Thrace Plastics Holding and Commercial S.A.

Annual Report (ESEF) • Apr 23, 2024

Thrace Plastics www.thracegroup.gr General Commerce Reg. No. 12512246000 Domicile: Magiko, Municipality of Avdira, Xanthi Greece Offices: 20 Marinou Antypa Str., 174 55 Alimos, Attica Greece ANNUAL FINANCIAL REPORT 01.0131.12.2023 THRACE PLASTICS CO S.A. Page 2 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The Group Annual Financial Report as of 31.12.2023 Page 3 of 292 Amounts in thousand Euro, unless stated otherwise Comprises of 14 companies worldwide engaged in active operations Employs 2,091 employees including joint ventures Operates in 9 countries with production, marketing, and distribution companies Operates 10.8 MW photovoltaic net metering systems Utilizes 12,976 MT of recycled material from production residues and external sources Engages in 3 business units Technical Fabrics Packaging Solutions Hydroponic agriculture Covers 25 market segments with products and solutions Develops a sales network in 80 countries Group’s net sales amount to €345 mil. Processes over 110,000 MT of raw materials from polypropylene and polyethylene Reuses 100% of internally generated production waste Implements 28 technologies in production processes Supports circular economy principles with 120 product groups Committed in 2018 to replace 8,500 MT of virgin raw material with recycled by 2025 Produces 100% recyclable products 100% Page 4 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Vision [ATHEX ESG: A-G1] Το be the most valuable partner for our customers and suppliers and to consistently increase shareholders’ value while ensuring a prosperous future for all individuals working in Thrace Group. Mission • Adhering closely to our Group core values: integrity, focus on results, in- novation, flexibility, responsiveness, cooperation, leadership. • Investing in our people, by encourag- ing lifelong learning, individuality, per- sonal initiatives and self-achievement. • Creating new business standards through innovation and smart think- ing, aiding our customers’ leadership in their markets. • Providing not just products but com- plete & innovative solutions, tai- lor-made upon our customers’ specific requirements and needs. • Acting local – being global, serving thousands of companies worldwide through strategic geographic disper- sion. • Pursuing profitability through organic growth and strategic acquisitions. • Achieving competitive prices through economies of scale, vertical integra- tion and internal synergies. • Combining diverse high-end technol- ogies with a long know-how and an extensive experience in the markets we operate. • Respecting our global environment and the societies where we work and live. • Adapting to the ever-changing market environment and promptly adjusting our practices to successfully meet the global trends that will shape the future of business, economy and society. Annual Financial Report as of 31.12.2023 Page 5 of 292 Amounts in thousand Euro, unless stated otherwise History 1977 In 1977, Stavros Halioris founded the company Thrace Plastics SA in Xanthi 1980 In 1995, the company was listed on the Athens Stock Exchange 1997 - 2014 From 1997 to 2014, companies that now constitute the Thrace Group were established or ac- quired, with active commercial and/or production activities in the technical fabrics and packag- ing sectors: Thrace Nonwovens & Geosynthetics SA, Thrace Poly- films SA, Thrace Eurobent SA (as a joint venture), Thrace Pack SA, Don & Low Ltd (Scotland), Thra- ce Synthetic Packaging Ltd (Ire- land), Thrace Ipoma SA (Bulgaria), Thrace Greiner Packaging SRL (as a joint venture, Romania), Thra- ce Polybulk AB (Sweden), Thrace Polybulk AS (Norway), Thrace Plastics Packaging DOO (Serbia), Lumite Inc (as a joint venture, USA) 2013 In 2013, in collaboration with Elastron SA, Thrace Greenhouses were founded, utilizing the geo- thermal fields of Xanthi 2017 From 2017, following internal re- structuring, the company Thrace Plastics SA continued to operate as Thrace Plastics Holding SA 2021 From 2021, commencement of an investment plan in photovoltaic systems 2022 From 2022, a central recycling line has been in operation Flexibility Responsiveness Integrity Innovation Collaboration Leadership Eectiveness Values Page 6 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise [GRI: 2-1, 2-2, ATHEX ESG: A-G1] The Group consists of 14 companies engaged in commercial and/or manufacturing ac- tivities. Companies Headquarters Thrace Plastics Company SA Xanthi, Greece Thrace Nonwovens & Geosynthetics SA Xanthi, Greece Thrace Polyfilms SA Xanthi, Greece Thrace Eurobent SA Xanthi, Greece Thrace Pack SA Ioannina/Xanthi, Greece Thrace Greenhouses SA Xanthi, Greece Don & Low Ltd Forfar, Scotland Thrace Synthetic Packaging Ltd Clara, Ireland Thrace Ipoma SA Sofia, Bulgaria Thrace Greiner Packaging SRL Sibiu, Romania Lumite Inc Georgia, USA Thrace Polybulk AB Köping, Sweden Thrace Polybulk AS Brevik, Norway Thrace Plastics Packaging DOO Nova Pazova, Serbia Domestic and international presence Thrace Eurobent SA, Thrace Greenhous- es SA, Thrace Greiner Packaging SRL, and Lumite Inc are joint ventures of the Group; however, the overall data concerning non-financial performance indicators are included, as they apply common princi- ples of sustainable development with the Group. Annual Financial Report as of 31.12.2023 Page 7 of 292 Amounts in thousand Euro, unless stated otherwise Page 8 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise • Production and trade of synthetic fab- rics for industrial and technical uses. • Broad and diversified product portfo- lio. • Europe-based production with a glob- al footprint. • Extensive sales network, mainly in Eu- rope and America. GREECE SCOTLAND Business sectors of activity TECHNICAL FABRICS SECTOR [GRI: 2-6, ATHEX ESG: A-G1] CONSTRUCTION ROAD CONSTRUCTION LANDSCAPE & GARDENING MEDICAL & HYGIENE AUTOMOTIVE DRAINAGE & EROSION CONTROL Applications Annual Financial Report as of 31.12.2023 Page 9 of 292 Amounts in thousand Euro, unless stated otherwise NORWAY & SWEDENIRELAND USA Geotextiles (woven, nonwoven) Geogrids Geocomposites Fabrics Membranes Film Nets Strapes Ropes Yarns Fibres FURNITURE & BEDDING SPORT & LEISURE AGRI- / HORTI- & AQUACULTURE ADVANCED USE FILTRATION FLOOR COVERING INDUSTRIAL USE Product Families Page 10 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise • Production and trade of food and in- dustrial product packaging. • Pioneer in the Northern European market. • Europe-based production. • Extensive sales network with continu- ous volume growth on an annual ba- sis. Business sectors of activity PACKAGING SECTOR [GRI: 2-6, ATHEX ESG: A-G1] INDUSTRIAL USE (RAW MATERIALS, CHEMICALS) TRANSPORTATION AGRICULTURAL USE (FERTILIZERS) CONSTRUCTION PAINT INDUSTRY FOOD Applications HOUSEHOLD PRODUCTS HORECA HOTEL, RESTAURANT & CATERING INDUSTRY BULGARIA GREECE & SERBIA GREECE IRELAND ROMANIA FIBC / filling solutions Bags / FFS film Packaging / pallet covering film Container liners / cargo protection Packaging fabrics Buckets / pails / containers Thermoforming cups Crates Bag in box Garbage bags Twines Product Families MARKET Annual Financial Report as of 31.12.2023 Page 11 of 292 Amounts in thousand Euro, unless stated otherwise • The largest hydroponic greenhouses in Northern Europe. • The only greenhouses in the world heated exclusively by geothermal en- ergy. • Greek vegetables with almost zero CO2 footprint. • Cultivation based on the highest stan- dards. Business sectors of activity AGRICULTURAL SECTOR [GRI: 2-6, ATHEX ESG: A-G1] HYDROPONIC CULTIVATION GEOTHERMAL ENERGY CULTIVATION CARE POST-HARVEST CARE PACKAGING DISTRIBUTION Applications PRODUCT ON THE SHELF Cluster Tomato Mini Cucumber Eggplant Mini Tomato 500gr Beef Tomato Cucumber Mini Cucumber 600gr Mini Cucumber 750gr Product Families MARKET www.thracegroup.gr ANNUAL FINANCIAL REPORT 1 st January - 31 st December 2023 THRACE PLASTICS CO S.A. Page 14 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Information regarding the preparation of the Annual Financial Report for the period from January 1 st to December 31 st 2023 The present Report was approved unanimously by the Board of Directors of “THRACE PLASTICS CO SA”. The present Financial Report, which refers to the period from 1.1.2023 to 31.12.2023, was prepared in accordance with the provisions of article 4 of L.3556/2007 (Gov. Gaz. 91Α’/30-04-2017), of Law 4548/2018 and the relevant decisions issued by the Board of Directors of the Hellenic Capital Market Commission under Reg. No. 8/754/14- 4-2016 and 1/434/03-07-2007 as well as with the protocol no. 62784/06-06-2017 Circu- lar of the Division of Enterprises and GEMI of the Ministry of Finance, Development and Tourism. The present Report was approved unanimously by the Board of Directors of “THRACE PLASTICS CO S.A.” (“Company”) on April 22 nd , 2024, has been posted on the Company’s website www.thracegroup.gr where such will remain available to investors for a period of at least (10) ten years from the publication date and includes: CONTENTS Ι. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS 15 ΙΙ. REPORT BY THE BOARD OF DIRECTORS 16 ΙΙΙ. AUDIT REPORT BY INDEPENDENT CERTIFIED AUDITOR 180 IV. ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD 1.1.2023  31.12.2023 188 V. ONLINE AVAILABILITY ON THE INTERNET 291 Annual Financial Report as of 31.12.2023 Page 15 of 292 Amounts in thousand Euro, unless stated otherwise THE UNDERSIGNED: I. STATEMENTS BY REPRESENTATIVES OF THE BOARD OF DIRECTORS (according to article 4 par. 2 of L 3556/2007) The Chairman of the Board of Directors The Chief Executive Officer & Executive Member of the Board of Directors The Non-Executive Member of the Board of Directors Konstantinos St. Chalioris Dimitris P. Malamos Vasileios S. Zairopoulos We, the representatives of the Board of Directors, hereby state and confirm that to our knowledge: (a) The Annual Financial Statements (Stand-alone and Consolidated) of the Company, which concern the period from January 1st 2023 to December 31st 2023, were pre- pared in accordance with the accounting standards in effect, accurately present the Assets and Liabilities, Equity and Financial Results of the Company, as well as those of the consolidated companies and considered aggregately as a whole, and (b) The Annual Report by the Company’s Board of Directors accurately presents the significant events of the year 2023 and their effect on the annual financial state- ments, the material transactions between the Company and its related parties, the developments, performance and position of the Company, as well as of the consol- idated companies and considered aggregately as a whole, including the descrip- tion of the basic risks and uncertainties they are facing. Xanthi, 22 April 2024 Page 16 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise II. ANNUAL REPORT BY THE BOARD OF DIRECTORS OF THRACE PLASTICS CO S.A. ON THE FINANCIAL STATEMENTS OF THE YEAR FROM 01.01.2023 TO 31.12.2023 INTRODUCTION The present Annual Report by the Board of Directors (hereinafter called as “Re- port”) refers to the fiscal year 2023 (01.01.2023 – 31.12.2023). The Report was prepared in accordance with the relevant provisions of Law 4548/2018 (GOV. GAZ. 104Α΄/13.06.2018) as currently in force and of Law 3556/2007 as in effect following its amendment from Law 4374/2016 and the relevant executive decisions issued by the Board of Directors of the Hellenic Capital Market Commission, and especially the decisions with number 1/434/3.7.2007 and 8/754/14.4.2016, as the latter is valid after its amendment by the decision with num- ber 12A / 889 / 31.08.2020 of the Board of Directors of Hellenic Capital Market Com- mission. The Report includes the total required by law information (financial and non-finan- cial information) with a concise as well as comprehensive, objective and adequate manner and with the principle of provid- ing the complete and substantial informa- tion with regards to the issues included in such. Given the fact that the Company pre- pares consolidated and non-consolidat- ed (stand-alone) financial statements, the present Report constitutes a single report referring mainly to the consolidated finan- cial data of the Company and its subsidiar- ies or affiliates. Any reference to non-con- solidated financial data takes place in certain areas which have been deemed as necessary by the Board of Directors of the Company for the better understanding of the contents of the report and towards providing investors with the most com- plete information. It is noted that the present Report includes, along with the 2023 financial statements, the required by law data and statements in the Annual Financial Report, which con- cern the financial year ended on 31 De- cember 2023. The sections of the present Report and the contents of such are in particularly as fol- lows: Annual Financial Report as of 31.12.2023 Page 17 of 292 Amounts in thousand Euro, unless stated otherwise SECTION 1: Significant events that took place during the financial year 2023 Below, the most significant events that took place during the fiscal year 2023 are present- ed: Macroeconomic Environment, Performance and Prospects of the Group, Climate Issues and Expected Credit Losses 2023 was another year affected by a se- ries of unfavorable macroeconomic and geopolitical factors. On the one hand, hostilities in the Middle East created and keep creating, further uncertainty in the European as well as the global economy, combined with the ongoing war conflict between Russia and Ukraine. On the other hand, the weak performance of Europe’s major economies created conditions of stagnation and uncertainty in the market. At the same time, the inflationary pres- sures continued to exist, however at clear- ly lower levels, while interest rates have remained at higher levels. In contrast to the above backdrop, the energy costs moved to lower levels com- pared to the levels of 2022, while costs of raw and auxiliary materials moved also to lower levels in comparison with the previ- ous year. With regard to the Group’s areas of activ- ity, 2023 was a year of low demand in the Technical Fabrics sector mainly affected by the weak demand in the construction and agricultural sector, while a stronger demand was seen in the Packaging sector. I. Group’s performance during the fourth quarter of 2023 In particular, during the fourth quarter of 2023, the following were observed: • Reduced demand for products in the construction sector. • Steady demand for products related to the infrastructure sector and to the large-scale construction projects. • Reduced demand for the products of the agricultural sector. • Increased demand for products relat- ed to the packaging sector (food and paints). • Almost zero demand for products re- lated to COVID-19. • Stabilization of the cost of raw mate- rials at lower levels, compared to the previous year. • Further pressures for decreases on sales prices, in all product categories as a result of reduced raw material prices and due to lower demand. • Steady energy costs during the cur- rent year, reduced however compared to 2022. • Steady transport costs with satisfacto- ry availability of transportation means. • Limited reduction in the cost of raw materials and packaging materials. • Constantly increased interest rates. From a financial perspective, Turnover amounted to €345.4 million in 2023, set- tling lower due to the significant drop in average sale prices, versus the previous year’s sales of €394.4 million. It is noted that in the first months of 2022, the prices of raw materials had fluctuated at histori- Page 18 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise cally high levels and therefore sale prices also moved upward during the same year. The volumes sold in 2023 stayed almost the same with the ones in 2022 despite the lower demand in key sectors of the econ- omy (construction, agricultural sector) pri- marily in the European Union, United King- dom and USA. For the year 2023, Earnings before Inter- est, Taxes, Depreciation and Amortization (EBITDA) amounted to €44.0 million. In the year 2022, Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) had reached €48.2 million, however fol- lowing the deduction of the one-off prof- its from the COVID-19 products of approx- imately €5.3 million, in comparable terms, the Earnings before Interest, Taxes, Depre- ciation and Amortization (EBITDA) of year 2022 had settled at €42.9 million. As a re- sult, on comparable basis, the operating profitability (EBITDA) posted an increase of 2.4% in 2023 versus 2022. In view of the difficult conditions prevail- ing in the markets and economies in gen- eral, particularly the ones of the Central Europe and the United Kingdom, the im- provement of Group’s profitability perfor- mance in 2023 versus 2022 clearly demon- strates the ability of the Group to achieve stable and recurring profitability. At the same time, the retention of volumes sold is also a strong indication of the Group’s potential to further enhance its financial performance in the future. Regarding the liquidity levels of the Group and the trading cycle of subsidiaries, there was no negative effect due to the difficult conditions observed during the year un- der consideration. The Group’s Net Debt amounted to €29.6 million, however it should be noted that the calculation of Net Debt does not include time deposits of €13.3 million. Therefore in the event that this amount had been included, the Group’s net debt would have amounted to €16.3 million. The low level of Net Debt demonstrates the Group’s strong finan- cial position as well as the quality of its customer portfolio, its ability to make in- vestments while keeping its Net Debt rel- atively low, and also its ability to distribute significantly higher dividends compared to pre-pandemic levels. At the same time, the implementation of the Group’s investment plan, amounting to €30 million on a cash basis, was imple- mented smoothly via investments made mainly in the Group’s production facilities in Greece and abroad with regard to both business segments. II. Prospects of the Group In the first months of year 2024, both mar- kets and economies have been character- ized by trends and conditions which are relatively comparable to the ones of the year 2023. Inflation remains relatively sta- ble, whereas prices of raw and auxiliary materials have followed an upward trend which is expected to continue at least for the first half of 2024. Finally, the recent shipping crisis in Red Sea is causing diffi- culties in maritime trade but also creates upward pressures in transport costs, while the new tension in the Middle East makes the geopolitical conditions even more dif- ficult and increases the uncertainty about the economies. For the first quarter of 2024, the Manage- ment estimates that Group’s operating profitability (EBITDA), in absolute terms, will edge 5%-10% higher than in the first quarter of the previous year. This is due to specific actions taken on the Group level and specifically by the sales teams as well as the subsidiaries’ management teams, Annual Financial Report as of 31.12.2023 Page 19 of 292 Amounts in thousand Euro, unless stated otherwise but is also due to profits generated from new product categories and partnerships. Furthermore, there is stable demand in the sectors of infrastructure and packaging, an increase in demand in the agricultural sec- tor, whereas there is still weak demand in the construction sector. With regard to the Group’s annual profit- ability, the Management estimates that, despite the high uncertainty about the course of the global economy and of Eu- rope in particular, the Group’s EBITDA profitability for the year 2024 is expected to fluctuate at higher levels than the ones of 2023. However, even if the Company does not revise its initial annual target, the recent crisis in the Middle East creates new conditions of uncertainty, the effects of which are impossible to determine at the given time, therefore any estimate of an- nual profitability is highly uncertain, while the Management of the Group monitors the market developments so to be able to implement the necessary actions, in order not to deviate from its plan. III. Climate issues The Group recognizes the risks and im- pacts that may arise in its business activi- ty due to the climate crisis and the energy transition, which may affect its production process and activities, while at the same time has identified great opportunities that are emerging through the adoption of the principles of circular economy, the use of recycled raw material and the invest- ment in renewable energy sources. In order to mitigate the risks arising from climate change, but also to take advantage of the opportunities that arise in order to achieve positive financial results for itself and the environment in which it operates, the Group is constantly adjusting its busi- ness model, in order to constantly reduce its environmental footprint. It achieves this through (a) recording direct and in- direct greenhouse gas emissions along with the constant improvement of the respective indicators, (b) reducing energy consumption in production processes, (c) self-production and use of energy from renewable sources (solar, geothermal and hydroelectric), (d) reducing the use of nat- ural resources through the use of recycled raw material and (e) proper waste manage- ment. In addition, the Group focuses on the de- velopment of innovative and sustainable products and services, applying the princi- ples of the circular economy. With the aim of further strengthening the achievement of this goal, the Group has created the circular economy platform IN THE LOOP, which networks companies, brands, public entities and consumers, facilitates the con- tinuous reduction of environmental foot- print throughout the value chain, and also designs specialized closed / controlled cycle systems of upgraded recycling purposes. Therefore, the Company has established and communicated relevant principles and policies, while it has formulated a stra- tegic plan for sustainable development with specific actions, which are being im- plemented with measurable positive re- sults thus ensuring the Group’s business continuity. At the same time, through a specialized team, appropriate actions are already being taken in order to implement the requirements of the new CSRD (Cor- porate Sustainability Reporting Directive). The Group’s excellent performance is also reflected in the respective evaluations performed from recognized internation- al organizations. The Group has ranked in the highest “Platinum” scale in “Forbes Page 20 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise ESG Transparency Index”, which reflects the level of transparency and has been also awarded the “B” rating from the in- ternational organization CDP (Carbon Disclosure Project), exceeding the global average for the manner by which it man- ages the impact of its activities on climate change. Further details are set out in the Non-Fi- nancial Information Report (Section 12) of the Annual Financial Report. IV. Expected Credit Losses There are no expected credit losses as a result of the current conditions and cir- cumstances. In any case, according to the established policy, a big part of the com- panies’ sales insured, while additional measures have been taken to ensure the Group carries out transactions with reli- able customers (credit risk assessment, credit scoring, advances, etc.). More infor- mation on credit risk can be found in note 3.31 of financial statements. Direct Impact from Geopolitical Conditions The new middle east crisis has creat- ed geopolitical instability anew and a broader uncertainty about the potential macro-economic consequences that will likely emerge, especially in the event of a long-lasting conflict. It is noted that the Group does not directly carry out any sig- nificant business activities in the involved parties, i.e. in the areas directly affected by the conflict. At the same time, the re- cent conflicts of Israil and Iran create ad- ditional instability and uncertainty in the wider region and globally. More specifi- cally, the overall exposure to the markets of Israel, Iran and Palestine is limited, as based on the volume data of 2023, sales in above countries amounted to 0.26% of the Group’s total turnover. The war outbreak after the Russian mili- tary invasion of Ukraine continues and cre- ates geopolitical instability with adverse macroeconomic consequences which the company faces on a day-to-day basis and are mainly related to increase in a series of raw materials and products. The above conditions create an environment of great uncertainty affecting the level of demand especially in Europe. The Group does not have significant direct business activities in Ukraine and in Russia, i.e. in the areas directly affected by the war. Furthermore, the overall exposure to Ukraine and Russia is minimal. Based on the financial results of 2023, sales in these two countries stood at 0.55% of the Group’s total turnover (for 2022, corresponding sales had stood at 0.2% of total Group sales). Therefore, given the non-existence of any significant business activity in the specific region when it comes to customer sales, the Group does not expect to have any immediate and significant impact on its financial performance. However, the nega- tive and long-lasting evolution of the con- flict along with the wider and unfavorable macro-economic repercussions might potentially have a negative effect on the activities of all businesses and companies activating in Europe and therefore on the business activities of the Group. The Group’s Management closely monitors the relevant developments and if needed will undertake a series of actions to weather any negative consequences, should they arise. Annual Financial Report as of 31.12.2023 Page 21 of 292 Amounts in thousand Euro, unless stated otherwise Interim Dividend fiscal year 2022 The interim dividend for fiscal year 2022 was paid in fiscal year 2023. With more de- tails, the Board of Directors of the Compa- ny, during its meeting of November 22 nd , 2022 approved the distribution (payment) of interim dividend for fiscal year 2022 to the shareholders of the Company, of a to- tal amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), which with the increase corresponding to the 751,396 treasury shares, which were held by the Company and in accordance with the law are excluded from the interim dividend distribution, amounted to 0.0697835797 Euros per share. The above amount of the interim dividend is subject to 5% withholding tax, in accor- dance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amend- ment by Law 4646/2019 (Government Ga- zette A΄ 201/12.12.2019). Therefore, the final payable amount of the interim dividend for the fiscal year 2022 was 0.0662944007 Euro per share. The cut-off (ex-dividend) date of the in- terim dividend, as it had been already an- nounced, was Monday, January 30, 2023. Beneficiaries of the interim dividend for fiscal year 2022 were the shareholders reg- istered in the Company’s records in the De- materialized Securities System on Tuesday, January 31, 2023 (Record Date). The payment (distribution) of the interim dividend commenced on Friday, February 3, 2023, and was paid through the paying Bank “PIRAEUS BANK S.A.”, according to the procedure that had been described in the relevant Company’s announcement dated December 8 th , 2022. Announcement of Regulated Information in accordance with Law 3556/2007 The Company following the relevant no- tification, Company received from below shareholders from March 10th, 2023, an- nounced the following amendments / de- velopments on March 9, 2023: 1. Mr. Konstantinos Chalioris, sharehold- er and Chairman of the Board of Direc- tors of the Company, transferred from his individual Investment Account, to two “Joint Investor Shares” (KEM), the first one jointly created with his son Al- exandros Chalioris and the second one jointly created with his son Stavros Chalioris (himself being the first bene- ficiary in both “Joint Investor Shares”), a total of 18,000,983 common regis- tered shares with voting rights, i.e. a percentage of 41.153% of a total of 43,741,452 common registered shares with voting rights of the Company. However, following the above, there was absolutely no change in the num- ber and percentage of shares and voting rights controlled by Mr. Kon- stantinos Chalioris, who holds a to- tal of 18,936,558 common registered shares with voting rights of the Com- pany (and the same number of voting rights) a percentage of 43.292%. More specifically, he holds 18,000,983 com- mon registered shares through the aforementioned “Joint Investor Share” and 935,575 common registered shares with voting rights (percentage 2.139%) through his Personal Invest- ment Account. Page 22 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise 2. Mr. Stavros Chalioris, son of Konstan- tinos, due to his participation in the aforementioned “Joint Investor Share” (which he holds jointly with Konstan- tinos Chalioris) holds 9,000,491 com- mon registered shares of the Com- pany (percentage 20.577%), while he already holds 212,071 common regis- tered shares with voting rights (per- centage 0.484%) in his Personal Invest- ment Account and, 3. Mr. Alexandros Chalioris, son of Kon- stantinos, due to his participation in the aforementioned “Joint Inves- tor Share” (which he holds jointly with Konstantinos Chalioris) holds 9,000,492 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 com- mon registered shares with voting rights (percentage of 0.484%) in his Personal Investment Account. Replacement of a resigning member of the Audit Committee – Formation of the Audit Committee into a Body The Company announced that as a result of the resignation of the member of the Com- pany’s Audit Committee, Mr. Konstantinos Gianniris (third person - Non-Member of the Board of Directors), which is effective from 28.4.2023, the Board of Directors of the Company, by its Decision on 2.5.2023, appointed Mrs. Sofia Manesi (third person - Non-Member of the Board of Directors) as a temporary replacement of the above resigned member in the Audit Committee of the Company until 24 May 2023, when the Annual General Meeting of the Com- pany’s shareholders was convened. The Board of Directors, following a rele- vant recommendation of the Remunera- tion and Nominations Committee, found in the person of Mrs. Sofia Manesi suffi- cient knowledge of the Company’s subject matter, a guarantee of ethics and reputa- tion, reliability and solvency, and that she has sufficient time to perform her duties as a member of the Audit Committee as well as experience and knowledge in auditing and accounting matters. The Board of Di- rectors appointed Mrs. Sofia Manesi to re- place the resigned member after having considered the Audit Committee’s Rules of Procedure and after finding that she ful- fils the requirements of independence of Article 9 of Law 4706/2020 and therefore has no dependency relationship with the Company or with persons connected to it, nor is she in any potential or actual situa- tion that leads to a conflict of interest with the Company. The Audit Committee decided on 2 May 2023 to elect Mr. Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors of the Company, as Chairman of the Audit Committee, in ac- cordance with the provisions of article 44 par. 1 case e) of Law 4449/2017, as in force. Following the above, the Audit Committee of the Company is constituted as follows: • Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors of the Company, as Chair- man of the Audit Committee • Konstantinos Kotsilinis, Non-Member of the Board of Directors, - third per- son, member of the Audit Committee • Sofia Manesi, Non-Member of the Board of Directors, - third person, member of the Audit Committee, tem- porary Member of the Audit Commit- tee until the Annual General Meeting of the Company’s shareholders to be held on 24.5.2023, in accordance Annual Financial Report as of 31.12.2023 Page 23 of 292 Amounts in thousand Euro, unless stated otherwise Annual Ordinary General Meeting of the Company’s Shareholders The Annual Ordinary General Meeting of the Company’s shareholders, which took place on May 24, 2023 remotely in real time via videoconference, approved the following among others: Α) the shareholders approved unani- mously the allocation (distribution) of the earnings for the fiscal year 2022 (01.01.2022-31.12.2022), and specifical- ly they approved the distribution (pay- ment) of total dividend amounting to 11.300.000,00 Euro (gross amount) to the shareholders of the Company from the profits of the fiscal year ended De- cember 31, 2022, but also from profits of previous years. Given that the Company, pursuant to the relevant decision of its Board of Di- rectors dated 22.11.2022, has already made the allocation (distribution) to the shareholders of an interim divi- dend for the fiscal year 2022 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0697835797 Euros per share (gross amount increased by the amount corresponding to the treasury shares that the Company held at the cut-off date of interim dividend), the Annual Ordinary General Meeting of shareholders approved unanimous- ly the distribution of the remaining amount of the dividend, and in par- ticular of the amount of 8,300,000.00 Euros (gross amount), i.e. 0.1897513599 Euros per share (gross amount), which amount will be increased by the amount corresponding to the treasury shares that the Company will hold at the dividend cut-off date and which (treasury shares) are excluded from the distribution, according to the pro- visions of article 50 of Law 4548/2018, as in force. The above final (gross) amount of the dividend is subject to 5% tax withhold- ing, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Gov- ernment Gazette A΄ 167/23.07.2013), as in force. B) the shareholders voted by majority positively the Remuneration Report of the fiscal year 2022, which was prepared in accordance with the pro- visions of article 112 of L. 4548/2018, containing a comprehensive overview of the total remuneration of the mem- bers of the Board of Directors (execu- tive and non-executive), and explain- ing how the Remuneration Policy of the Company was implemented for the immediately preceding fiscal year. C) the shareholders approved by majori- ty the amendment of the article 15 of the Company’s Articles of Association referring to the compensation (remu- neration) of the members of the Board of Directors. D) the shareholders approved by major- ity the final decision on the appoint- ment of a new member of the Compa- ny’s Audit Committee, in accordance with the provisions of article 44, par. 1 of Law 4449/2017, as applicable, Mrs. with article 44 par. 1 case f) of Law 4449/2017. Finally, it was noted that all members of the Audit Committee meet the require- ments and independence criteria under the current regulatory framework (article 44 par. 1 of Law 4449/2017 as in force and article 9 par. 1 and 2 of Law 4706/2020). Page 24 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The Company announced, pursuant to the article 4.1.3.4 of the Athens Exchange Rulebook, that the Annual Ordinary Gen- eral Meeting of Shareholders, that took place on May 24 th 2023, approved unani- mously the distribution (payment) of divi- dend to Company’s Shareholders, from the profits of the fiscal year 2022 (01.01.2022- 31.12.2022) and from prior years’ profits, and in particular, approved the payment of the total amount of 11.300.000 Euro (gross amount), i.e. 0.2583361887 Euros per share (gross amount). It is noted that the Company had already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2022, on February 3th, 2023, of a total amount of 3,000,000 Eu- ros (gross amount), i.e. 0.0685848289 Eu- ros per share (gross amount), which with the corresponding increase of the 751,396 treasury shares, which were held by the Company and were excluded by law from the interim dividend distribution, amount- ed to 0.0697835797 Euros per share (gross amount). After that, the remaining amount of the div- idend was 8,300,000 Euros (gross amount), from the profits of the fiscal year 2022 (01.01.2022-31.12.2022), i.e. 0.1897513599 Euros per share (gross amount), which af- ter the increase corresponding to 751,396 treasury (own) shares, which were held by the Company and were excluded from the dividend payment, amounted to 0.1930679039 Euro per share (gross amount). The above amount of the dividend was subject to 5% tax withholding, in accor- dance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amend- ment of par. 24 of Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). Therefore, the final payable amount of dividend settled at 0.1834145087 Euro per share (net amount). The cut-off (ex-div- idend) date of the dividend was set for Wednesday, 31 st May 2023. Beneficiaries of the remaining dividend for fiscal year 2022 were shareholders regis- tered in the Company’s records in the De- materialized Securities System on Thurs- day, 1 st June 2023 (Record Date). The distribution (payment) of the above remaining dividend commenced on Wednesday, 7 th June 2023 and was paid through the paying Bank “PIRAEUS BANK S.A.” Announcement of ex- dividend date / Payment of remaining dividend for the Year 2022 Sofia Manesi, who is also a third per- son and non-member of the Board of Directors, in replacement of a re- signed member-third person who is not a member of the Board of Direc- tors Mr. Konstantinos Gianniris. The new member fulfil all the conditions of independence of Law 4706/2020, as in force and the conditions of article 44 of Law 4449/2017, as in force. The decisions of the General Meeting of Shareholders are posted on the Compa- ny’s website at the link https://www.thrace- group.com/gr/en/general-meetings/ Annual Financial Report as of 31.12.2023 Page 25 of 292 Amounts in thousand Euro, unless stated otherwise Re-constitution of the Audit Committee into Body - Appointment of New Member The Company notified the investor com- munity, in accordance with the provisions of article 17 paragraph 1 of Regulation (EU) under no. 596/2014 of the European Parliament and of the Council of April 16, 2014, that the Annual Ordinary General Meeting of the Company’s Shareholders of May 24, 2023 approved by majority in accordance with the provisions of article 44 of Law 4449/2017, as applicable after the amendment by the article 74 of Law 4706/2020, the election-appointment of a new member of the Audit Committee (a third person, not a member of the Board of Directors) namely Ms. Sofia Manesi super- seding a resigned member (a third person also not member of the Board of Directors) and namely Mr. Konstantinos Gianniris. It should be noted that the Audit Commit- tee under its new composition: (a) constitutes an Independent Joint Committee; (b) consists of three (3) members in total and in particular of one (1) Indepen- dent Non-Executive Member of the Board of Directors and two (2) third persons - Non-Members of the Board, independent of the Company. All per- sons fulfil the independence criteria of article 9, paragraph 1 and 2 of Law 4706/2020, as applicable, and (c) the term of the Committee coincides with the term of the Board of Direc- tors, i.e. it will be five years, ending on February 11, 2026, extending until the end of the period within which the next Ordinary General Meeting of Shareholders must be convened and until the relevant decision is taken. In no case, however, may the term of Committee exceed six years. In particular, following its aforementioned decision, the composition of the Compa- ny’s Audit Committee is as follows: 1) Georgios Samothrakis of Panagiotis, independent non-executive member of the Board of Directors, 2) Konstantinos Kotsilinis of Eleftheri- os, third person - non-member of the Board of Directors. 3) Sofia Manesi of Nikolaos, third person – non-member of the Board of Direc- tors, while at the same time the following were established and reconfirmed for each of the above members of the Committee: (a) the fulfilment of the individual and collective suitability criteria, in accor- dance with the provisions of article 3 of Law 4706/2020 and the Circular under number 60/18.09.2020 of the Hellenic Capital Market Commission, as well as the provisions of the appli- cable and approved Suitability Policy of company, (b) the fulfilment -by all members of the Audit Committee, of the conditions of independence in accordance with the provisions of article 9, paragraph 1 and 2 of Law 4706/2020, as applicable, namely that: (i) the above members did not hold directly or indirectly a percent- age of voting rights greater than 0.5% of the Company’s share cap- ital, and (ii) the above members were not associated with any financial, business, family or other depen- dent relationships, which may in- Page 26 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise fluence their decisions as well as their independent and objective judgment; (c) the non-existence of obstacles and conditions that are being described in provisions of article 3, paragraph 4 of Law 4706/2020, as applicable, i.e. the non-issuance within one (1) year, be- fore or after the election of the mem- ber respectively, of a final court deci- sion that acknowledges the member’s guiltiness for loss-making transactions with related parties on behalf of a company or a non-listed company as provided by Law 4548/2018, (d) the absence of obstacles/incompat- ibilities posed by the provisions of the current legislative framework on corporate governance, including the Greek Corporate Governance Code ap- plied by the Company, the Operating Regulations and the Company’s Suit- ability Policy. (e) the sufficient knowledge of the sector in which the Company operates, and finally (f) the persons of the entire Audit Com- mittee possessed sufficient knowl- edge and experience in auditing and accounting (including knowledge and complete understanding of Interna- tional Auditing Standards), conditions that were imposed by the provision of article 44, paragraph 1, section g’ of Law 4449/2017. The Members of the Company’s Audit Committee during the meeting of May 25, 2023 unanimously elected Mr. Georgios Samothrakis of Panagiotis as Chairman of the Committee, since it was previously es- tablished but also verified that the above person: (a) is independent from the audited entity within the meaning of article 9, para- graph 1 and 2 of Law 4706/2020, as ap- plicable, (b) is the most suitable for the position of Chairman based on professional train- ing, knowledge and experience. Following the above, the Audit Committee under its new final composition was recon- stituted into a body as follows: 1) Georgios Samothrakis of Panagiotis, independent non-executive member of the Board of Directors, Chairman of the Committee. 2) Konstantinos Kotsilinis of Eleftheri- os, third person - non-member of the Board of Directors. Member of the Committee. 3) Sofia Manesi of Nikolaos, third person – non-member of the Board of Direc- tors, Member of the Committee. Commencement of Share Buyback Program The Company announced in compliance with the Regulation No. 596/2014/EU and the Athens Exchange Rulebook, that the Board of Directors approved the com- mencement of the implementation of the Company’s Shares Buy-back Program, as approved by the Annual General Meeting of the Shareholders dated May 24 th , 2023. It was noted that the approved Shares Buy-back program includes the purchase of Company’s shares through the Ath- ens Exchange (ATHEX), in accordance with the provisions of articles 49 & 50 of L.4548/2018, until May 24 th ,2025, at a max- imum number of 4,341,876 common reg- istered shares (including and aggregating the treasury shares already purchased by Annual Financial Report as of 31.12.2023 Page 27 of 292 Amounts in thousand Euro, unless stated otherwise Announcement of ex- dividend date / Payment date of interim dividend for the Year 2023 Announcement of the Decision to Distribute an Interim Dividend the 2023 The Company informed the investor com- munity, that the Board of Directors of the Company, during its meeting on 25 th Sep- tember 2023, approved the distribution (payment) to the Company’s shareholders of an interim dividend from the earnings of the current financial year 2023 amounting in total to 3,000,000 Euros (gross amount), i.e. 0.0685848289 Euro per share of the Company (gross amount). The final amount per share of the interim dividend, which was paid, was increased by the amount corresponding to the trea- sury shares held by the Company on the cut-off date of the interim dividend. The above amount of interim dividend is subject to a withholding tax of 5% in ac- cordance with the provisions of article 40 paragraph 1 and of article 64 paragraph 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013) as applicable after its amendment by Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). The distribution of the interim dividend takes place two (2) months after the reg- istration in G.E.MI. of the relevant an- nouncement regarding the release of the interim financial statements for the period 01.01.2023-30.06.2023 (First half of the cur- rent financial year 2023). The Company announced to the investor community, pursuant to the article 4.1.3.4 of the Athens Exchange Rulebook, (called as “Regulation” hereafter), as in force, that the Board of Directors of the Com- pany, during its meeting of September 25 th , 2023, approved the distribution (pay- ment) of interim dividend for year 2023 to the shareholders of the Company, of a total amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), as already informed the investors’ community at Sep- tember 28 th , 2023, with a relevant corpo- rate announcement. (Note 3.25) Τhe Board of Directors of the Company, during its meeting of October 6 th , 2023 set the following dates: Thursday, November 30 th , 2023 was set as the interim dividend cut-off (ex-dividend) date. Beneficiaries of the interim dividend for fiscal year 2023 are the shareholders regis- tered in the Company’s records in the De- materialized Securities System on Friday, December 1 st , 2023 (Record Date). The payment (distribution) of the interim dividend would commence on Wednes- day, December 6 th , 2023, and would be paid through the paying Bank “PIRAEUS BANK S.A.” as follows: 1. Through the participants in the De- materialized Securities System (DSS) i.e. Banks and Brokerage/Securities Companies, according to the provi- the Company within the context of the previous Share Buy-back programs), with a purchase price range between fifty cents of Euro (0.50€) (minimum) per share and ten Euro (10 €) (maximum) per share. Share purchases are carried out in accor- dance with the current regulatory frame- work. Page 28 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise sions of the DSS Operation Regula- tion of the Hellenic Central Securi- ties Depository (ATHEXCSD) and the relevant decisions of ATHEXCSD. 2. Especially in cases of payment of the interim dividend to the legal heirs of deceased entitled share- holders, whose securities are kept in the Special Account of their S.A.T. ID in the DSS under ATHEXCSD cus- tody, the disbursement process will be facilitated, following completion of the inheritance procedural steps, through any branch of “PIRAEUS BANK” network. It was clarified that according to the cur- rent applicable legislation, the right for the collection of the interim dividend amount expires after the completion of a five year period (article 250 of the Civil Code, sec- tion 15) from the end of the fiscal year in which this right was created and following such time period the uncollected amounts will irrevocably be reimbursed to the Hel- lenic State, in accordance with article 1 of legislative decree 1195/1942. Write-off of Dividend for the Financial Year 2017 THRACE PLASTICS CO S.A. announced to the investor community, that the five-year period for the collection of the dividend for the financial year 2017, expired on De- cember 31 st , 2023. Following that date, div- idends not collected from entitled parties would be written off, in favor of the Greek State in accordance with the applicable legislation. Thrace Group’s New Investment Plan of a total amount of € 10 million in Packaging Business in Greece THRACE PLASTICS CO S.A. announced the immediate implementation of a new ex- tended unplanned investment program of €10 million, for the Packaging Business Unit, which will take place in Greece, through its subsidiary Thrace Plastics Pack SA. The new investment program is oriented towards the Sustainable Development, fo- cusing on the further increase of the pro- duction capacity in the specific subsidiary of the Group, as well as in the Packaging Business Unit in general, targeting to sup- port the Greek clientele in a more efficient, direct and complete manner, with an even more complete product portfolio, as well as to further develop the Group’s export activ- ities and subsequently enhance its business extroversion. The specific categories of the new invest- ment plan with immediate implementation by the specific subsidiary, are summarized as follows: - Investment in Injection Molding Pro- duction, which is the main technology for production of plastic containers, targeting the food sector, the hotels / restaurants industries and the paints industry, - Investment in Thermoforming technol- ogy, for the production of small plastic containers, targeting the food sector and in specific the dairy market, - Investment in Paper Packaging Pro- duction Machinery, to produce paper packaging products, supplementary to the existing product portfolio for the catering sector. Annual Financial Report as of 31.12.2023 Page 29 of 292 Amounts in thousand Euro, unless stated otherwise Announcement of the exact payable amount of the interim dividend for the fiscal year 2023 THRACE PLASTICS CO S.A. with reference to its earlier announcement dated Octo- ber 10th, 2023, announced to the investor community, pursuant to the article 4.1.3.4 of the Athens Exchange Rulebook, that the Board of Directors of the Company, during its meeting of September 25th, 2023 approved the distribution (payment) of interim dividend for fiscal year 2023 to the shareholders of the Company, of a to- tal amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), which with the increase corresponding to the 798,549 treasury shares, which were held by the Company and in accordance with the law are excluded from the interim dividend dis- tribution, would amount to 0.0698602048 Euros per share. The above amount of the interim dividend is subject to 5% withholding tax, in accor- dance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amend- ment by Law 4646/2019 (Government Ga- zette A΄ 201/12.12.2019). Therefore, the final payable amount of the interim dividend for the fiscal year 2023 were 0,0663671946 Euro per share. The new investment plan, which will reach an amount of €10 million approximately, is in accordance with the sustainable devel- opment practices and will contribute to an environmental footprint reduction, while the new machines are expected to be ful- ly operational within the first half of 2024. Based on this time plan, it is estimated that the new investments will increase the pro- duction capacity of the subsidiary by 4,000 tons approximately, on an annual basis. The new investment plan will be financed both with own funds and external financing. THRACE PLASTICS CO. S.A. in compliance with the provisions of paragraph 4.1.3.1 section 12 of the Athens Exchange Rule- book and article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014, announced to the investors that following the comple- tion of the tax audits for the financial year 2022 (fiscal year 2022), which were carried out by the Chartered Auditor-Accountants of the Group, in accordance with the provi- sions of article 65A law 4174/2013, both for the Company and its subsidiaries ‘Thrace Nonwovens & Geosynthetics S.A.’, ‘Thrace Polyfilms S.A.’, ‘Thrace Plastics Pack S.A.’, ‘Thrace Eurobent S.A.’ and ‘Thrace Green- houses S.A.’, the relevant tax certificates were issued with an “unqualified opinion”. Issuance of Tax Certificates for the Fiscal Year 2022 Page 30 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise SECTION 2: Main Risks and Uncertainties Financial Risk Management The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable accounts, payable accounts and loans. The Group’s activities, in general, create several financial risks. Such risks include market risk (foreign exchange risk and risk from changes of raw materials prices), credit risk, liquidity risk and interest rate risk. Risk from fluctuation of prices of raw materials The Group is exposed to fluctuations in the price of polypropylene (represents 45% approximately of the cost of sales), which are mainly faced by a similar change in the selling price of the final product. The possibility that the increase in the price of polypropylene cannot be fully passed on to the selling price, causes unavoidably the compression of margins. For this rea- son, the Company accordingly adjusts, to the extent it is feasible, its inventory policy as well as its commercial policy in gener- al. Hence, in any case, the particular risk is deemed as relatively controlled. Credit Risk The credit risk to which the Group and the Company are exposed is the likelihood that a counterparty will cause financial loss to the Group and the Company as a result of the breach of its contractual liabilities. The maximum credit risk to which the Group and the Company are exposed at the date of preparation of the finan- cial statements is the book value of their financial assets. In order to address cred- it risk, the Group consistently applies a clear credit policy, which is monitored and evaluated on an ongoing basis so that the credit granted does not exceed the credit limit per customer. Client sales insurance policies are also concluded per customer and no tangible guarantees on the assets of clients are required. In order to monitor credit risk, customers are grouped according to the category they belong to, their credit risk character- istics, the maturity of their receivables and any previous receivables that they have caused, taking into account future factors as well as the economic environment. Impairment The Group and the Company, in the finan- cial assets that are subject to the model of expected credit losses, include receivables from customers and other financial assets. The Group and the Company recognize provisions for impairment with regard to the expected credit losses of all finan- cial assets. The expected credit losses are based on the difference between the contractual cash flows and the entire cash flows which the Group (or the Company) anticipates to receive. The difference is discounted by using an estimate concern- ing the initial effective interest rate of the financial asset. For the trade receivables, the Group and the Company applied the simplified approach of the accounting standard and calculated the expected credit losses based on the expected credit losses for the entire lifetime of these items. Regarding the remaining financial as- sets, the expected credit losses are being Annual Financial Report as of 31.12.2023 Page 31 of 292 Amounts in thousand Euro, unless stated otherwise calculated according to the losses of the next 12 months. The expected credit loss- es of the following 12 months is part of the anticipated credit losses for the entire life of the financial assets, which emanates from the probability of a default in the payment of the contractual obligations within the next 12-month period starting from the reporting date. In case of a signif- icant increase in credit risk since the initial recognition, the provision for impairment will be based on the expected credit losses of the entire life of the asset. At the date of the preparation of the finan- cial statements, impairment of receivables from customers and other financial assets was made on the basis of the above. The following table presents an analysis of the maturity of Trade Receivables’ balanc- es at 31.12.2023. Maturity of Trade Receivables’ balances at 31.12.2023 Group 01 – 30 days 18,385 31 – 90 days 35,046 91 – 180 days 8,876 180 days and over 7,324 Subtotal 69,631 Provisions for doubtful receivables (7,452) Total 62,179 The analysis of provision in below table: Analysis of provisions Expected Credit Losses Expected Credit Losses % 01 – 30 days 3 0.02 % 31 – 90 days 78 0.22 % 91 – 180 days 377 4.25 % 180 days and over 6,994 95.51 % Total 7,452 100.00 % The above amounts are expressed in terms of due days in the table below: Analysis of not past due/overdue Group Trade receivables at 31.12.2023 Group Receivables current 46,545 Overdue receivables 1 – 30 days 11, 856 Overdue receivables 31 – 90 days 3,765 Overdue receivables above 91 days 7,4 65 Subtotal 69,631 Provisions for doubtful receivables (7, 452) Total 62,179 With regard to uninsured receivables over- due more than 90 days, which the Group has classified as doubtful, relevant provi- sions have been made which are deemed as sufficient. Correspondingly, the amounts of maturity and past due for the financial year 2022 are presented in the following tables: Page 32 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Maturity of Trade Receivables’ balances at 31.12.2022 Group 01 – 30 days 19,708 31 – 90 days 37,429 91 – 180 days 8,196 180 days and over 7,126 Subtotal 72,459 Provisions for doubtful receivables (7,690) Total 64,769 Analysis of not past due/overdue Group Trade receivables at 31.12.2022 Group Receivables current 52,008 Overdue receivables 1 – 30 days 9,838 Overdue receivables 31 – 90 days 3,015 Overdue receivables above 91 days 7,598 Subtotal 72,459 Provisions for doubtful receivables (7,690) Total 64,769 Liquidity Risk Liquidity risk monitoring focuses on the management of cash inflows and outflows on a consistent basis, so that the Group has the ability to meet its cash liabilities and re- tain the cash reserves required for its oper- ations. Liquidity is managed by maintain- ing cash and approved bank credit lines. At the date of preparation of the financial statements, unused approved bank cred- its were available to the Group, which are considered sufficient to handle any possi- ble shortage of cash in the future. Short-term bank liabilities are renewed at maturity, as they are part of the approved bank credit lines. The following table presents the liabilities – disbursements according to their matu- rity dates. Group 31.12.2023 Up to 1 month 1-6 months 6-12 months 1-5 Years Over 5 years Total Suppliers 17,088 21,284 90 - - 38,462 Other short-term liabilities 11, 611 9,695 72 - - 21,378 Short-term debt 4,881 16,776 4,898 - - 26,555 Liabilities from leasing (short-term portion) 85 444 611 - 1,140 Long-term debt - - - 26,713 1,077 27,79 0 Liabilities from leasing (long-term portion) - - - 1,885 - 1,885 Other long-term liabilities - - - 518 - 518 Total 31.12.2023 33,665 48,199 5,671 29,116 1,077 117,728 Annual Financial Report as of 31.12.2023 Page 33 of 292 Amounts in thousand Euro, unless stated otherwise The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in countries outside Greece. The management uses hedge in- struments, mainly foreign currency for- ward contracts, to hedge the risks arising from changes in foreign exchange rates. Sensitivity analysis of the effect of ex- change rate changes is depicted in the ta- ble below. Group 31.12.2022 Up to 1 month 1-6 months 6-12 months 1-5 Years Over 5 years Total Suppliers 21,357 19,051 222 - - 40,630 Other short-term liabilities 11, 324 10,367 1,279 - - 22,970 Short-term debt 3,658 8,735 14,596 - - 26,989 Liabilities from leasing (short-term portion) 86 383 498 - - 967 Long-term debt - - - 30,993 648 31,641 Liabilities from leasing (long-term portion) - - - 1,446 24 1,470 Other long-term liabilities - - - 174 - 174 Total 31.12.2022 36,425 38,536 16,595 32,613 672 124,841 Foreign Exchange Risk Foreign Currency 2023 2022 Change of foreign currency against Euro * Profit before tax USD GBP Other USD GBP Other +5% (155) (53) - (333) 65 (18) -5% 172 58 - 368 (72) 21 Equity +5% (58) (438) (319) (56) (881) (302) -5% 64 484 352 62 974 334 Note • Profits before Taxes are converted at the average exchange rates. • Equity is converted at the exchange rate at the closing date of each fiscal year. Page 34 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The long-term loans of the Group have been granted by Greek and foreign banks and are mainly in Euro. Their repayment time varies, depending on the loan agree- ment and they are usually linked to Euribor plus spread. The Group’s short-term loans have been granted by various banks, with Euribor interest rate plus spread as well as Libor interest rate plus spread. The Group Management monitors the evolution of the interest rates level and initiate actions, to the extent possible, to retain or decrease the spreads. At the same time, effort is being placed on liquidity management, with a target to maintain a rational debt balance, compared with Group’s sales volume, profitability level and its investment plans. It is estimated that a change in the average annual interest rate by 1% will result in a (charge) / improvement of Earnings before Tax as follows: Possible interest rate change Effect on Earnings before Tax Group 2023 2022 Interest rate increase 1% (573) (610) Interest rate decrease 1% 573 610 Capital Adequacy Risk The Group monitors capital adequacy us- ing the Net Debt to Equity ratio and the Net Debt to EBITDA ratio. The Group’s ob- jective in relation to capital management is to ensure the ability for its smooth oper- ation in the future, while providing ratio- nal returns to shareholders and benefits to other parties, as well as to maintain an adequate capital structure so as to ensure a low cost of capital. For this purpose, it systematically monitors working capital in order to maintain the normal level of ex- ternal financing. Interest Rate Risk Capital Adequacy Risk Group 2023 2022 Long-term debt 27,79 0 31,641 Long-term debt from leases 1,885 1,470 Short-term debt 26,555 26,989 Short-term debt from leases 1,140 967 Total Debt 57,370 61,067 Minus cash & cash equivalents 27, 8 01 39,610 Net Debt 29,569 21,457 EBITDA 44,017 48,243 NET DEBT / EBITDA 0.67 0.44 EQUITY 277,054 267,861 NET DEBT / EQUITY 0.11 0.08 Annual Financial Report as of 31.12.2023 Page 35 of 292 Amounts in thousand Euro, unless stated otherwise * Concerns Total Operations ** An amount of € 13,269 regarding time bank deposits is not included in Cash bal- ance and therefore in Net Debt.These Time Bank Deposits which have been con- cluded during the current fiscal year, have a duration of more than three months, and have been transferred to other receivables. Therefore, adding the Group’s time deposits, the Group’s Net Debt amounts to € 16.300 (compared to €21.457 in 2022), while the value of the Net Debt / EBITDA ratio is 0.37 (0.44 for 2022), and the value of the Net Debt/Equity ratio is 0.06 (0.08 for 2022). Climate Change Risk SECTION 3: Significant Transactions with Related Parties The most significant transactions between the Company and its related parties, as defined by International Accounting Stan- dard 24, are described below. It should be noted that the reference to the particular transactions includes the following data: a) The amount of the most significant transactions for the year 2023 b) Their unpaid balance at the end of the year (31.12.2023) c) The nature of relation between the related party and the Company, as well as d) Any information concerning the trans- actions, which is necessary for the un- derstanding of the Company’s finan- cial position, only to the extent that these transactions are material. Company’s Revenues from Related Parties The following table includes the Com- pany’s most material revenue (includes Turnover and other income) streams from Related parties, i.e. from company’s sub- sidiaries: The categorization of climate-related risks includes four main groups of risks, with risks related with water, tempera- ture, wind and solid matirial according to Annex A of the Climate Delegated Act. In this context, an assessment of climate risks and of sensitivity of Group’s activities will be carried out. It is pointed out that the Group has and implements an Emergen- cy Response Plan (EPR)at the facilities. At EPR, it is recorded all the preventive mea- sures taken to minimize the risk of fire, of heat, of heavy snowfall / frost, of gale force winds, of storms and of floods. At the same time, repair and maintenance costs are incurred every year for all the facilities related to the prevention and treatment of the effects of climate change, as well as fixed investments that also protect, as far as possible, the Group’s facilities from natural disasters. Finally, it should be not- ed that according to the Group’s standard policy, the facilities are insured against all risks, in order to further ensure the smooth operation and recovery of operations in the event of natural disasters. Page 36 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Income Thrace Nonwovens & Geosynthetics Single Person SA 1,564 Don & Low LTD 1,537 Thrace Plastics Pack SA 916 Thrace Polyfilms Single Person SA 364 Thrace Ipoma A.D. 280 Synthetic Holdings LTD 280 Thrace Polybulk AB 255 Thrace Synthetic Packaging LTD 208 Thrace Polybulk AS 207 Thrace Linq Inc 200 Total 5. 811 Short-term Liabilities of the Company to Related Parties There is no material short-term liabilities from Related parties for 2023. Remuneration to the members of the Board of Directors The remuneration granted to the mem- bers of the Company’s Board of Direc- tors amounted to € 1,571 in 2023 against € 1,664 in 2022. The remuneration of the members of the Board of Directors for the Group amounted to € 4,436 in 2023 versus € 4,797 in 2022 and relate to the Boards of Directors of 19 companies and to 31 peo- ple that participate in these BoDs, includ- ing salaries of the executive members of the Boards, other remuneration and ben- efits of both the executive and the non-ex- ecutive members. Bank guarantees and grants in favor of its subsidiaries Bank guarantees issued by banks on be- half of the Company against third parties (State owned companies, Suppliers, Cus- tomers) amount to € 834. The Company has granted guarantees to banks against long-term loans of its sub- sidiaries. On 31 st December 2023, the out- standing amount for which the Company had provided guarantee settled at € 42,187 and is analyzed as follows: Guarantees for Subsidiaries 2023 Thrace Nonwovens & Geosynthetics Single Person S.A. 19,262 Thrace Plastics Pack S.A. 18,425 Thrace Polyfilms Single Person SA 4,500 Total 42,187 Statutory external auditors fees During the financial year 2023, the total fees paid to Chartered Auditors-Accoun- tant, for audit and non-audit services, amounted to € 657 for the Group and to € 98 for the Company. To sum up, there were no changes in trans- actions between the Company and its re- lated parties that could have had material Annual Financial Report as of 31.12.2023 Page 37 of 292 Amounts in thousand Euro, unless stated otherwise effect on the financial position and perfor- mance of the Company during the finan- cial year 2023. All transactions described above have taken place on an arms length basis and contain no special or extraordinary fea- tures which in opposite case would have made compulsory the further analysis of the above per related party. SECTION 4: Analytical Information according to Article 4 par. 7 and 8 of Law 3556/2007, as currently in effect The Company, according to article 4 par. 7 and 8 of L. 3556/2007 is required to include in the present Report, analytical informa- tion regarding a series of issues, as follows: 4.1. Structure of Company’s share capital The Company’s share capital on 31.12.2023 amounted to twenty eight million eight hundred sixty nine thousand, three hun- dred fifty eight Euros and thirty two cents (€28,869,358.32) and was divided into forty three million seven hundred forty one thou- sand, four hundred fifty two (43,741,452) common registered shares, with a nomi- nal value of sixty six cents (€ 0.66) each. All Company shares are common, registered, with voting rights (with the exception of any treasury shares held by the Company), and are listed on the organized Market of the Athens Stock Exchange and specifical- ly in the Main Market under the Chemicals – Specialized Chemicals sector. The struc- ture and the formation of the Company’s share capital are presented in detail in arti- cle 5 of the Company’s Articles of Associa- tion. The Company’s shares were listed on the Athens Exchange on 26 June 1995 and are being traded on this market up until today, without any interruption. From each share, all rights and obligations stipulated by the law and the Company’s Articles of Association emanate. The possession of each share results automatically into the full and with no reservations acceptance Page 38 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise of the Company’s Articles of Association and the decisions that have been made by the pertinent bodies of the Company in ac- cordance with the law and the Articles of Association. Each share provides for one (1) voting right. 4.2. Limitations to the transfer of Company shares The transfer of Company shares takes place as stipulated by the Law and there are no limitations regarding such transfers in relation to its Articles of Association or other special agreements or other regula- tory provisions. 4.3. Significant direct or indirect shareholdings according to the definition of Law 3556/2007 With regards to significant shareholdings in the share capital and voting rights of the Company, according to the definition of provisions of articles 9 to 11 of L. 3556/2007, the Company’s shareholders, with equity stake above 5%, as of 31.12.2023 were the following: LAST NAME NAME SHARES IN “JOINT IN- VESTMENT SHARES” SHARES NOT IN “JOINT IN- VESTMENT SHARES” TOTAL SHARES VOTING RIGHTS Chalioris Konstantinos 41.15% 2.13% 43.29% 43.29% Chaliori Effimia - 20.85% 20.85% 20.85% Chalioris Alexandros 20.58% 0.48% 21.06% 0.48% Chalioris Stavros 20.58% 0.48% 21.06% 0.48% For additional information please see the corpo- rate announcement 10/3/2023, which is summa- rized as follows: Mr. Konstantinos Chalioris, shareholder and Chair- man of the Board of Directors of the Company, transferred from his individual share, to two “Joint Investor Shares” (KEM), the first one jointly created with his son Alexandros Chalioris and the second one jointly created with his son Stavros Chalioris (himself being the first beneficiary in both “Joint In- vestor Shares”), a total of 18,000,983 common regis- tered shares with voting rights, i.e. a percentage of 41.153% of a total of 43,741,452 common registered shares with voting rights of the Company. However, following the above, there was absolutely no change in the number and percentage of shares and voting rights controlled by Mr. Konstantinos Chalioris, who holds a total of 18,936,558 common registered shares with voting rights of the Compa- ny (and the same number of voting rights) a per- centage of 43.292%. More specifically, he holds 18,000,983 common registered shares through the aforementioned “Joint Investor Share” and 935,575 common registered shares with voting rights (per- centage 2.139%) through his individual share. Mr. Stavros Chalioris, son of Konstantinos, due to his participation in the aforementioned “Joint Inves- tor Share” (which he holds jointly with Konstanti- nos Chalioris) holds 9,000,491 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage 0.484%) in his indi- vidual share and, Mr. Alexandros Chalioris, son of Konstantinos, due to his participation in the afore- mentioned “Joint Investor Share” (which he holds jointly with Konstantinos Chalioris) holds 9,000,492 common registered shares of the Company (per- centage 20.577%), while he already holds 212,071 common registered shares with voting rights (per- centage of 0.484%) in his individual share. No other person or legal entity owned a percentage over 5% of the share capital. Annual Financial Report as of 31.12.2023 Page 39 of 292 Amounts in thousand Euro, unless stated otherwise The data regarding the number of shares and voting rights held by individuals with a significant shareholdings have been de- rived from the Shareholder Registry kept by the Company and from disclosures by the shareholders provided to the Compa- ny according to Law (and MAR). 4. 4. Shares incorporating special control rights There are no Company shares that provide special control rights to owners. 4.5. Limitations on voting rights According to the Company’s Articles of As- sociation, there are no limitations on vot- ing rights. 4.6. Agreements of Company shareholders To the knowledge of the Company there are no shareholder agreements, which re- sult in limitations on the transfer of shares or limitations on the exercise of voting rights that emanate from its shares. 4.7. Rules for appointment and replacement of Board members and the amendment of the Articles of Association, which deviate from the provisions of C.L. 4548/2018 The rules stated by the Company’s Articles of Association regarding the appointment and replacement of its Board of Directors’ members and the amendment of the pro- visions of its Articles of Association, do not differ from those stipulated by C.L. 4548/2018 as it is in effect. 4.8. Responsibility of the Board of Directors or specific Board members for the issuance of new shares or the purchase of treasury shares. There is no special and permanent compe- tence of the Board of Directors or some of its members for the issuance of new shares or the purchase of treasury shares accord- ing to article 49 of law 4548/2018.The rel- evant power and responsibility is given to the Company’s Board of Directors by virtue of a relevant decision of the General Meet- ing of its shareholders. 4.9. Significant agreements made by the Company and put into ef - fect, amended or terminated in case of a change in the Compa - ny’s control following a tender offer. There are no such agreements, which are put into effect, amended or terminated, in case of a change in the Company’s control following a tender offer. 4.10. Significant agreements made by the Company with Board members or the Company’s personnel There are no agreements of the Company with the members of its Board of Directors or its personnel, which provide for the pay- ment of indemnity specifically in case of resignation or termination of employment without reasonable cause, or of the termi- nation of their term or employment, due to a public offering. Page 40 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The Extraordinary General Meeting of the Company’s shareholders on February 2, 2017 decided, inter alia, to approve the purchase of own shares through the Ath- ens Stock Exchange under the provisions of the pre-existing article 16 of Codified Law 2190/1920, which expired on 02-02- 2019. Under the aforementioned plan, and until its expiration, the Company acquired 4,324 own shares. The Extraordinary General Meeting of the Company’s shareholders on March 19, 2019 decided, inter alia, to approve the acquisi- tion of own shares through the Athens Stock Exchange in accordance with the provisions of article 49 of law 4548/2018 as currently in force, which expired on 19.03.2022. Under the above plan and un- til its completion, the Company acquired 318,364 treasury shares, with an average purchase price of 2.4373 Euros per share, which correspond to a percentage of 0.728% of the share capital. The Annual General Meeting of the Com- pany’s shareholders of May 21, 2021 decid- ed, inter alia, to approve the acquisition of own shares through the Athens Stock Ex- change in accordance with the provisions of article 49 of law 4548/2018 as currently in force, which expired on 19.03.2022. Under the above plan and until its completion, the Company acquired 428,708 treasury shares, with an average purchase price of 5.89 Euros per share, which correspond to a percentage of 0.98% of the share capital. The Annual General Meeting of the Com- pany’s shareholders of May 25, 2023 decid- ed to approve by unanimously approval the Company’s treasury shares buy-back plan in accordance with the provisions of article 49 of Law 4548/2018, as in force, and in particular the purchase within a period of twenty-four (24) months from the date of this decision, i.e. until 24.05.2025, of a maximum number of 4,341,876 common registered shares (with the total treasury shares already owned by the Company, from a previous share buyback program, included and aggregated in relation to the above limit), with a purchase price range between fifty cents of Euro (0.50€) (mini- mum) per share and ten Euro (10 €) (maxi- mum) per share. During the execution of the above share buyback program and in execution-im- plementation of the above decision of the General Meeting of Shareholders, the Company proceeded, in accordance with the provisions of Regulation (EU) 596/2014 of the European Parliament and of the Council as of 16 April 2014 and of the Commission’s Delegated Regulation (EU) 2016/1052 as of 8 March 2016, with the purchase of a total of 50,653 common reg- istered shares carrying voting rights, based on an average price of EUR 4.69 per share, corresponding to 0.12% of the equity. The Company held on 31.12.2023 a total of 802.049 treasury shares which correspond to a percentage of 1.83% of the share capital. SECTION 5: Treasury Shares Annual Financial Report as of 31.12.2023 Page 41 of 292 Amounts in thousand Euro, unless stated otherwise 1. Group Financial Results Continuing Operations The following table depicts the Group’s financial results (from continuing operations) for the year 2023 compared to the year 2022: Financial Results of Year 2023 (Continuing Operations) (amounts in thousand Euro) Year 2023 Year 2022 Change % Turnover 345,373 394,382 -12.4% Gross Profit 77,069 84,263 -8.5% Gross Profit Margin 22.3% 21.4% ΕΒΙΤ 20,663 27,4 07 -24.6% EBIT Margin 6.0% 6.9% EBITDA 44,017 48,259 -8.8% EBITDA Margin 12.7% 12.2% Adjusted EBITDA 44,017 48.850 -9.9% Adjusted EBITDA Margin 12.7% 12,4% Earnings before Taxes (EBT) 21,336 32,068 -33.5% EBT Margin 6.2% 8.1% Earnings after Taxes (EAT) 18,326 26,270 -30.2% EAT Margin 5.3% 6.7% Total EATAM 17,767 25,777 -31.1% EATAM Margin 5.1% 6.5% Earnings per Share (in euro) 0.4134 0.5985 -30.9% Note: The alternative performance measures are presented and described analytically in the section 7 of the present Report. SECTION 6: Review of material financial figures of 2023 Below, an analysis of the changes observed in key financial figures of the financial re- sults compared to the previous year is in- cluded. It is noted that EBITDA, Adjust- ed EBITDA, EBIT and Earnings before Taxes for the year 2022 also include profits from sales of COVID-19 related products amounting to €5.3 mil. Also, EBT of both years include accounting profits from the reversal of provision related to OAED receivable, previously written off (for further details, please refer to section 3.16), of an amount of €1.088 for 2023 and €4.563 for 2022 re- spectively. Page 42 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise * EBITDA is defined as operating earn- ings before taxes, interest, deprecia- tion, financing and investing activities. EBITDA is calculated as follows: “Operating profit / (loss) before taxes, cash and investment results - continuing opera- tions” plus “Depreciation”, where: - Operating profit / (loss) before taxes, finance and investment results – con- tinuing operations (see “Information by Sector, Statement of Results for the Period”, point 3.2): €20,663. - Depreciation (see “Information by Sec- tor, Statement of Results for the Peri- od”, point 3.2): €23,354. In addition, Adjusted EBITDA is calculated as EBITDA, minus extraordinary, non-re- curring profits or expenses, where for the period 01/01/2023 – 31/12/2023, there were no extraordinary, non-recurring prof- its or expenses. Turnover € 345,373 (-12.4%) Decrease in consolidated turnover by 12.4%, compared to the previous year, while the volume of consolidated sales is almost at the same level, with an increase of 0.5%. As volume did not change, com- pared to the previous year, the decrease in Turnover was solely due to the decrease in average selling prices, due to the decrease in the average prices of primary and sec- ondary raw materials as well as the cost of energy during the year. Consequently, this reduction transferred in average sell- ing prices. This is a standard practice of all suppliers in the specific industry, while cor- respondingly any increases in the average purchase prices of the basic cost elements are passed on to the customers through the average sales prices partly or in total. In particular and in terms of sales volume, the Packaging sector posted an increase of 4.3% and the Technical Fabrics sector recorded a decrease of 1.1%, compared to the year 2022. Gross Profit €77,069 (-8.5%) Gross profit amounted to €77,069, posting a drop by 8,5% compared to the previ- ous year. However it should be noted that Group also recorded profits due to sales re- lated to Covid-19 products, mainly during the first quarter of 2022, amounted to €5.3 mil. at the level of EBT, EBIT and ΕΒΙΤDA. It is also noted that the machinery related to the COVID-19 products were depreciated using the diminishing balance method, therefore the depreciation of fiscal years 2022 and 2023 related to this specific cat- egory of products was immaterial. The gross profit margin settled at 22.3% compared to 21.4% in 2022. (EBIT) € 20,663 (-24.6%) Earnings before financial and investing activities and taxes amounted to €20,663, posting a decrease of 24.6%, compared to the previous year, however, the comparison between the two years becomes difficult as on 2022 the Group additionally recorded profits from the sales of personal protective equipment from COVID-19, amounted to €5.3 mil. Therefore, recurring EBIT 2022 from traditional portfolio amounted to € 22,107,after deducting the extraordinary profits due to COVID-19 products. The deviation shown, compared to 2023, is mainly due to the increased depreciation of 2023 (annual depreciation increase of € 2,501). It is also noted that the machines related to the COVID-19 products were depreciated using the diminishing balance Annual Financial Report as of 31.12.2023 Page 43 of 292 Amounts in thousand Euro, unless stated otherwise method, therefore the depreciation of fiscal years 2022 and 2023 related to this specific category of products was immaterial. Accordingly, the EBIT margin stood at 6.0% compared to 6.9% in FY2022 and as it has already mentioned the comparison is diffi- cult due to COVID-19 products. EBITDA € 44,017 (-8.8%) Earnings before financial and investing activities, depreciation, amortization, im- pairments and taxes amounted to €44,017, recording a drop by 8.8% compared to the previous year, however, the comparison between the two years becomes difficult as on 2022 the Group recorded also prof- its from the sales of personal protective equipment from COVID-19. The recurring EBITDA of 2022 from traditional portfolio amounted to € 42,959 (excluding profits of €5.3 mil. in EBITDA level from sales of products related to COVID-19). Therefore, in directly comparable terms, the EBITDA for 2023 recorded an increase of 2.4%, comparing with the previous year. Accordingly, the EBITDA margin settled at 12.7% compared to 12.2% during the previous year and as it has already men- tioned the comparison is difficult due to COVID-19 products. Earnings before Taxes (EBT) €21,336 (-33.5%) In 2023, EBT amounted to € 21,336, com- pared to EBT of 2022 of € 32,068. Howev- er, these amounts include non-recurring profits, which are summarized as follows: - Extraordinary profits related to COVID-19 products: In 2022, the Group recorded extraordinary profits of €5.3 mil. - Extraordinary Profits due to the rever- sal of provisions, related to claims in relation to OAED (see Note 3.16): For 2023, the extraordinary profits from the reversal of provisions amounted to € 1,088, while for 2022, the amount of the corresponding profits was € 4,563. It is noted that this specific category of profits is included in Financial Income. Therefore, in comparable terms, exclud- ing the extraordinary profits, ΕΒΤ 2023 amounted to €20,248 (€21,336 deduct- ing €1,088 due to reversal of provisions), while the corresponding amount for 2022 amounted to €22,205 (EBT €32,068, de- ducting profits due to COVID-19 of €5,277 and deducting profit due to reversal of provisions of €4,563). The relative decrease is mainly due to increased depreciation and finance costs, as the increased oper- ating profitability (EBITDA) of 2023 partly offset the additional costs. Accordingly, EBT margin stood at 6.2% compared to 8.1% and as it has already mentioned the comparison is difficult due to COVID-19 products. Earnings after Taxes (EAT) €18,326 (-30.2%) Earnings after taxes amounted to €18,326, posting a reduction of 30.2% compared to the previous year. Respectively, the profit margin after taxes settled at 5.3% compared to 6.7% in the previous year. It is noted that, as has been extensive- ly mentioned above, for comparability purposes, the extraordinary profits from COVID-19 products and reversal of provi- sions should be deducted from EAT Page 44 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Earnings after Taxes and Non Con- trolling Interests (EATAM) € 17,767 (-31.1%) Earnings after Taxes and Non-Controlling Interests amounted to € 17,767, posting a decrease of 31.1% compared to the previ- ous year. Respectively, the profit margin after taxes and non-controlling interests stood 5.1% in 2023 compared to 6.5% in 2022. It is noted that, as has been extensive- ly mentioned above, for comparability purposes, the extraordinary profits from COVID-19 products and reversal of provi- sions should be deducted from EATAM as well. Total Operations Due to the decision to permanently discon- tinue the production of Thrace Linq INC, which was decided in order for the Group to focus on more profitable activities, this particular activity is reported in the income statement and other comprehensive in- come as discontinued operations. For the completeness of information pro- vided, the following table presents the Group’s financial results in total (from Con- tinuing and Discontinued Operations) in 2023, in comparison with the year of 2022: Financial Results of Year 2023 (CONTINUING & DISCONTINUED OPERATIONS) (amounts in thousand Euro) Year 2023 Year 2022 Change % Turnover 345,373 394,382 -12.4% Gross Profit 77,069 84,263 -8.5% Gross Profit Margin 22.3% 21.4% ΕΒΙΤ 20,663 27,391 -24.6% EBIT Margin 6.0% 6.9% EBITDA 44,017 48,243 -8.8% EBITDA Margin 12.7% 12.2% Adjusted EBITDA 44,017 48,850 -9.9% Adjusted EBITDA Margin 12.7% 12.4% Earnings before Taxes (EBT) 21,336 32,052 -33.4% EBT Margin 6.2% 8.1% Earnings after Taxes (EAT) 18,326 26,235 -30.1% EAT Margin 5.3% 6.7% Total EATAM 17,767 25,742 -31.0% EATAM Margin 5.1% 6.5% Earnings per Share (in euro) 0.4134 0.5977 -30.8% Note: The alternative performance measures are presented and described analytically in the section 7 of the present Report Annual Financial Report as of 31.12.2023 Page 45 of 292 Amounts in thousand Euro, unless stated otherwise The Company’s business purpose, apart from being a holding company, relates also to the provision of support services to its subsidiaries. Specifically the Company’s in- come is generated from the provision of ad- ministrative, operating and organizational support services, financial and tax services, IT and consulting services in the areas of marketing and sales, the preparation of fi- nancial feasibility studies, and the general provision of consulting services which en- sure the proper operation of subsidiaries at all levels. Specifically for the year 2023, the Turnover of the Company concerning the provision of the above services amounted to € 5,600 against € 5,658 in 2022, therefore remaining essentially at the same levels. The Losses before Taxes, Financial and Investment Re- sults amounted to € 515 in 2023 compared to a loss of € 648 in 2022. Earnings before taxes for the year 2023 amounted to 12,364 compared to € € 12,775 in 2022, posting a decrease of 3.2%. Finally, Earnings after tax- es in 2023 amounted to € 11,070 compared to € 11,171 in 2022, recording a decrease of 0.9%. 2. Parent Company’s Financial Results Technical Fabrics Packaging Other Production and trade of technical fabrics for industrial and technical use. Production and trade of packaging products, plastic bags, plastic boxes for packaging of food and paints and other packaging materials for agricultural use. It includes the Agricultural sector and the business activity of the Parent company which apart from the investing activities provides also Administrative – Financial – IT services to its subsidiaries. 3. Financial Results of the Group per Business Segment The operating segments are based on the different product category, the structure of the Group’s management and the inter- nal reporting system. Using the criteria, as defined in the accounting standards and based on the different activities of the Group, the business activity of the Group is divided into two business segments, name- ly “Technical Fabrics” and “Packaging”. The information about the sectors of activity which are not reported as separate ones has been collected and presented in the category “Other”, which includes the agri- cultural sector as well as the activities of the Parent Company. The description and financial results of the Group’s operating segments are presented as follows: During the year 2020, which was character- ized by the spread of the coronavirus Covid 19 pandemic, the Group faced significantly increased demand for specific products in its existing product portfolio and particu- larly in the area of technical fabrics used in personal protection and health appli- cations (Personal Protective Equipment). This high demand continued and peaked in 2021. Page 46 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise During the year 2022, a sharp reduction in demand for products related to the COVID-19 pandemic was observed, re- sulting into significantly lower sales and profitability for the Group compared to the previous year. The first quarter of 2022 was an exception to the above, as due to the spread of “Omicron” variant but mainly due to the execution of the last part of a contractual agreement signed with a local health system, the Group posted strong profitability which was however much lower than the level of the corresponding period of 2021. From the year 2023 onwards, having en- tered into the post-pandemic era, person- al protection and health products are not presented separately, following the same pre-pandemic disclosure practice. Instead, they will comprise another product cate- gory within the context of the Group’s nor- mal business activity. More specifically, Earnings before Taxes from Continuing Operations at the Group level for 2022 amounted to €32.1 million, of which, according to Management’s estimates, €5.3 million were related to COVID-19 products. More specifically, €3.0 million were allocated in the Sector of “Technical Fabrics”, and €2.3 million were allocated in the Sector of “Packaging”. The following table summarizes the course of financial results from continuing oper- ations of the individual sectors in which the Group activated during the year 2023. Annual operating and pre-tax profitability (EBITDA and EBT) should be compared to the corresponding profitability of the pre- vious year, without including the extraor- dinary gains profits from sales of COVID-19 products in the Group and segment re- sults: FINANCIAL RESULTS PER SEGMENT CONTINUING OPERATIONS Sector Technical Fabrics Packaging Other Intra- Segment Eliminations Group 12M 2023 12M 2022 % Ch. 12M 2023 12M 2022 % Ch. 12M 2023 12M 2022 12M 2023 12M 2022 12M 2023 12M 2022 Turnover 230,755 274,488 -15.9% 125,202 132,672 -5.6% 5,600 5,658 -16,184 -18,436 345,373 394,382 Gross Profit 47,555 56,478 -15.8% 28,875 27,239 6.0% 266 282 373 264 77,069 84,263 Gross Profit Margin 20.6% 20.6% 23.1% 20.5% 4.8% 5.0% - - 22.3% 21.4% EBITDA 24,635 29,688 -17.0% 19,655 18,892 4.0% -263 -339 -10 19 44,017 48,259 EBITDA Margin 10.7% 10.8% 15.7% 14.2% -4.7% -6.0% - - 12.7% 12.2% Annual Financial Report as of 31.12.2023 Page 47 of 292 Amounts in thousand Euro, unless stated otherwise GROUP 345,373 77,069 44,017 Turnover 12M 2023 EBITDA GROSS PROFIT EBITDA 230.755 47.555 24.635 12M 2023 GROSS PROFIT 125,202 12M 2023 EBITDA 28,875 19,655 GROSS PROFIT 5,600 12M 2023 EBITDA -263 266 GROSS PROFIT PACKAGING OTHER TECHNICAL TEXTILES Turnover Turnover Turnover 4. Group Consolidated Statement of Financial Position The following table summarizes the basic financial figures of the Group’s financial posi- tion as of 31.12.2023: (amounts in thousand Euro) 31.12.2023 31.12.2022 Change % Property, Plant & Equipment 177,670 169,218 5.0% Rights-of-use assets 3,154 2,521 25.1% Investment Property 113 113 0.0% Intangible Assets 10,316 10,357 -0.4% Investments in Joint Ventures 20,475 19,921 2.8% Net benefit from funded defined benefit plans 9,533 7,169 33.0% Other Long-term Receivables 138 132 4.5% Deferred Tax Assets 326 357 -8.7% Total Fixed Assets 221,725 209,788 5.7% Inventories 72,003 76,415 -5.8% Income Tax Prepaid 956 1,984 -51.8% Trade Receivables 62,179 64,769 -4.0% Other Receivables 21,523 11,9 45 80.2% Fixed Assets Held for Sale 77 284 -72.9% Cash & Cash Equivalents 27, 801 39,610 -29.8% Page 48 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise (amounts in thousand Euro) 31.12.2023 31.12.2022 Change % Total Current Assets 184,539 195,007 -5.4% TOTAL ASSETS 406,264 404,795 0.4% TOTAL EQUITY 277,054 267, 861 3.4% Long-term Debt 27,79 0 31,641 -12.2% Liabilities from Leases 1,885 1,470 28.2% Provisions for Employee Benefits 1,658 1,385 19.7% Deferred Tax Liabilities 7,910 9,660 -18.1% Other Long-term Liabilities 518 174 197.7% Total Long-term Liabilities 39,761 44,330 -10.3% Short-term Debt 26,555 26,989 -1.6% Liabilities from Leases 1,140 967 17.9% Income Tax 1,914 1,048 82.6% Suppliers 38,462 40,630 -5.3% Other Short-term Liabilities 21,378 22,970 -6.9% Total Short-term Liabilities 89,449 92,604 -3.4% Total Liabilities 129,210 136,934 -5.6% TOTAL EQUITY & LIABILITIES 406,264 404.795 0.4% Fixed Assets € 221,725 (+5.7%) The increase is mainly a result of the imple- mentation of new investments (asset’s ad- ditions) during the year, which are signifi- cantly greater compared to depreciation for the year. Current Assets € 184,539 (-5.4%) The decrease in current assets by 5.4% is mainly due to the relative decrease in in- ventories and receivables, compared to the previous year, as a result of the de- crease in the average cost of primary and auxiliary materials, but also of the cost of energy and the consequent reduction of average selling prices. The reduction of these parameters led to the reduction of the average prices of inventories and bal- ance of receivables. > Inventories: € 72,003 (-5.8%) The decrease in Inventories is mainly due to the relatively reduced purchase pric- es of primary and secondary materials, as mentioned above. Annual Financial Report as of 31.12.2023 Page 49 of 292 Amounts in thousand Euro, unless stated otherwise The Average Inventory Turnover Days however stood at 101 days compared to 87 days in 2022. The Average Trade Receivables Turnover Days stood at 67 days compared to 60 days in 2022. Equity € 277,054 (+3.4%) Equity amounted to € 277,054, posting an increase of 3.4% compared to 31.12.2022. Provisions for Employee Benefits (Net Asset) € 7,875 This asset is mainly due to the valuations of the assets using the updated discount rates. The largest share in the actuarial sur- plus of the Group comes from Don & Low LTD and the details of its plan are analyzed below. 31.12.2023 31.12.2022 Present Value of Liabilities (102,405) (101,252) Present Value of Fixed Assets 111, 8 4 0 108,355 Net Asset Recognized in Balance Sheet 9,435 7,103 The asset allocation of the plan is as fol- lows: Asset allocation 31.12.2023 31.12.2022 Mutual Funds (Stock Market) 78,793 13,418 Mutual Funds (Bond Market) 13,971 63,480 Mutual Funds (Diversified Growth Funds) 13,997 22,438 Other 5,079 9,020 Total 111,840 108,355 The assets of the plan are measured at fair value and consist of Mutual Funds of Baillie Gifford, Legal & General Investment Man- agement as well as Ninety One plc. Net Debt € 29,569 Net debt settled at €29,569, while on 31.12.2022 amounted to €21,457. The Net Debt / Equity ratio stood at 0.11x on 31.12.2023 versus 0.08x on 31.12.2022. The Group’s Net Debt / EBITDA ratio for the pe- riod under consideration settled at 0.67x. It is noted that on 31.12.2022 the above ratio stood at 0.44x. An amount of € 13,269 regarding time bank deposits is not included in Cash balance and therefore in Net Debt. These Time Bank Deposits which have been concluded during the current fis- cal year, have a duration of more than three months, and the relative amount have been transferred to other receiv- ables. Therefore, adding the Group’s time deposits, the Group’s Net Debt amounts to € 16.300 (compared to €21.457 in 2022), while the value of the Net Debt / EBITDA ratio is 0.37 (0.44 for 2022), and the value of the Net Debt/ Equity ratio is 0.06 (0.08 for 2022). Page 50 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Short-term Liabilities €89,449 (-3.4%) Short-term liabilities amounted to €89,449, compared to €92,604 on 31.12.2022, post- ing a decrease of 3.4%, which is due to the decrease in Suppliers and Other Current Liabilities. > Suppliers: € 38,462 (-5.3%) The decrease in Suppliers is mainly due to the gradually lower purchase prices of primary and secondary raw materials and therefore to the reduction of the relevant liabilities. The average Suppliers Turnover Ratio set- tled at 54 days versus 57 days in 2022. 5. Financial Ratios Following the above analysis, some basic Financial Ratios of the Group based on the Total Operations are presented below: Ratios Calculation 2023 2023 2022 Calculation 2022 Explanation Capital Structure Ratios Total Liabili- ties/Equity Total Liabilities: 129,210/ Equity: 277,054 0.5 0.5 Total Liabilities: 136,934/ Equity: 267,861 Relation between Liabilities and Equity Net Debt/ Equity Net Debt: 29,569/ Equity: 277,054 0.11 0.08 Net Debt: 21,457/ Equity: 267,861 Relation between Debt and Equity Net Debt/ EBITDA Net Debt: 29,569/ EBITDA: 44,017 0.67 0.44 Net Debt: 21,457/ EBITDA: 48,243 Relation between Debt and Earnings before Interest, Taxes, Depreciation and Amortization Fixed Assets/ Total Assets Fixed Assets: 221,725/ Total Assets: 406,264 0.5 0.5 Fixed Assets: 209,788/ Total Assets: 404,795 Asset Allocation between Current and Non-current Assets Current Assets/ Total Assets Current Assets: 184,539/ Total Assets: 406,264 0.5 0.5 Current Assets: 195,007/ Total Assets: 404,795 Equity/Net Fixed Assets Equity: 277,054 / Property, Plant & Equipment: 177,670 + Right-of-use Assets: 3,154 1.5 1.6 Equity: 267,861 / Property, Plant & Equipment: 169,218 + Right-of-use Assets: 2,521 The level of nancing of the Tangible Assets from the Equity Leverage Ratios Equity/Total Assets Equity: 277,054/ Total Assets: 406,264 0.7 0.7 Equity: 267,861/ Total Assets: 404,795 Relation between Equity and Total Assets Annual Financial Report as of 31.12.2023 Page 51 of 292 Amounts in thousand Euro, unless stated otherwise Ratios Calculation 2023 2023 2022 Calculation 2022 Explanation Interest Coverage EBIT TOTAL: 20,663/ Interest & related (Expense)/Income: 2,550 8.1 14.4 EBIT TOTAL: 27,391/ Interest & related (Expense)/Income): 1,901 Interest Income –Interest Expense Coverage from Operating Earnings (ΕΒΙΤ) Liquidity Ratios Current Ratio Total Current Assets: 184,539/ Total Short-term Liabilities: 89,449 2.1 2.1 Total Current Assets: 195,007/ Total Short-term Liabilities: 92,604 Total Current Assets/Total Short-term Liabilities Acid Test Ratio Total Current Assets: 184,539- Inventories: 72,003/ Total Short-term Liabilities: 89,449 1.3 1.3 Total Current Assets 195,007 - Inventories: 76,415/ Total Short-term Liabilities: 92,604 (Total Current Assets - Inventories)/Total Short- term Liabilities Prot Margins (%) Gross Prot Gross Profit: 77,069/ Total Turnover : 345,373 22.3% 21.4% Gross Profit: 84,263/ Total Turnover: 394,382 Gross Prot/ Total Turnover EBITDA EBITDA: 44,017/ Total Turnover: 345,373 12.7% 12.2% EBITDA: 48,243/ Total Turnover: 394,382 EBITDA/ Total Turnover Adjusted EBITDA Adjusted EBITDA: 44,017/ Total Turnover: 345,373 12.7% 12.4% Adjusted EBITDA: 48,850/ Total Turnover: 394,382 Adjusted EBITDA/ Total Turnover Earnings before Taxes Earnings before Taxes: 21,336/ Total Turnover: 345,373 6.2% 8.1% Earnings before Taxes: 32,052/ Total Turnover: 394,382 Earnings before Taxes/ Total Turnover Earnings after Taxes and Non Controlling Interest (NCI) Earnings after Taxes and NCI: 17,767/ Total Turnover: 345,373 5.1% 6.5% Earnings after Taxes and NCI: 25,742/ Total Turnover :394,382 Earnings after Taxes and NCI/ Total Turnover Receivables and Payables (in days) total Average Receivable Days [(Receivables 2023: 62,179+ Receivables 2022: 64,769)/2] / Turnover 2023: 345,373365 days 67 60 [(Receivables 2022: 64,769 + Receivables 2021: 64,547)/2] / Turnover 2022: 394,382 365 days [(Receivables 2023+ Receivables 2022)/2]/ Turnover 2022365 days Page 52 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Ratios Calculation 2023 2023 2022 Calculation 2022 Explanation Average Inventory Days [(Inventories 2023: 72,003 +Inventories 2022: 76,415)/2] / Cost of Sales 2023: 268,304 365 days 101 87 [(Inventories 2022: 76,415 +Inventories 2021: 71,835)/2] / Cost of Sales 2022: 310,119 365 days [(Inventories 2023+ Inventories 2022)/2] /Cost of Sales 2022365 days Average Suppliers Days [(Suppliers 2023: 38,462+ Suppliers 2022: 40,630)/2] /Cost of Sales 2023: 268,304 365 days 54 57 [(Suppliers 2022: 40,630+ Suppliers 2021: 55,441)/2] /Cost of Sales 2022: 310,119 365 days [(Suppliers 2023 +Suppliers 2022)/2] /Cost of Sales 2022365 days Consolidated Statement of Cash Flows In terms of consolidated cash flows, the Group recorded cash and cash equivalents of €27,801 on 31.12.2023 compared to €39,610 on 31.12.2022. CASH FLOWS 31.12.2023 31.12.2022 EBITDA 44,017 48,243 Non cash and non-operating movements (752) (2,083) Change in working capital 7,759 (26,379) Cash Flows from Operating Activities 51,024 19,781 Interest, Income Taxes & other financial expenses paid (4,426) (6,758) Total inflows/outflows from operating activities 46,598 13,023 Investing activities (26,670) (36,502) Financing activities (32,190) 1,003 Net increase/(decrease) in cash and cash equivalents (12,262) (22,476) Cash and cash equivalents at beginning of period 39,610 63,240 Effect from changes in foreign exchange rates on cash reserves 453 (1,154) Cash and cash equivalents at end of period 27, 801 39,610 * Refers to Total Operations It is noted that Cash and cash equivalents do not include an amount of € 13,269 that concerns time deposits, which have been concluded during the current fiscal year, with a duration of more than three months and the amount have been transferred to other receivables. Annual Financial Report as of 31.12.2023 Page 53 of 292 Amounts in thousand Euro, unless stated otherwise In the context of its decision making con- cerning the financial, operating and stra- tegic planning as well as the evaluation of its performance, the Group utilizes Al- ternative Performance Measures (APM). These indicators mainly serve the better understanding of the financial and operat- ing results of the Group, its financial posi- tion as well as its cash flow statement. The Alternative Performance Measures (APM) should be always taken into account in line with the financial statements which have been prepared according to the Interna- tional Financial Reporting Standards and in no case the APM replace the above. Alternative Performance Measures In the analysis of the developments and the performance of the Group, ratios such as the EBIT and the EBITDA are utilized. SECTION 7: Definition and Reconciliation of Alternative Performance Measures (APM) ΕΒΙΤ (The indicator of earn- ings before financial and investing activities as well as taxes) The EBIT serves the better analysis of the Group’s operating results and is calculated as follows: Turnover minus Cost of Sales plus other operating income minus the total operating expenses, before the financial and investing activities and taxes. The EBIT margin (%) is calculated by dividing the EBIT by the total turnover EBITDA (The indicator of oper- ating earnings before financial and investing activities as well as depreciation, amortiza- tion, impairment and taxes) The EBITDA serves the better analysis of the Group’s operating results and is calculated as follows: Turnover minus Cost of Sales plus other operating income minus the total operating expenses before the depreciation of tangible assets, the amortization of grants and the impairments, as well as before the financial and investing activities and taxes. The EBITDA margin (%) is calculated by dividing the EBITDA by the Turnover. Adjusted EBITDA (The adjusted indicator of operating earnings before financial and in- vesting activities as well as depreciation, amorti- zation, impairment and taxes) The Adjusted EBITDA is the EBITDA less any restructuring, acquisition, merger, and other non-recurring expenses that may be realized within the period / year, as well as any non- recurring gains (e.g. gain from the sale of property, plant and equipment). Net Debt It is calculated as the sum of long-term loans plus long-term lease liabilities plus short-term loans plus short-term lease liabilities minus the balance of cash & cash equivalents. Page 54 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Net Debt / Equity It is calculated as the ratio of Net Debt (see above) to Total Equity. Net Debt / EBITDA It is calculated as the ratio of Net Debt (see above) to EBITDA. The goal of the Group through its princi- ples, policies, and strategies for sustain- able development is to grow with respect for society and the environment, devel- oping solutions for a sustainable future. Priorities include providing sustainable products within the framework of the cir- cular economy, increasing the use of recy- cled raw materials, continuously reducing waste to landfill, investing in renewable energy sources, and designing actions that will further reduce the environmental footprint throughout the value chain. The approach to sustainable development is based on the following six principles: (1) Support circular economy, (2) Deal with cli- mate change, (3) Empower human capital, (4) Contribute to society, (5) Operating with integrity, (6) Ensure business continuity. The Group has implemented and enforc- es a sustainable development policy and has developed a specific strategic plan. The main risks and their management, performance, and commitments within the framework of the UN Sustainable De- velopment Goals are described in detail in the annual Sustainable Development and Non-Financial Information Reports. SECTION 8: Sustainable Development SECTION 9: Prospects and Outlook of the Group for the Financial Year 2024 SECTION 10: Events after the Reporting Period It is included in Section 1: «Significant events that took place during the financial year 2023» of this Annual Report by the Bord of Directors, subparagraph II. «Prospects of the Group». The following paragraphs present the significant event that took place after the end of the financial year 2023 and up to the date of issuance of this Report: Annual Financial Report as of 31.12.2023 Page 55 of 292 Amounts in thousand Euro, unless stated otherwise Proposed Dividend for the Year 2023 The Board of Directors of the Compa- ny, with its meeting of April 22nd, 2024, unanimously decided to propose to the Annual Ordinary General Meeting of shareholders the approval of the distri- bution (payment) of the profits of the fiscal year that ended on 31.12.2023 and in particular to propose the distribution (payment) to the shareholders of a divi- dend of a total amount of 10,250,000.00 Euros (gross amount), i.e. 0.2343314986 Euros per share (gross amount) from the profits of the fiscal year 2023 (01.01.2023-31.12.2023), but also from profits of previous years. Given that the Company, pursuant to the relevant decision of the Board of Di- rectors dated September 25th, 2023, has already distributed to the shareholders the interim dividend for the fiscal year 2023 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), the Board of Directors will subsequently propose to the Annual Ordinary Gen- eral Meeting of shareholders the distri- bution of the remaining amount of the dividend, and in particular the amount of 7,250,000.00 Euros (gross amount), i.e. 0.1657466698 Euros per share (gross amount), which gross amount per share will be increased by the amount corre- sponding to the treasury shares that the Company will hold on the dividend cut- off date (and which treasury shares are not entitled to the payment of the div- idend, by the provisions of article 50 of Law 4548/2018, as applicable.) The Annual Ordinary General Meeting of shareholders will take the final de- cision concerning the approval of the above proposal. There are no other events after the re- porting period that have a significant impact on the financial statements of the Group. Page 56 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Corporate Governance Statement Annual Financial Report as of 31.12.2023 Page 57 of 292 Amounts in thousand Euro, unless stated otherwise SECTION 11: Corporate Governance Statement The current Corporate Governance State- ment is compiled according to the provi- sions of a. 152 of L. 4548/2018, and a.18 of L.4706/2020, as applicable at the time of drafting of this Report, Hellenic Corporate Governance Code, which was adopted and applied by the Company, and the execu- tive decisions of the Hellenic Capital Mar- ket Commission issued by authorization of law 4706/2020, constitutes special and separate section of the Annual Manage- ment Report of the Board of Directors and contains the entire information required by the law. Specifically, the structure of the present Corporate Governance Statement (here- inafter called as “Statement” or “CGS”) is as follows: I. Compliance Statement with the Cor- porate Governance Code II. Deviations from the Corporate Gover- nance Code III. Corporate Governance Practices ap- plied by the Company apart from those stated by regulatory framework. IV. Description of the internal control and risk management system as regards to the process for preparing financial statements V. Information regarding the Compa- ny’s audit process (information stipu- lated by items (c), (d), (f), (h) and (i) of paragraph 1 of article 10 of Directive 2004/25/EC) VI. Board of Directors and Committees VII. General Meeting and Shareholders’ Rights VIII. Sustainable Development Report I. COMPLIANCE STATEMENT WITH THE CORPORATE GOVERNANCE CODE The Company applies the principles of corporate governance, as they are defined in the current legislative and regulatory framework in general. In full and effective compliance with the provisions of article 17 of law 4706/2020 and article 4 of De- cision No. 2/905/03.03.2021 of the Board of Directors of the Hellenic Capital Mar- ket Commission, the Company proceed- ed based on the relevant decision of the Board of Directors dated 16.07.2021 to the adoption and implementation of the Hel- lenic Corporate Governance Code (here- inafter called as the “Code”), which was drafted by the Hellenic Corporate Gover- nance Council in June 2021 and is available at: http://www.esed.org.gr/code-listed, to which (Code) the Company states that it complies without any deviations. The Company, by taking and applying the ap- propriate, necessary and proper decisions and measures, proceeded to its full, effec- tive, substantial and timely compliance and harmonization with the provisions of Law 4706/2020 (Government Gazette A136/17.07.2020), as it applies today and under which laws substantially reformed and updated the regulatory framework for corporate governance, by upgrading the required organizational structures and corporate governance processes, in- creasing the principle of transparency and strengthening the confidence of share- holders and the investors community in general, in order for societe anonyms whose shares are listed on the regulated market to meet the increased demands of the modern capital markets. Page 58 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise ΙΙ. DEVIATIONS FROM THE CORPORATE GOVERNANCE CODE The Company, as mentioned above, taking into account in each case the particulari- ties of its organizational structure and op- eration, decided voluntarily to adopt and implement the Hellenic Code of Corporate Governance. The Code is applied on the basis of the principle “Comply or explain”, which requires companies that comply with the Code to either comply with all of its provisions, or to explain substantively the reasons for their non-compliance with its specific practices, while the explanation of non-compliance reasons should not be limited to a simple reference to the prac- tice with which the Company does not comply, but should be justified in a specif- ic, definite, comprehensible, meaningful, complete and convincing manner. The Company fully complies with all pro- visions, specific practices and principles defined by the Hellenic Code of Corporate Governance. At the same time, the Com- pany assesses on a regular basis its compli- ance with all provisions and specific prac- tices of the Corporate Governance Code and proceeds with the implementation of any appropriate, necessary mitigating ac- tions, if this is required, in order to ensure the full, substantial and timely compliance and harmonization with the provisions of the Code. ΙΙI. CORPORATE GOVERNANCE PRACTICES APPLIED BY THE COMPANY APART FROM THOSE STATED BY REGULATORY FRAMEWORK As regards to corporate governance is- sues, the Company applies faithfully and without any deviations the provisions of laws 4548/2018, 4706/2020 and 4449/2017 as currently in force, as well as the Hellen- ic Corporate Governance Code, the pro- visions and regulations of which it has as much as possible, incorporated in its Arti- cles of Association, its Internal Operation Rulebook, in the Rules of Procedure of the Committees, in the Manual of Internal Control and in all the individual proce- dures and policies it has established and implements. At the present time and when the Corpo- rate Governance Statement was drafted, there are no applicable practices in addi- tion to the provisions of the law. Moreover, the Company applies the above provisions and the Hellenic Corporate Governance Code to the rules of procedure of its com- mittees, in other regulations, codes, proce- dures and policies. Finally, it is noted that the Company is fully harmonized with the provisions of the law 4706/2020 on corpo- rate governance. ΙV. DESCRIPTION OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM OF THE COMPANY AND THE GROUP AS REGARDS TO THE PROCEDURE OF PREPARING FINANCIAL STATEMENTS AND ASSESSMENT RESULTS The Internal Control System consists of the functions established by the Group, i.e. both the parent Company and all other companies included in the consolidation, in order to ensure the protection of its assets, to identify and address the most important risks it faces or may face in the future, to ensure that the financial data on the basis of which the financial statements are prepared (separate and consolidated) are correct, true and accurate, and also to Annual Financial Report as of 31.12.2023 Page 59 of 292 Amounts in thousand Euro, unless stated otherwise ensure that the laws and the applicable regulatory framework are applied, as well as the principles the procedures and the policies adopted by the Management. For the development of this System, the Management of the Group, has reviewed and implemented various Policies, Proce- dures and Rules, which have been includ- ed in its Internal Operation Rulebook. Its implementation covers the Manage- ment of Potential Risks in relation to the process of drafting Financial Statements (separate and consolidated) in the follow- ing three (3) areas: 1. Entity level controls applied by the Company and each of the other com- panies included in the consolidation at a parent level, 2. Financial reporting process controls implemented by both the Company and all other companies included in the consolidation during the process of drafting financial statements, sepa- rate and consolidated, 3. IT controls embedded into the infor- mation systems applied by the Com- pany as well as all other companies included in the IT systems framework. Specifically: 1) Entity level controls Role and Responsibilities of the Board of Directors: The Board of Directors decides on any action that concerns management of the Company, management of its assets and in general on anything that relates to the achievement of its objective and the promotion of its business activities. Additionally, the Board of Directors: • Determines the main responsibilities and the objective of each Division, so that the CEO can then assign to each Director the responsibility of allocat- ing the above to his/her subordinates. • Proposes to the General Meeting of Shareholders the appointment of the Company’s External Auditors, follow- ing a proposal by the Audit Commit- tee, and the determination of their remuneration. • Is responsible to prepare a report with detailed transactions of the Company with its related parties, which is dis- closed to the regulatory authorities. • Is responsible for the preparation of the Remuneration Report according with article 112 of Law 4548/2018. Preparation of Budget and Monitoring its Implementation at the Board of Di- rectors level: The Annual Budget, which is also a guide for the Group’s financial development, is prepared on an annual basis (consolidated and also per segment/ subsidiary) and is presented to the Com- pany’s Board of Directors for approval. The reports with the actual financial results are issued periodically, accompanied by the condensed reports including the expla- nations of deviations and are discussed at the Board level. Internal Operation Rules: The Compa- ny’s Internal Operation Rulebook is also the manual for its Internal Control System, which among others includes the follow- ing: • Description and guidance on manag- ing the different operations • Control points in stand-alone proce- dures • Delegation of responsibilities Page 60 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise • Authorizations and limits of expense approvals • Instructions for Controls on the main sections of the Internal Control Sys- tem. The adequacy of the Internal Control Sys- tem is monitored on a systematic basis by the Audit Committee through regular meetings that take place with the Inter- nal Audit and the Risk and Compliance Management Department in the context of monitoring the Annual Audit Program for the Company and the Group, which is prepared based on the relevant risk as- sessment. 2) Financial reporting process controls In order to ensure fully and adequately that the financial data, based on which the financial statements of both the Company and the Group (annual and quarterly finan- cial statements) are correct, true and accu- rate, the Company applies specific control procedures that include the following: • The postings from the Company’s ac- counting department are performed based on a specific process that en- sures the authenticity and genuine- ness of the documents (electronic and paper) and requires all documents to carry the respective signed approvals. • The Company maintains a Fixed Asset Register in the Fixed Assets sub-sys- tem and applies depreciation rules ac- cording to the International Financial Reporting Standards and Tax Rules in effect. • The Accounting Department carries out periodic reconciliation of balances of payroll, customers, suppliers’ ac- counts, VAT, etc. • The Group prepares the consolidated budget on an annual basis. Each sub- sidiary prepares its corporate budget in alignment with the objectives of the Group. These budgets shall be sub- mitted to the Board of Directors of the Company for approval. • Each month a detailed financial re- sults presentation is prepared per segment/subsidiary and on a consoli- dated Group level. This presentation is submitted to the Company’s Manage- ment. • Companies that constitute the Group follow common accounting standards and procedures in line with the In- ternational Financial Reporting Stan- dards (IFRS). • At the end of each period, the ac- counting standards of the parent and subsidiary companies prepare their financial statements according to the International Financial Reporting Standards (IFRS). • The Statutory departments of the Group collect all the necessary data from subsidiaries, consolidation en- tries are applied, and the financial statements of the Group are prepared according to the International Finan- cial Reporting Standards (IFRS). • There are specific financial statements closing processes, which include deadlines for submission, responsibil- ities and update on the required ac- tions. • The financial statements are audited by Chartered Auditors-Accountants whose work is monitored by the Au- dit Committee, which then proposes their approval to the Company’s Board of Directors. Annual Financial Report as of 31.12.2023 Page 61 of 292 Amounts in thousand Euro, unless stated otherwise • The Departments of Internal Audit and Risk & Compliance periodically perform audits to confirm the accura- cy, completeness, and correctness of financial statements. 3) IT controls The Group IT Department is responsible for supporting the Group’s and the Com- pany’s IT applications. This Department has established robust IT controls frame- work, which ensures the support of the short-term and also the long-term objec- tives of the Company and the Group. All applicable procedures are described in detail by the Company’s Internal Op- eration Rulebook. It is noted that all the companies of the Group follow the Group Policies Manual and fully comply with its basic principles, rules, and procedures, in order to ensure the reliable and adequate implementation of the control of informa- tion systems of all companies within the Group. The most important of these pro- cedures are listed below: • Back Up process (in Hardware): Ac- cording to the Operation Rulebook, the IT Service is required to develop the appropriate infrastructure and maintain an alternative information system to replace the system/applica- tions in use, in case of damage in the Company’s and the Group’s central IT system. • Safekeeping (Confidential) of the Company’s and the Group’s Electronic Files: The IT Department applies the appropriate systems that ensure the “non” leakage of the Company’s and the Group’s IT data. • Files of the Central System: Particular emphasis is given to the access of the data room where the Central System is hosted, which is provided only to IT authorized employees by the Admin- istrator. The access is controlled ade- quately and at regular basis. • In addition to the main systems/plat- forms of the Company and the Group (e.g., ERP-SAP, Consolidation Platform, etc.), cloud infrastructures (Microsoft Azure) are leased, after ensuring that they adhere to the strictest security protocols. • Files –Software of the Peripheral Sys- tems: Access to files and system soft- ware is granted to specific individuals with the use of personal passwords. • Processes for Security of the Central and Peripheral Systems: In the context of protecting the Group’s IT system, and taking advantage of the latest technology available, the IT Depart- ment applies advanced security prac- tices, such as antivirus security soft- ware, e-mail security, firewalls etc. The Audit Committee of the Company monitors continuously and systematically the adequacy of the Company’s Internal Control System, given that: • It has approved the Company’s Inter- nal Operation Rulebook which has incorporated the appropriate Policies, Processes and Rules that comprise the Internal Control System applied by the Company, including Group’s Policies Manual, which concerns the common policies and procedures applied by the subsidiaries. • The members of the Company’s Audit Committee as well as the Members of the Board of Directors are recipients of the reports prepared by the Compa- ny’s Internal Audit Unit and the Regu- Page 62 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise latory Compliance & Risk Management Department of the Company. In these reports, the Company and the Group’s operations are assessed as well as the adequacy of Internal Control Systems applied. Assessment of the Internal Control System According to article 14 par. 3 case j of Law 4706/2020 and nr. 1/891/ 30.9.2020 deci- sion of the Board of Directors of the Hellen- ic Capital Market Commission, as amended by nr. 2/917/17.6.2021 decision of the Board of Directors of the Hellenic Capital Market Commission as in force, a periodic assess- ment of the Internal Control System of the Company took place with a reporting date of 31.12.2022 and a reporting period from the commencement of the effectiveness of article 14 of Law 4706/2020 (17.07.2021), particular as to the adequacy and effec- tiveness of the financial information, on an individual and consolidated basis, in terms of risk management and regulatory com- pliance, in accordance with recognized compliance and internal control standards, as well as the implementation of the pro- visions on corporate governance of Law 4706/2020. This assessment was carried out by an in- dependent auditor who meets the pro- visions of Law 4706/2020 and the above- mentioned decision of the Hellenic Capital Market Commission’s Board of Directors, in accordance with the relevant policy / procedure, for the periodic assessment of the Company’s Internal Control System. In specific, the registered in Public Regis- try of article 14 of Law 4449/2017 auditing Company PRICEWATERHOUSECOOPERS Auditing Company SA (AM SOEL 113) was appointed pursuant to the decision of the Board of Directors of the Company of 11.03.2022, following the relevant propos- al of the Audit Committee of the Company of 08.03.2022, together with the Board of Directors’ decision dated 16.07.2021, which determined the significant subsidiaries included in the scope of the assessment (namely, Thrace Nonwovens & Geosyn- thetics S.A, Thrace Plastics Pack S.A. and Don & Low Ltd Scotland). The scope of the assessment, which was decided by the Board of Directors of the Company, includes all the topics of the assessment as described in chapter ii.b of the decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission. More specifically, the scope of the assessment included the Control En- vironment, the Risk Management frame- work, the Control Activities, the Informa- tion and Communication framework and the Internal Controls System Monitoring. The assessment of the Internal Control Sys- tem was conducted by Mr. Evangelos Veni- zelos, Chartered Auditor-Accountant (SOEL Reg.Nr.39891), in PRICEWATERHOUSECOO- PERS Auditing Company SA, with a refer- ence date of 31.12.2022. According to the “Internal Control System Adequacy and Effectiveness Assessment Report” dated 20.03.2023 of the afore- mentioned Auditing Company, which was submitted to the Company after the com- pletion of the assessment of the Compa- ny’s Internal Control System, based on the work carried out, as well as the evidence obtained, regarding the assessment of the adequacy and effectiveness of the Inter- nal Control System of the Company and its significant subsidiaries with a reference date of 31.12.2022, nothing that could be considered a material weakness of the Company’s Internal Control System and its significant subsidiaries has come to the auditing Company attention, in Annual Financial Report as of 31.12.2023 Page 63 of 292 Amounts in thousand Euro, unless stated otherwise accordance with the Regulatory Frame- work (article 14 par. 3 par. j’ and par. 4 of Law 4706/2020, Decision of the Board of Directors of the Capital Mar- ket Commission nr. 1/891/30.09.2020, as amended by the decision of the Board of Directors of the Capital Mar- ket Commission nr. 2/917/17.06.2021 as in force). Therefore, due to the absence of any mate- rial findings, there is no need to apply the provisions of section ii. c of the Decision No 1/891/30.9.2020 of the Board of Direc- tors of the Hellenic Capital Market Com- mission, as amended by the decision No 2/917/17.6.2021 of the Board of Directors of the Hellenic Capital Market Commission as in force, and paragraph Α of the letter No 425/21.02.2022 of the LISTED COMPANIES DIVISION, (Listed Companies Supervision Department) of the Hellenic Capital Mar- ket Commission with subject: “Highlights, clarifications and recommendations re- garding the actions of listed companies in view of the publication of the Annual Financial Reports and the implementa- tion of Law 4706/2020 “Corporate gover- nance of joint-stock companies, modern capital market, incorporation into Greek legislation of Directive (EU) 2017/828 of European Parliament and of the Council, measures to implement Regulation (EU) 2017/1131 and other provisions” do not apply. Those regulations and guidelines require that the Corporate Governance Statement must include a response by the Company’s Management for the signifi- cant deficiencies, including a brief refer- ence to the action plans and the relevant timetable in place to resolve them, as well 1 This subject area is partially covered by the assessment that took place during the previous year by Mr. Evangelos Venizelos, Chartered Auditor-Accountant (SOEL Reg.Nr.39891), in «PRICEWATERHOUSECOOPERS Auditing Company SA» (SOEL Reg.Nr.113) with a reference date of December 31, 2022 and includes the significant subsidiaries of the Company. as a brief reference to the actions taken by the Company during the reporting year to resolve the deficiencies in question, based on the aforementioned action plan. Assessment of the Corporate Governance System In accordance with article 4 par. 1 of Law 4706/2020 as currently in force, and in compliance with the above regulatory framework, an assessment of the Com- pany’s Corporate Governance System was carried out, with a reference date of 31.12.2023 and a reference period from the entry into force of article 4 of Law 4706/2020 (17.07.2021). According to the detailed definition of ar- ticle 13 of Law 4706/2020, the Corporate Governance System includes the internal control system, the prevention, identifica- tion and suppression of conflict of interest cases, mechanisms to facilitate the exer- cise of shareholders’ rights and finally the remuneration policy The following areas were examined/ assessed within the content of the as- sessment of the Corporate Governance System: a) The adequacy and effectiveness of the Internal Control System 1 (of Hold- ing Company and its significant sub- sidiaries), in particular with regard to the adequacy and effectiveness of fi- nancial reporting, on an stand-alone and consolidated basis, in terms of risk management and regulatory compli- ance, in accordance with well-estab- lished assessment and internal control Page 64 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise standards, as well as the application of the corporate governance provisions of Law 4706/2020. The scope of the assessment, as de- cided by the Board of Directors of the Company, included all the areas of the assessment, as described in chapter ii.b of the decision 1/891/30.09.2020 of the Board of Directors of the Capital Market Commission. More specifically, the scope of the assessment includ- ed the Control Environment, the Risk Management framework, the Control Activities, the Information and Com- munication framework and the Inter- nal Control System Monitoring. b) The adequacy and effectiveness of the procedures for the prevention, detec- tion and suppression of situations of conflict of interest. c) The adequacy and effectiveness of the communication mechanisms with the shareholders, in order to facilitate the exercise of their rights and the active – constructive dialogue. d) The remuneration policy, in order to ascertain whether it actually serves the business strategy, the long-term interests of the Company and its sustainability. e) The adequacy of the Company’s Oper- ating Regulations in accordance with article 14 of Law 4706/2020 . f) Any deviations from the use of funds raised in accordance with article 22 of Law 4706/2020 (if applicable)2. g) The disposal of any assets of the Com- pany in accordance with article 23 of Law 4706/20202, and finally 2 The above items e) to h) are specific subject areas, not included in the narrow core of the CGS, however they are assessed as necessary in view of the formulation of a. 4 par. 1 (referring to the CGS, provisions 1-24 of Law 4706). h) The degree of compliance of the Com- pany with the Hellenic Corporate Gov- ernance Code (HCGC) of the Hellenic Corporate Governance Council adopt- ed and applied by the Company 2 . This assessment was carried out by the Secretary of the Board of Directors with the assistance of the Regulatory Compli- ance & Risk Management Unit and the Audit Committee, as defined by virtue of the decision of the Board of Directors of the Company dated 03.11.2023, following the relevant recommendation of the Audit Committee of the Company to the Board of Directors dated 25.10.2023. According to the “Report on the Assess- ment of the Adequacy and Effectiveness of the Corporate Governance System” dat- ed 26.03.2024, which was disclosed to the Board of Directors of the Company regard- ing the work carried out: “The Company has adopted and implements a complete, adequate and effective Corporate Gover- nance System taking into account the size, nature, scope and complexity of its activ- ities and which includes everything pro- vided for by the current legislation.” The above results are another confirmation that the Company is in continuous compli- ance with the current legislative and regu- latory framework that governs its Internal Control System and Corporate Governance System for the purpose of their lawful and smooth operation. Following the above, and after the end of the Company’s fiscal year 2023 (01.01.2023- 31.12.2023), the Board of Directors con- ducted an annual review of the corporate strategy, the main business risks facing the Company in the industry in which Annual Financial Report as of 31.12.2023 Page 65 of 292 Amounts in thousand Euro, unless stated otherwise it operates and the internal control sys- tems it applies, and its findings were the following: • the Company’s strategy and the busi- ness plan are implemented properly and according to the planning of the individual Divisions, in order for the Company to continue to stand out for the promotion of innovative products that meet the constantly evolving and most demanding needs of its custom- ers, creating value for its people, con- tributing to the local community and building relationships of trust, • The main business and financial risk areas of the Company as well as the issues that may have a significant im- pact on the financial statements of the Company and Group, have been re- ported in detail in the relevant Section of the Board of Directors Report, • The internal audit is carried out in accordance with the current legisla- tive and regulatory framework and the principles of the Code of Ethics and covers the main activities of the Company, in order to assess in time any deficiencies, errors, weaknesses and possible fraud that may result in a misappropriation and/or loss of assets and verify the credibility of the entity’s financial figures. Non-audit services provided by the external auditor The Auditing Company, which is in charge of carrying out the mandatory audit (or review where applicable) of the annu- al and semi-annual financial statements (stand-alone and consolidated), as well as the issuance of the tax certificate, provid- ed to the Company the following non-au- dit services during the closing year 2023 (01.01.2023-31.12.2023): (a) Report on the determination of Re- search and Development (R&D) ex- penses and their amount carried out by the Company for the period 01/01/2022 to 31/12/2022, based on the provisions of article 22a and of the joint ministerial decision 100335/2019. (b) Report on agreed upon procedures regarding “Certificate of Conformity” of “Thrace NonWovens & Geosynthet- ics S.A.” to “EUROBANK SA” and “AL- PHA BANK” and “NATIONAL BANK OF GREECE SA” on 31.12.2022. (c) Report on agreed upon procedures re- garding the “Certificate of Conformity of “Thrace Polyfilms SA” to “National Bank of Greece SA” on 31.12.2022. (d) Technical support on the compliance of Thrace Polybulk A.S. with the Norwe- gian tax and accounting framework. (e) Participation in a seminar on the basic financial figures used by modern HR Departments to monitor the organiza- tion and make their decisions (HR Met- rics & Analysis). However, the fact that the Auditing Com- pany provided the above (non-audit) ser- vices had no effect, direct or indirect, on the independence, objectivity, integrity, reliability and effectiveness of the statu- tory audit, as the provision of the specific services took place from a completely dif- ferent team of the said Auditing Compa- ny and from other persons, who have no involvement and participation (direct or indirect) in the process of conducting the statutory audit of the financial statements (annual and semi-annual, stand-alone and consolidated) where appropriate, or were performed under adequate safeguards and rules and by nature these services can- not jeopardize their independence, which is additionally ensured by the strict inter- nal procedures and protocols applied by the Auditing Company itself. Page 66 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise All the above non-audit services were ap- proved by the Audit Committee. V. INFORMATION REGARDING THE COMPANY’S CONTROL FRAMEWORK INFORMATION OF ITEMS C, D, F, H AND I OF PARAGRAPH 1 OF ARTICLE 10 OF DIRECTIVE 2004/25/EC OF THE EUROPEAN PARLIAMENT AND THE COUNCIL, OF 21 ST APRIL 2004. Significant direct or indirect sharehold- ings (including indirect shareholdings through pyramid structures or cross-par- ticipation) according to the definition of article 85 of Directive 2001/34/ΕC As regards to significant shareholdings in the share capital and voting rights of the Company, according to the definition of article 85 of Directive 2001/34/EC and the provisions of articles 9 up to 11 of Law 3556/2007, the shareholders of the Com- pany with percentages above 5%, as of 31.12.2023, are: LAST NAME NAME SHARES IN J.I.A. SHARES OUT OF J.I.A. TOTAL SHARES VOTING RIGHTS Chalioris Konstantinos 41.15% 2.14% 43.29% 43.29% Chaliori Effimia - 20.85% 20.85% 20.85% Chalioris Alexandros 20.58% 0.48% 21.06% 0.48% Chalioris Stavros 20.58% 0.48% 21.06% 0.48% * the relevant announcement was posted on the Company’s website on March 10, 2023 and it mentions: Mr. Konstantinos Chalioris, shareholder and Chairman of the Board of Directors of the Company, transferred from his individual share, to two “Joint Investor Shares” (KEM), the first one jointly creat- ed with his son Alexandros Chalioris and the second one jointly created with his son Stavros Chalioris (himself being the first beneficiary in both “Joint Investor Shares”), a total of 18,000,983 common registered shares with voting rights, i.e. a percentage of 41.153% of a total of 43,741,452 common registered shares with voting rights of the Company. However, following the above, there was absolutely no change in the number and percentage of shares and voting rights controlled by Mr. Konstantinos Chalioris, who holds a total of 18,936,558 common registered shares with voting rights of the Company (and the same number of voting rights) a percentage of 43.292%. More specifically, he holds 18,000,983 common registered shares through the aforementioned “Joint Investor Share” and 935,575 common registered shares with voting rights (percentage 2.139%) through his individual share. 2. Mr. Stavros Chalioris, son of Konstanti- nos, due to his participation in the afore- mentioned “Joint Investor Share” (which he holds jointly with Konstantinos Chalioris) holds 9,000,491 common reg- istered shares of the Company (percent- age 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage 0.484%) in his individual share and, 3. Mr. Alexandros Chalioris, son of Annual Financial Report as of 31.12.2023 Page 67 of 292 Amounts in thousand Euro, unless stated otherwise Konstantinos, due to his participation in the aforementioned “Joint Inves- tor Share” (which he holds jointly with Konstantinos Chalioris) holds 9,000,492 common registered shares of the Com- pany (percentage 20.577%), while he al- ready holds 212,071 common registered shares with voting rights (percentage of 0.484%) in his individual share . No other individual or legal entity has a shareholding of more than 5.00% of the Company’s share capital and voting rights. Data regarding the number of shares and voting rights of individuals owning sig- nificant shareholdings, has been derived by the Shareholders’ registry kept by the Company and the notifications made to the Company by the shareholders accord- ing to Law (and MAR). Owners of any type of titles that pro- vide special control rights and descrip- tion of such rights. There are no securities, including the Com- pany’s shares that provide owners with special control rights. Any kind of limitations on voting rights, such as limitations on voting rights of owners that hold a specific percent- age or number of votes, the exercise deadlines for voting rights, or systems through which, with the cooperation of the Company, financial entitlements that derive from the titles are distin- guished from the ownership of the titles. The Company’s Articles of Association pro- vides no limitations to voting rights deriv- ing from its shares. Rules governing the appointment and replacement of the Board members as well as the amendments of the Articles of Association. The rules included in the Company’s Ar- ticles of Association, both as regards to the appointment and the replacement of Board Members and as regards to its amendments, do not differ from those stated by the L. 4548/2018 as it is in effect. The authorities of Board members, spe- cifically as regards to the ability to issue or buy-back shares. There is no specific statutory authority granted to the Board of Directors or some of its members for the issuance of new shares or the purchase of treasury shares according to article 49 of law 4548/2018. The relevant power and responsibility are given to the Company’s Board of Direc- tors by virtue of a relevant decision of the Shareholders General Meeting. In accordance with this framework, the Annual Ordinary General Meeting of the shareholders of 24 May 2023 decided by majority the approval of Company’s shares buy-back program in accordance with the provisions of article 49 of L. 4548/2018, as in force, and in particular approved the purchase within a period of twenty-four (24) months from the date of adoption of this resolution, namely no later than 24.05.2025, of a maximum of 4.341.876 common, registered shares, (including and specifically aggregated in relation to the above limit of the total of the Company’s own shares already held within the frame- work of previous share buy-back pro- grams) with a purchase price range from fifty eurocents (€ 0.50) per share (mini- mum price) to ten Euro (€ 10,00) per share (maximum price). Page 68 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise VI. BOARD OF DIRECTORS AND COMMITTEES 1) Composition of the Board of Directors According to article 7, paragraph 1 of its Articles of Association, as in force after its amendment by the Extraordinary Gener- al Meeting of Shareholders on 19 March 2019, for the purpose of harmonization with the provisions of Law 4548/2018 and as amended by the Ordinary General Meeting of May 24, 2023, the Company is managed by a Board of Directors (here- after called as “the Board of Directors”) which consists of seven to fifteen (7-15) members. The members of the Board of Directors are elected by the General Meet- ing of shareholders, may be shareholders or not and have a five-year term, which is extended until the expiration of the term within which the next Ordinary General Meeting must convene and until a relevant decision is taken, but in any case, should not exceed a six-year term. • In case of resignation, death or in any other way loss of the capacity of the membership of one or many members of the Board of Directors, the remain- ing members may either elect mem- bers of such in replacement of the above or may continue the manage- ment and representation of the Com- pany without any replacement, with the condition that the number of the remaining members is not less than half of the number of members during the time such events occurred. In no case, the Board members are allowed to be less than three (3). • Without prejudice to the provisions of Corporate Governance law 4706/2020 in case of electing a replacement, the decision for the election is subject to the disclosure requirements of article 13 of L. 4548/2018, as currently in ef- fect, and is announced by the Board of Directors at the next General Meeting, which can even replace those elected, even if the relevant issue had not been included in the General Meeting agen- da. • The actions of the elected temporary replacement are valid even if the Gen- eral Meeting does not validate his/her election or even if it has elected or not another permanent member of the Board. • The term of the new Board member is terminated when and whenever the term of the replaced member would have been terminated. The Extraordinary General Meeting of Shareholders of 11 February 2021 elected a new 11-member Board of Directors for a 5-year term, i.e. until 11/02/2026, extended until the date of the next Ordinary Gener- al Meeting and until a relevant decision is being made, consisting of the following members: 1. Konstantinos Chalioris of Stavros, 2. Theodoros Kitsos of Konstantinos, 3. Dimitrios Malamos of Petros, 4. Vassilios Zairopoulos of Stylianos, 5. Christos Shiatis of Panagiotis, 6. Christos-Alexis Komninos of Konstan- tinos, 7. Petros Fronistas of Christos, 8. Georgios Samothrakis of Panagiotis, 9. Myrto Papathanou of Christos, 10. Spyridoula Maltezou of Andreas and 11. Nikitas Glykas of Ioannis. Furthermore, during the Annual Ordinary Annual Financial Report as of 31.12.2023 Page 69 of 292 Amounts in thousand Euro, unless stated otherwise General Meeting of shareholders of May, 25, 2022, (Topic 12th) the election of Mr. Athanasios Dimiou of Georgios, as the new non-executive member of the Board of Di- rectors in the position and for the remain- ing of the term (i.e. until 11.02.2026) of the resigned non-executive member Mr. Pet- ros Fronistas of Christos was announced to the body of shareholders in accordance with the provisions of article 82 par. 1 of law 4548/2018, as in force. The abovementioned election took place during the meeting of the Board of Direc- tors of the Company on July 28, 2021 and following the relevant nomination of the Remuneration and Nominations Commit- tee of the Company and in full compliance and alignment with the suitability (individ- ual and collective) and diversity principles and criteria adopted and implemented by the Company. Following the above, the Board of Directors of the Company was re- constituted into a body for the remainder of its term, namely until 11.02.2026. The minutes of the Board of Directors meeting held on 28.07.2021 with subject the replacement of the resigned, were registered in the General Commercial Reg- ister (G.E.M.I.) on 03.08.2021 with Registra- tion Code 2596045, issued with protocol number 2415279/03.08.2021 following the relevant announcement of the Ministry of Development and Investment (Gener- al Secretariat of Commerce & Consumer Protection, General Directorate of Market, Directorate of Companies, Department of Supervision of Listed SAs & Sports SA). It should be underlined that at the time of drafting this Report there are not any changes regarding the independent non-executive members of the Company’s Board of Directors, who were appointed in the Extraordinary General Meeting of Shareholders on February 11, 2021. The non-executive members of the Board of Directors are: 1) Theodoros Kitsos of Kon- stantinos, 2) Georgios Samothrakis of Pa- nagiotis, 3) Myrto Papathanou of Christos, 4) Spyridoula Maltezou of Andreas and 5) Nikitas Glykas of Ioannis, who all meet in their entirety the independence require- ments and criteria set forth by the current legislative framework (article 9, par.1 and 2 of Law 4706/2020), namely: (a) They do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company’s share cap- ital and (b) They are free from any dependent re- lationship with the Company or per- sons affiliated with it and do not main- tain any financial, business, family, or other relationship, which may affect their decisions and their independent, objective and fair judgment. The Company has adopted and imple- ments the Procedure for Ensuring Inde- pendence and Disclosure of Dependent Relationships of the Independent Non-Ex- ecutive Members of the Board of Direc- tors in accordance with the current legal framework. The purpose of this Procedure is to ensure that the Independent Non-Ex- ecutive Members of the Board of Directors meet throughout their term the criteria of independence and any dependent re- lationships of themselves or persons who have close relations with these persons are duly and timely notified to the Company. The Board of Directors take all the nec- essary measures to ensure compliance with the above Independence Criteria. The Board of Directors with the support of the Remuneration and Nominations Committee and the Regulatory Compli- ance Department reviews the fulfilment of the Independence Criteria of the Inde- Page 70 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise pendent Non-Executive Members at least annually per financial year and before the publication of the annual Financial Report, which includes the relevant verification. In the event that during the audit of the ful- filment of the independence criteria or in case at any time it is ascertained that the independence criteria have ceased to exist in the person of any Independent Non-Ex- ecutive Member or this Member makes a relevant statement to the Company, the Board of Directors takes the appropriate steps to replace him/her without delay, fol- lowing a nomination by the Remuneration and Nominations Committee. Each Independent Non-Executive Board of Directors Member submits to the Remu- neration and Nominations Committee an- nually, an affirmation statement regarding the fulfilment of the criteria of indepen- dence by him/her, without however the Company being satisfied exclusively with the submission of the declaration accord- ing to the above. The Board of Directors of the Company, after a thorough examination with the assistance of the Remuneration and Nom- inations Committee for the fulfilment by the independent non-executive members of the independence conditions defined by article 9 par. 1 and 2, declares and con- firms that both during the fiscal year 2023 (01.01.2023-31.12.2023) and on the approv- al date of the present, the independent non-executive members, and in particular Messrs. Theodoros Kitsos, Georgios Sa- mothrakis, Myrto Papathanou, Spyridoula Maltezou and Nikitas Glykas, fully meet the criteria of independence set by the current legislative and regulatory frame- work in general. The following table presents the members of the eleven-member (11-member) Board of Directors in effect: Member Position in the board Date of election/ appointment Expiry of tenure Konstantinos Chalioris Chairman, Executive Member 11.02.2021 11.02.2026 Theodoros Kitsos Vice Chairman, Independent non-executive member 11.02.2021 11.02.2026 Dimitrios Malamos Chief Executive Officer, Executive member 11.02.2021 11.02.2026 Vassilios Zairopoulos Non-executive member 11.02.2021 11.02.2026 Christos Shiatis Non-executive member 11.02.2021 11.02.2026 Christos-Alexis Komninos Non-executive member 11.02.2021 11.02.2026 Athanasios Dimiou Non-executive member 28.07.2021 11.02.2026 Georgios Samothrakis Independent non-executive member 11.02.2021 11.02.2026 Myrto Papathanou Independent non-executive member 11.02.2021 11.02.2026 Spyridoula Maltezou Independent non-executive member 11.02.2021 11.02.2026 Nikitas Glykas Independent non-executive member 11.02.2021 11.02.2026 All members of the Board of Directors are Greek nationals besides Mr. Christos Shiatis and Annual Financial Report as of 31.12.2023 Page 71 of 292 Amounts in thousand Euro, unless stated otherwise Mr. Christos-Alexis Komninos who hold a Cypriot citizenship. Particularly and in accordance with the above, the Board of Directors of the Com- pany consists of: • 2/11 (18.18%) executive members • 4/11 (36.36%) non-executive members • 5/11 (45.45%) independent, non-execu- tive members • 2/11 (18.18%) women (fulfilling how- ever the requirements of Article 3, of L.4706/2020, for adequate representa- tion per gender in the Board of Direc- tors). It is pointed out that the current composi- tion of the Board of Directors is fully harmo- nized with the requirements, criteria and regulations of the new law 4706/2020 on corporate governance. Furthermore, the composition of the Board of Directors of the Company fully covers the proper and effective exercise of its duties and responsibilities, reflects the size, orga- nization and type of operation of the Com- pany, achieves adequate staffing of both existing and new Committees instituted to strengthen the supervisory role of the Board of Directors, and is distinguished for the diversity of knowledge, skills, qualifica- tions and experience, elements which can contribute decisively to the promotion and achievement of business goals, plans and the implementation of the Company’s busi- ness strategy. Description of the suitability and diversity policy with regard to the administrative bodies of the Company Given the fact that the Board of Directors is the highest administrative body of the Company, which is responsible for the safe- guarding of the general corporate interest, the policy making and the growth strategy of the Company as well as for the strength- ening of the long-term economic value of the Company, it is very essential for the par- ticular body to possess, with regard to its composition, a diversity of skills, views and abilities which at the same time respond to the need to effectively attain corporate goals. The Company has a Suitability Policy for the members of the Board of Directors, which is approved by its Board of Directors and includes at least the provision of diversity criteria for the selection of the members of the Board of Directors. The diversity policy applies both to the members of the Board of Directors as well as to the Executive Di- rectors. The Suitability Policy, which was approved by the Annual Ordinary General Meeting of Shareholders on May 24, 2023, is posted on the Company’s website www.thracegroup. gr, while its scope includes the members of the Board of Directors (executive, non-exec- utive, independent non-executive) as well as the members of the Board Committees. The Suitability Policy aims to support the Company’s interests, ensuring quality staff- ing, efficient operation, and fulfillment of the role of the Board of Directors, as a col- lective body. I. Individual Suitability Specifically, individual suitability is as- sessed based on the following criteria: Page 72 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Guarantees of Ethics and Reputation - Good Reputation (Reliability and Integrity, Consistency, Personal Weight) Conflicts of Interest - Financial interests / incentives - Personal or professional relationships with members of the Company - Personal or professional relationships with related external stakeholders (e.g. connection with important suppliers, consultants, etc.) Availability of sufficient time - Systematic participation in the Board of Directors and Committees - Limitation on the number of positions held as members of the Board of Direc- tors of listed companies, with a limit of four (4) outside the Group - Flexibility and adaptability to attending special meetings - Preparation and in-depth analysis of topics - Preparation of propositions and writing presentations on Board of Directors top- ics In addition to the above requirements, the criteria for individual suitability also in- clude the following: Adequacy of knowledge and skills/ abilities - Teamwork and Collaboration: The ability to collaborate harmoniously, complementary, actively communicating in order to contribute to the Group's goals achievement. Adequacy of knowledge and skills/ abilities - Entrepreneurial thinking: Perception of business risks and growth opportunities that could create a competitive advantage for the Group. - Strategic thinking: Active participation in the formulation of the Group's strategy and monitoring of its implementation as well as the possibility of evaluation and active participation in the approval of strategic plans - Specialized know-how in specific areas (e.g. Auditing or Accounting for the Audit Committee members, environmental issues, venture capital, and generally pre-selected areas that need to be reviewed on a regular basis). - Contribution to the sustainability improvement. - Adoption of the corporate culture and values of the Company. - Understanding the legal framework and corporate governance issues. - Ability to recognize and focus on the important factors that lead to the Company’s sustainability and prosperity. - Innovation: The ability to think and see things from a new and innovative perspective, identify and inform about new technologies and market trends oriented to the Group’s benefit. - Flexibility and adaptability: The ability to adapt and work effectively in a changing environment. Impartiality of judgment - Objectivity, Courage, courage of dissent, avoidance of "groupthink" Annual Financial Report as of 31.12.2023 Page 73 of 292 Amounts in thousand Euro, unless stated otherwise ΙΙ. Collective Suitability Regarding the collective suitability, the composition of the active BoD must ensure the effective management and balanced decision-making, with members who have complementary abilities and skills and re- main in full compliance with the Compa- ny’s strategies. There are specific prerequi- sites, which are diversity, multi-collectivity (representation from different fields of ac- tivity and accumulation of a wide range of knowledge and skills), adequate represen- tation by gender as stipulated by respec- tive legislation, representation without exclusion due to any kind of discrimination (e.g. gender, race, religion or belief, etc.), while at the same time, all necessary ac- tions are taken in order Board of Directors members to be able to actively and effi- ciently participate in strategic planning, identify and manage risks and understand clearly and sufficiently Corporate Gover- nance issues and related legislation, finan- cial reports and technology activities. From the time of the Company’s establish- ment and until today, the entire members of the Board of Directors fulfill all necessary conditions and have set the foundations in order to be granted with the capacity of the member of the Board of Directors. At the same time, they are distinguished for their high professional skills, outstanding educational level, diverse knowledge, ca- pabilities, extensive experiences, and their organizational and administrative skills, and at the same time they stand out for their integrity and ethical character. The members of the board of Directors cover a broad range in terms of age ef- fectively combining their dynamics and experience (indicatively between 43 and 81 years old). The members, in their ma- jority, are holders of graduate and post- graduate degrees of domestic as well as of international universities, have worked in high ranked positions of major companies domestically and abroad, meaning com- panies activating in a variety of business sectors and they have served as Senior Ex- ecutives of large organizations and as a re- sult they possess significant international experience in the corporate as well as the broader social fields and are in position to actively contribute to the growth pros- pects of the Group in the geographical ar- eas in which it activates. They finally fulfill the requirements of suitability as well as the criteria with regard to the Group’s ef- fective staffing and operation. The current composition of the Board of Directors aims undoubtedly at the best possible facilitation of corporate goals, as it increases the pool of skills, experience, and vision that the Company has for its highest-ranking personnel, and conse- quently its competitiveness, productivity and innovation. The current 11-member Board of Directors of the Company consists of 9 men and 2 women and was elected in the framework of the decision of the Company’s Manage- ment for immediate, substantial and effec- tive compliance and harmonization with the provisions of the new law 4706/2020 on corporate governance and in particu- lar its provisions which define suitability, diversity and, above all, adequate repre- sentation by gender on the Board of Direc- tors. The presence of two women among the members of the Board of Directors covers the statutory percentage (25%) of adequate representation by gender (with rounding to the previous whole number, in case of a fraction, as defined in Article 3, of Law 4706/20). Page 74 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The Board of Directors Members Gender/Age Education Nationality Independence 11 members 9 men 2 women Specialization 9 Greek 2 Other nationality 45,45% Independent non- executive members 43 - 81 years The Company, in the context of the adop- tion of the corporate governance best practices provided by the new CCG, en- sures the application of the diversity crite- ria included in the current and approved by the annual Ordinary General Meeting of shareholders on May 24 th , 2023, Suitabil- ity Policy not only among the members of its Board of Directors, but also to its senior executives. In particular, the Human Resources De- partment, which aims to attract and retain the appropriate human resources and con- tinuously increase its efficiency and effec- tiveness through the implementation of modern procedures, policies and practices of evaluation, recruitment, training and re- muneration, ensures faithful and strict ap- plication of the diversity criteria to senior management, in order to ensure: (a) the avoidance of outdated and anach- ronistic social stereotypes in the pro- cess of assessing the specific qual- ifications and suitability of senior management in general and (b) the integration of innovative ap- proaches and ideas into the selection process of such executives. The fundamental criteria of the intended diversity regarding the selection and eval- uation of senior executives are as follows: • adequate gender representation of at least 25%, to the extent, timing and degree to which this criterion is applicable and • the prohibition of exclusion of a can- didate for senior management, due to different gender, race, color, ethnic or social origin, religion or belief, prop- erty, birth, disability, age or sexual orientation. The main criteria for selecting the top ex- ecutives employed in the Company are the adequacy of knowledge and skills, namely the satisfactory background of theoretical education and training, the appropriate professional experience, the guarantees of ethics and reputation, the integrity and objectivity and the general skills and abil- ities of the candidate as well as the knowl- edge of the business model, culture and more specific principles of the Company, in order to form a diverse team of senior executives with a sufficient degree of dif- ferentiation, which will be able to take full advantage of market opportunities and ef- fectively manage the risks encountered or potentially faced by the Company during the development of its activities. The condensed CVs of the Company’s Board members are as follows: Konstantinos Chalioris, Chairman of the Board of Directors, Executive Member He possesses a professional experience of 40 years during which he has developed a strong understanding of the industry and Annual Financial Report as of 31.12.2023 Page 75 of 292 Amounts in thousand Euro, unless stated otherwise the international market. Since 2009, he holds the position of the Chairman of the Board of Directors. Following the decision of the Board of Directors as of July 28, 2021, the date on which the Board of Directors of the Company was reconstituted, Mr. Chalioris remained Chairman of the Board of Directors of the Company, while by a previous decision of the Board of Directors as of October 14, 2020 he assumed the po- sition of Chief Entrepreneur. The specific position, which was added to the organi- zational chart of the Group aims to ensure the continuation of the profitable growth of the Group in areas that fall both in the existing activities of the Group and in new beneficial activities in the future. The cre- ation of this position and its assumption by Mr. Chalioris, who has a significant career and valuable experience in “entrepreneur- ship”, will ensure the future development of the Group. Theodoros Kitsos, Vice-Chairman of Board of Directors, Independent Non-Executive Board Member He holds a BSc degree from the Economics Department of the National and Kapodis- trian University of Athens and an MBA de- gree in finance from the Wagner College of USA. He started his career in Unilever Hellas and worked successfully in other companies of the Group located abroad and especially in the United Arab Emirates, Saudi Arabia and the Netherlands. He re- turned to Greece in 2005 where he worked as General Manager of Human Resources and Organization at PPC (DEI) SA. In a later stage he held the position of Deputy Gen- eral Manager of Human Resources at Euro- bank Group. By the end of the year 2007, he returned to Unilever Group based in Lon- don undertaking the duties with regard to the global organizational planning of the Company, whereas in year 2010 he moved to Unilever Russia, Ukraine and Belarus based in Moscow where he held the posi- tion of Vice President responsible for issues of human resources and organization, im- plementing successfully the acquisitions and mergers of three companies active in the production and trading of consumer products. Since the summer of 2015, he worked at the headquarters of Unilever in London having assumed a multitude of re- sponsibilities in the areas of Finance, Law, Technology and Support Services on glob- al level, up until 2020, when he completed his collaboration. Since 2016, he has been a member of the Boards of Directors of vari- ous companies in Greece. Dimitrios Malamos, Chief Executive Officer, Executive Member He graduated from the Athens College in 1993. He studied in Great Britain from 1993 to 1998. He holds a BA (Hons) in Business and Financial Economics from Stafford- shire University and a postgraduate ΜΒΑ degree from University of Kent in Can- terbury. From 2000 to 2007 he worked in PricewaterhouseCoopers in the area of Management Consulting servicing com- panies of the private and public sector where he gained significant experience in the fields of budgeting and reporting, fi- nancial analysis and internal restructuring. During the period 2007-2009 he worked in National Bank of Greece in the Account- ing & Finance division and he returned to PricewaterhouseCoopers in the area of Management Consulting. From June 2010 to March 2020, he worked at Thrace Group as Group CFO. From March 2020, Mr. Mal- amos assumed the role of Deputy Group CEO, while from October of the same year Page 76 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise he holds the position of CEO of the Com- pany and the Group (Group CEO). Vasileios Zairopoulos, Non-Executive Member He began his career in 1983 in the appar- el and footwear sector. Soon he assumed the position of Director of Design and Col- lection for a leading Company in the kids apparel market. His responsibilities were further expanded to include planning and coordinating production. Subsequently, he moved into business development, specifically focusing on expanding a large retail store chain. In addition to these du- ties, he assumed overall supervision of re- tail activities, including store planning, or- dering and replenishment, management of the internal marketing and sales team, budgeting, and forecasting. Before depart- ing to establish his own consulting firm, he engaged in a wide range of activities, such as strategy, negotiations, marketing man- agement, corporate budgeting, and finan- cial planning. Over the past decade, Mr. Zairopoulos has operated his own consult- ing firm, providing consultancy services in areas such as strategy, start-up ventures, business planning, investment evaluation and financing, international negotiations, pricing and communication. In addition to domestic companies, Mr. Zairopoulos has collaborated with two American multina- tional companies, Columbia Sportswear and New Balance. He received an IB Diplo- ma in 1979 from UWC Atlantic College and a BSc in Management from Bath University in 1983. Christos Shiatis, Non-Executive Member He is an Associate Member of the Fellows of Chartered Accountants of England and Wales, a Chartered Public Accountant by the Cyprus Institute of Chartered Accoun- tants and Member of the Hellenic Asso- ciation of Chartered Accountants (SOEL). He began his professional career in 1981 at the auditing firm Kostouris - Michailidis (Grant Thornton) in Athens. In 1993 he be- came Managing Partner of the Greek Com- pany and in 1997 he assumed the position of Territory Senior Partner at the Company that resulted from the merger of Kostour- is-Michailidis and Coopers & Lybrand. In 1998 he was elected Chairman and Chief Executive Officer of the Company Price- waterhouseCoopers in Greece. Alongside his management duties in the above au- dit firms, Mr. Shiatis has been active in the field of consulting, providing services to the senior management of large firms. Athanasios Dimiou, Non-Executive Member He graduated from the School of Chemi- cal Engineering of the Aristotle University of Thessaloniki in 1986. From 1989 to 1996 he worked at the companies PLASTIKA MAKEDONIAS SA and AG.PETZETAKIS, ini- tially in the field of Quality Control and the development of new products and then his duties expanded by moving in the po- sition of Technical Director and Director of Technical Services. From 1996 to 1998 he assumed the position of Plant Manager in the shoe manufacturer trading Compa- ny MOURIADIS SA, a Company listed on the Athens Exchange and since 1998 he worked as Plant Manager of THRAPLAST SA which mainly produces flexible pack- aging products made of polyethylene (current Thrace Polyfilms). In 2000 he started in PLASTIKA THRAKIS SA as a Production Manager at the group’s facilities in Xanthi and in 2004 he took over Annual Financial Report as of 31.12.2023 Page 77 of 292 Amounts in thousand Euro, unless stated otherwise the duties of Plant Manager in the facilities of Magiko complex in Xanthi, a position he held until 2010. Since then, he has been the Managing Director THRACE NON- OWOVENS & GEOSYNTHETICS SA. At the same time, he remains an active member of the Technical Chamber of Greece (TCG), while in the past he was a member of the Hellenic Company of Business Adminis- tration and the Institute of Production Management. Christos-Alexis Komninos, Non-Executive Member He was born in Constantinople. In 1971 he graduated from the Polytechnic Universi- ty of Constantinople (I.T.U.) with a degree in Chemical Engineering (MSc). In 1972 he moved to Greece and was recruited to Coca-Cola TRIA EPSILON, where until 1987 he held several positions. From 1987 to 1990 he served as Chief Executive Officer of Coca-Cola Bottlers Ireland (a subsidiary of TRIA EPSILON). In 1990 he returned to Greece and in 1995 he was appointed Chief Executive Officer, a position he held until 2000. From 2000 to 2004 he was Chairman and Managing Director of PAPASTRATOS SA. After the acquisition of Papastratos by PHILIP MORRIS S.A. he participated vol- untarily at the ATHENS 2004 Organizing Committee of the Olympic Games as the Head of the Organization of the Opening and Closing Ceremonies of the 28 th Olym- piad. From 2005 to February 2010, he held the position of Executive Vice President of SHELMAN S.A. and ELMAR S.A.. From December 2011 until February 2014 Mr. Komninos held the position of Chairman of the Board of Directors of Hellenic Petro- leum SA (ELPE). Mr. Komninos also served as Vice President of the Board of Directors and member of the Executive Commit- tee of the Association of Enterprises and Industries (SEV), member of the Board of Directors of Elval Halcor SA of the VIOHA- LCO Group and a member of the Board of Directors of FINANSBANK (Turkey) and of ANADOLU EFES (Turkey). He speaks En- glish, French, Italian and Turkish. Georgios Samothrakis, Independent Non-Executive Board Member He is a graduate of the Athens University of Economics and Business (ASOEE) and a former Chartered Public Accountant. He specializes in tax issues and tax strategy of Greek and multinational companies, while has been extensively involved in regular and extraordinary audits of commercial and industrial enterprises. He began his ca- reer in 1965 at the National Bank of Greece and in 1972 moved to Coopers & Lybrand (now PwC) to set up the Tax Services de- partment where he remained head until 2006. For a number of years, he was also Chairman of the Board of PwC. From 2007 to 2019 he was shareholder and chairman of AS Network, an audit, accounting and tax services group. He has been a consul- tant of the Supervisory Board of the Body of Chartered Public Accountants (SOEL), where he was a member from 1993 until 2022. He has been actively involved in the formation of the audit - accounting institu- tional framework in Greece. He has been President of the Fédération des Experts Comptables Méditerranéens, President of the Hellenic Institute of Economic Manage- ment (IOD), Member of Committees of the Ministry of Economy and Finance for the implementation of IFRS in Greece, the sim- plification of the Greek Code of Account- ing Books and Records as well as the inte- gration of the new 8 th Directive and also a Member of the Corporate Governance Committee of the Hellenic-American Page 78 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Chamber of Commerce. During the last years he has also been the Chairman of the Company’s Audit Committee. Myrto Papathanou, Independent Non-Executive Member She studied Economics at the City Univer- sity of London and holds a Master’s De- gree in Economics from the Imperial Col- lege Management School in London and an MBA from the INSEAD Business School. She began her financial career in London, where she worked as a Fixed Income Strat- egist for Bank of America / Merrill Lynch and as a credit risk analyst for Dresdner Kleinwort Wasserstein. She was a member of the Board of Direc- tors of Think Silicon SA, while today she is member of the Board of Directors of Ferry- hopper SA, Advantis Medical Imaging BV, Better Origin Ltd and Gommyr Power Net- works Ltd, which are active in the fields of transport, sports technology, health tech- nologies and renewable energy sources. Since 2007 she has been working as a busi- ness development manager at CPI and since 2011 she has been developing her own business activity in technology as a consultant and investor in other compa- nies. She is the founder of Metavallon VC and has served as Chief Financial Officer and Head of Corporate Development at the EFA Group, which is active in Aerospace & Defense and other high-tech sectors. She is the first investor from Greece to emerge as Kauffman Fellow (Silicon Valley), a network that selects the best investors in the world. She is on Fortune Greece’s list of the 40 entrepreneurs who innovated and excelled for 2020. She received the Lead- er of the Year award from Linkage Greece in 2016 in recognition of its outstanding leadership ability and contribution to busi- ness and society development. She has also worked in the non-profit space, co-founding Ethelon and seeking funding for the microcredit organization Action Finance Initiative, while as board member of the organization Women-on- top she has developed Microfinance pro- grams in Kenya and Nicaragua for wom- en’s empowerment. Spyridoula Maltezou, Independent Non-Executive Member She holds a degree in Chemical Engineer- ing from the Aristotle University of Thes- saloniki and a PhD in Environmental Eco- nomics from the University of the Aegean. She is the owner and General Manager of JUSTAIM EE, a Consulting Company in Sus- tainable Development and Environmen- tal Management. At the same time, she is a Certified Senior Chief Inspector of the International Certification Organization LRQA and an accredited Chief Verifier of CO2 & GHG emissions data from shipping, a partner of the Lloyd’s Register Company, which is a Recognized Shipping Surveyor of International prestige. She started her professional career in 1999 in the Region of Achaia as head of the de- partment and special advisor on environ- mental issues. Then, in 2003, she worked at the Ministry of Environment as a Special Environmental Engineer, while she was a founding member of the “Unit for Alter- native Management of Packaging Waste and Other Products”, acquiring a specialty in Alternative Waste Management. During this period, she was the representative of Greece in EU Legislative Committees on waste management and recycling and member of European and International Annual Financial Report as of 31.12.2023 Page 79 of 292 Amounts in thousand Euro, unless stated otherwise Committees on the environment and sus- tainable development. From 2010 to 2013 she worked as an Environmental Inspector at the Ministry of Infrastructure, Transport and Networks, where she supervised ma- jor public road projects throughout Greece in terms of implementing the environmen- tal legal framework. Since February 2016, she has been a Senior Chief Inspector, ser- vicing as auditor of the implementation of management systems, according to the In- ternational ISO Certification Organization standards. Since February 2019, she has been working as the Chief Verifier of Ship- ping CO2 & GHG Emissions Data, in appli- cation of the Regulation for the monitor- ing, reporting and verification of Carbon Dioxide Emissions (MRV Regulation) and the IMO DCS Technical Code, while she is a member of the Professional Accredita- tion program of the International Water Resources Management Alliance (AWP) of Scotland. She has extensive experience in sustain- ability strategy development, establishing objectives, monitoring and continuous im- provement, as well as training and raising people’s awareness of sustainability princi- ples. She also has in-depth knowledge of environmental policies and regulations, as well as legislation and regulations related to environmental protection. Her professional dedication and adaptabil- ity have contributed to a continuous jour- ney in designing, managing, inspecting, and improving systems of Sustainable De- velopment, Environmental Management, Quality Management, and Health & Safety Management at work, in accordance with international regulations and the strictest standards. Nikitas Glykas, Independent Non-Executive Member He holds a BSc degree in Physics from the University of Athens and postgraduate de- grees from the Lancaster University and Harvard University. He started his profes- sional career at MOBIL OIL (1992-1999) and served as Regional Manager for Eastern Europe at MAILLIS SA (1999-2005). From 2006 to 2009, as CEO Member of the Board of Directors of SHELMAN SA, he promoted the restructuring and the broader rede- sign of the Group’s operating procedure, achieving especially positive results amid recession conditions in the timber sector. Since the year 2009 he has held various positions in HTC Group, whereas from Oc- tober 2015, and assuming higher duties, he holds the position of the Head for the region of Middle East and Africa based in Dubai. Having held senior management positions in conglomerates, he has extensive inter- national experience and deep knowledge of the European markets as well as the Middle East market. During his career, he led multi-national teams from a variety of countries, achieving outstanding results both in times of economic growth and during economic downturns by redefin- ing the Company’s strategy and objectives and leading the companies he worked for to impressive business performance. Since 2019, he has been serving a Vice Chairman of XR SPACE Co LTD based in Taiwan. In March 2023 he assumed the position of non-executive member of the Audit Committee of PPC (DEI) SA. The condensed CVs of the top executives of the Company are as follows: Page 80 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Dimitris Fragkou, Group Chief Financial Officer (CFO) & Secretary of the Board of Directors of the Company He studied Business Administration at the Athens University of Economics and Busi- ness (AUEB), from which he graduated in 2002. From 2006 to 2008, he studied Ac- counting and Finance (specializing in Fi- nance), obtaining a Master’s Degree from the Athens University of Economics and Business (AUEB). He is also a Certified Pub- lic Accountant, as he became a member in 2012 of the Association of Chartered Cer- tified Accountants - ACCA. He started his professional career, for a short period of time from shipping banking, while at the end of 2003 he joined PwC. At PwC, he worked in the Consulting Division, gain- ing significant experience in the areas of budgeting, financial information, financial analysis, process optimization, transition to new integrated information systems and treasury operations. In 2014, he joined the Department of Business Process Out- sourcing, gaining experience in account- ing procedures, tax compliance and finan- cial reporting to the Authorities (statutory reporting). He has worked for a number of listed and private companies in the con- struction, energy, shipping and industrial sectors. From March 2020, he joined Thra- ce Group as Chief Financial Officer. Christina Diamanti, Group Chief People Officer She studied Business Administration at the Athens University of Economics and Busi- ness (AUEB), from which she graduated in 2001 and in 2005 she obtained a Master’s degree specializing in Human Resource Management from the Athens University of Economics and Business (AUEB). Since 2000, she worked in the Human Resources departments of a multinational food Com- pany in Greece and the Middle East, and also in commercial offices and production units as well as in the regional offices of Switzerland, where she gained significant experience in the management of human resources practices, organizational struc- ture planning and change management. In her last position, she was responsible for the management of foreign markets, such as the Nordic countries, Spain and Eastern Europe. She has long experience in team building and leadership coaching. As of September 2022 she has joined Thrace Group as Group HR Director. Ioannis Sideris, Chief Sustainability Officer Ioannis Sideris currently holds the position of Group Sustainability Officer at Thrace Group. He has significant experience and active involvement in the fields of sustain- able development, climate change, and circular economy since he has served as the CEO of the Hellenic Recycling Agen- cy (EOAN) and the Deputy Mayor of the Environment in the Municipality of Agia Paraskevi. Additionally, he worked as an IT Consultant at the multinational corpo- ration PwC. Throughout his career, he un- dertook several responsibilities, including serving as the Chairman of the Expert Committee of the General Secretariat of Commerce, a member of the BoD of the Public Real Estate Company and the Asso- ciation of Sustainable Urban Development. He has also contributed as a researcher at the ELTRUN research center and has ex- tensive experience as a publisher. He is a graduate of the Athens University of Eco- nomics and Business with a specialization in Business Administration and holds a master’s degree in Information Systems Annual Financial Report as of 31.12.2023 Page 81 of 292 Amounts in thousand Euro, unless stated otherwise Development from the London School of Economics. Lambros Apostolopoulos, Head of Internal Audit Unit He is a graduate of Varvakeio High School, a graduate of the Department of Busi- ness Administration and Management of the Athens University of Economics and Business (BSc) and holds a Master’s De- gree in Finance & Business Economics from the University of Portsmouth (MSc). He has worked in large corporate groups in Greece and abroad, while he has many years of experience in internal audit and is a certified Internal Auditor (CIA). Michail Psarros, Risk and Compliance Manager He is a graduate of the Department of Mathematics of the University of Patras and holds a Master’s Degree in Finance from the University of Leicester. He also holds professional certifications as Com- pliance Officer from TUV Austria and Risk Management certification from the Na- tional and Kapodistrian University of Ath- ens. He started his professional career, for a short period of time as an Internal Auditor in a Company in the financial sector, while from May 2000 he worked in the Inter- nal Audit Department of the K. Philippou Group of Companies. Then, in November 2005 he moved to the group Lafarge Ce- ment / AGET IRAKLIS, where he worked in the Internal Audit Department until December 2010, when he joined Thrace Group as Group Internal Auditor. During the 21 years of his employment in the In- ternal Audit Departments in the above industrial groups, he has gained extensive experience in the fields of Internal Audit, internal control systems, risk & compliance management. From February 2022, Mr. Psarros took over duties as Risk and Compliance Manager. The following table shows the number of shares held by those who were members of the Board of Directors and seniors executives of the Company during 2023, at 31/12/2023: BoD members Number of shares held directly Percentage of shareholding Konstantinos Chalioris 18,936,558 43.3% Theodoros Kitsos - 0% Christos-Alexis Komninos 25,000 0.1% Dimitris Malamos - 0% Nikitas Glykas - 0% Athanasios Dimiou - 0% Vasileios Zairopoulos 164,223 0.4% Spyridoula Maltezou - 0% Myrto Papathanou - 0% Georgios Samothrakis 27,000 0.1% Christos Shiatis 60,000 0.1% Page 82 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Senior Management & Members of Audit Committee Number of shares held directly Percentage of shareholding Dimitrios Fragkou - 0% Christina Diamanti - 0% Ioannis Sideris 40,000 0.1% Lambros Apostolopoulos - 0% Michail Psarros - 0% Konstantinos Kotsilinis, Member of the Audit Committee - 0% Konstantinos Gianniris, Member of the Audit Committee 15,000 0.0% Sophia Manesi, Member of the Audit Committee - 0% In the following table, the professional commitments of the Board of Directors members are presented: BoD members Companies in which the BoD members participate Group Companies in which the BoD members participate Equity shareholding Position Konstantinos Chalioris Civil non-Profit Company Stavros Chalioris 50% Vice-Chairman of BoD Xanthi Photovoltaic Park S.A. 50% Chairman & Chief Executive Officer EYTERPI S.A. - Chairman & Chief Executive Officer ERATO S.A 50% Chairman & Chief Executive Officer THALEIA S.A. 50% Chairman & Chief Executive Officer KLEIO TECHNICAL TOURISM COMMERCIA S.A. - Chairman & Chief Executive Officer EVNIKI MCPY 99% Legal Representative AVDIRA MCPY 99% Chairman of BoD THRACE YAGHTING SMPC 66% Partner & Administrator THRACE LABEA SMPC 50% Partner THRACE NONWOVENS & GEOSYNTHETICS SA Chairman of BoD DON & LOW LTD Member of BoD ARNO LTD Chairman of BoD THRACE PLASTICS PACK SA 4,71% Chairman of BoD SYNTHETIC HOLDINGS LTD Chairman of BoD THRACE SYNTHETIC PACKAGING LTD Member of BoD THRACE GREENHOUSES SA Chairman of BoD & Managing Director TRIERINA TRADING LTD Director Annual Financial Report as of 31.12.2023 Page 83 of 292 Amounts in thousand Euro, unless stated otherwise BoD members Companies in which the BoD members participate Group Companies in which the BoD members participate Equity shareholding Position Konstantinos Chalioris THRACE IPOMA AD Chairman of BoD THRACE POLYBULK AB Chairman of BoD THRACE POLYBULK AS Chairman of BoD LUMITE INC Member of BoD SYNTHETIC TEXTILES LTD Director THRACE POLYFILMS SA Chairman of BoD Theodoros Kitsos AMALTHEA SMPC 35% Partner COLLEGE LINK PRIVATE COMPANY 1% PROVIL S.A. Member of BoD Hellenic Tech Investor Club (THETI CLUB) Member of BoD Christos Alexis Komninos T.K.K. CONSULTANTS LTD 100% Director ELVAL – HALCOR S.A. Member of BoD Dimitrios Malamos DYNAMIC CONSTRUCTIONS  V. ZARIFOPOULOS S.A. - Chairman of BoD IOANNIS FILIPPAIOS S.A. - Member of BoD ΖΙΤΑ MCPY 1% Vice Chairman of BoD THRACE GREENHOUSES SA Member of BoD THRACE POLYBULK AS Member of BoD THRACE SYNTHETIC PACKAGING LTD Member of BoD THRACE IPOMA AD Member of BoD THRACE NONWOVENS & GEOSYNTHETICS SA Vice-Chairman of BoD DON & LOW LTD MEMBER OF BOD THRACE PLASTICS PACK SA Vice-Chairman of BoD LUMITE INC Member of BoD THRACE POLYBULK AB Member of BoD THRACE LINQ INC Chairman of BoD THRACE POLYFILMS SA Vice-Chairman of BoD THRACE EUROBENT SA Member of BoD SAEPE LTD Director ADFIRMATE LTD Director PAREEN LTD Director Nikitas Glykas PPC S.A. - Member of the Audit Committee XRSPACE Co LTD - Vice-Chairman of BoD LUXURY HOUSES IN ATHENS MARIETTA SMPC 50% Partner Page 84 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise BoD members Companies in which the BoD members participate Group Companies in which the BoD members participate Equity shareholding Position Athanasios Dimiou AVDIRA MCPY - Vice-Chairman of BoD THRACE POLYFILMS SA Member of BoD THRACE NONWOVENS & GEOSYNTHETICS SA Managing Director & Member of BoD THRACE EUROBENT SA Vice-Chairman of BoD Vasileios Zairopoulos V. ZAIROPOULOS& SIA LP 90% Partner & Administrator ΖΙΤΑ MCPY 99% Chairman of BoD DON & LOW LTD Chairman of BoD SYNTHETIC HOLDINGS LTD Director SYNTHETIC TEXTILES LTD Director THRACE EUROBENT SA Member of BoD Spyridoula Maltezou JUSTAIM LP 95% Partner & Administrator Myrto Papathanou GOMMYR POWER NETWORKS LTD 30% Member of BoD GOMMYR POWER SMPC 30% Partner BANSARA TRADING LTD 30% - METAFOUNDER UNIT HOLDER SMPC 25% Partner KARYON AGRICULTURE SMPC 22% Partner ENTOMICS BIOSYSTEMS LTD - Member of BoD FERRYHOPPER SA - Member of BoD ADVANTIS HOLDING BV - Member of BoD METAVALLON PARTNERS AEDAKES 25% Member of BoD ACTIVE FINANCE INITIATIVE Member of BoD Georgios Samothrakis FRIGOGLASS SA - Chairman of the Audit Committee Christos Shiatis AVAX INTERNATIONAL LTD - Director C.E.T. RIVERS CYPRUS LTD - Director J&P AVAX SA - Member of BoD C.P.S. FINANCIAL SOLUTIONS LTD 99% Director TROLID HOLDINGS LTD Director EOTATI REAL ESTATES LTD Director TRIERINA TRADING LTD Director It is noted that none of the members of the Board of Directors of the Company partici- pates in the Boards of Directors of more than five (5) listed companies. Annual Financial Report as of 31.12.2023 Page 85 of 292 Amounts in thousand Euro, unless stated otherwise Framework for the Management of the Company’s Transactions with Related Parties The Company has adopted and imple- ments a Framework for the Management of its Transactions with Related Parties, which includes the overall policy govern- ing and the process regulating the trans- actions with Related Parties and which has been approved by a decision of the Board of Directors in compliance with the obliga- tions arising from the applicable legisla- tive and regulatory framework. In addition to the Framework for the Management of its Related Party Transactions, the Compa- ny has also adopted a Conflict-of-Interest Management Framework, which is addi- tionally implemented. The policies that ensure that the Board of Directors has sufficient information to base its decisions regarding transactions between related parties including the transactions of its subsidiaries with related parties are: A. To define the responsibilities of the Company and the roles of its Divisions in the Management of Transactions with Related Parties In order to ensure the transparency and proper management of the Company’s Transactions with its related parties, the Framework for the Management of the transactions with Related Parties describes the responsibilities of the Company and provides for a clear allocation of roles be- tween its divisions. Specifically, the Company has undertaken a series of actions related to the manage- ment of transactions with Related Parties, as follows: • submits the Framework for the Management of its Transactions with Related Parties for approval by the Board of Directors, • ensures the revision of the content of the Framework for the Management of its transactions with Related Party, where required, • ensures in cooperation with the legal advisors the legality of the individ- ual procedures, applies the criteria mentioned in the Framework for the Management of its transactions with Related Parties and evaluates the affil- iation of the transactions with Related Parties for approval by the Board of Directors, taking into account the re- spective legal framework governing these Transactions, • takes into account the exceptions mentioned as well as those defined by the respective legislative framework, • presents the information related to the transactions with Related Parties, pointing out the Company’s interest for the financial advantage and the correct application of the conditions for the completion of the transaction, taking into account the respective le- gal and regulatory framework. B. Define the Related Parties As “Related Parties” are defined the related parties listed in IAS 24, as well as the legal entities controlled by those persons in ac- cordance with IAS 27. C. Locate the Related Parties For the correct fulfillment of the legal and regulatory obligations of the Company and the effective implementation of the Framework for the Management of its Page 86 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Transactions with Related Parties, the tracing and identification of the Related Parties with the Company is carried out in the following ways: • taking into account the organizational chart of the Company and the corporate hierarchy of the Group, as well as the list of investments in other entities, as they apply each time, • receiving information from the Corporate Secretary of the Board of Directors regarding changes of members of the Board and / or its Committees, • requesting from the Company’s executives, when assigning and performing their duties, to complete and sign a declaration form listing their immediate family members and third parties not affiliated with the Company, in which they hold or in which they exercise control or joint control, as defined in IAS 24. In this context, it is noted that it is the responsibility of each manager to immediately notify the Investor Relations & Corporate Announcements Department in the event of changes to the details of its original statement. The Investor Relations & Corporate Announcements Department updates the declaration forms at a regular basis. D. To define the Transactions with Related Parties As “Transaction with Related Parties” is defined any transfer of resources, services or liabilities between Related Parties, in which the Company is the one party and its Related Party is the other, regardless of the possible price agreed, and includes any financial transaction, settlement or contract. Indicatively, and not restrictively, such Transactions may include: • the transfer of human resources, in- cluding their detachment, • the signing of service contracts, • signing receivables / debt manage- ment contracts, • the provision of guarantees or insur- ances. 2) Responsibilities of the Board of Directors The Board of Directors is the administra- tive body that decides on any action that concerns the Company’s management, the management of its assets and in gen- eral anything that refers to promoting and achieving its objective. According to the Company’s Articles of As- sociation: • The Board of Directors is responsible for the representation, administration and unlimited management of cor- porate affairs. It decides on any issue that concerns the Company’s manage- ment, the achievement of the Compa- ny objective and the management of Company assets, including the issue of ordinary and convertible bonds. The only exceptions are the decisions which, according to the provisions of Law or the Articles of Association, as in force from the Annual General Meet- ing of May 24, 2023, are subject explic- itly to the responsibility of the General Meeting of shareholders. • The Board of Directors may appoint, for any time period and under any con- ditions it deems necessary each time, to exercise its representation and du- ties in general, fully or partially to one Annual Financial Report as of 31.12.2023 Page 87 of 292 Amounts in thousand Euro, unless stated otherwise or more of its members or Managers or Executives or other employees of the Company or third parties or com- mittees, defining however each time their authority and the signatories that bind the Company. Specifically, the main responsibilities of the Board of Directors (in the sense that the relevant decision making requires the pri- or approval of the Board of Directors or, if necessary, ex post ratification by the Board of Directors), should include: • The representation, administration and unlimited management of corpo- rate affairs. • The decision making for each decision relating to the Company’s manage- ment. • The achievement of the corporate ob- jective and management of corporate assets including the issuance of ordi- nary and convertible bonds. The only exceptions are the decisions which, ac- cording to the provisions of the Law or the Articles of Association or any other valid, binding and firm agreement, are explicitly subject to the exclusive re- sponsibility of the General Meeting of Shareholders. • The approval of the long-term strate- gy and the operational objectives of the Company and the Group • The approval of the annual budget and business plan, as well as the deci- sion making on major capital expendi- tures, acquisitions and divestments. • The selection and, when necessary, the replacement of the executive management of the Company, as well as the supervision of the plan of the succession. • The performance testing of the Senior Management and the harmonization of the remuneration of the executives with the long-term interests of the Company and its shareholders. • Ensuring the reliability of the financial statements and data of the Company, the financial information systems and the data and information disclosed to public, as well as ensuring the suffi- cient and effective operation of inter- nal control system of the Company. • The vigilance regarding existing and potential conflicts of interest of the Company, on one side, and the Man- agement, the members of the Board of Directors or the major shareholders on the other side, as well as the appro- priate treatment of such conflicts. For this purpose, the Board of Directors has adopted a transactions monitor- ing process. • Ensuring the existence of an effective process of regulatory compliance of the Company. • The responsibility for decision making and monitoring the effectiveness of the Company’s Corporate Governance system, including the decision-making processes and the delegation of au- thorities and duties to other employ- ees. • The formulation, dissemination and application of the basic values and principles governing the Company’s relations with all parties, whose inter- ests are linked to those of the Compa- ny. • The observance of the law, the statute and the legal decisions of the General Assembly. They have to manage the corporate affairs in order to promote the corporate interest, to supervise the execution of the decisions of the Page 88 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Board of Directors and the General As- sembly and to inform the other mem- bers of the Board of Directors about the corporate affairs. • The definition and supervision of the implementation of the corporate gov- ernance system of provisions 1 to 24 of Law 4706/2020, the monitoring and evaluation periodically every three (3) financial years for its implementation and effectiveness, taking the appro- priate actions for addressing deficien- cies. 3) Operation of the Board of Directors As regards to the operation of the Board of Directors, the Company’s Articles of As- sociation and the Internal Operation Rule- book state the following: Formation of the Board of Directors as a body • The Board of Directors, as soon as it is elected and specifically during its first meeting, elects from its members and for the entire period of its term, a Vice-Chairman and a Chairman, whereas if the Chairman is absent or unable the Vice-Chairman substitutes such, and if the latter is absent or un- able then the Director that is appoint- ed by means of a decision by the Board of Directors substitutes such. • The Chairman of the Board of Direc- tors presides over the Board meetings, manages its activities and informs the Board of Directors on the Company’s operation. • The Board of Directors may elect one of its members as Chief Executive Of- ficer or Executive Director, it may ap- point responsibilities of the CEO to the Chairman or Vice-Chairman of the Board and it may elect the deputy CEO or Executive Director from its mem- bers. • The responsibilities of the CEO are de- fined by means of a decision by the Board. Decision Making • The Board of Directors is considered to be in quorum and meets validly, given that half (1/2) plus one (1) member are present or represented at the meet- ing. However, the number of members participating in person or represented cannot be less than three (3) in any case. To calculate quorum, possible fractions are omitted. • The decisions of the Board of Directors are taken by an absolute majority of the present and represented mem- bers. Representation of Board of Directors A Board member that is absent may be rep- resented by another member. Each Board member may represent only one absent member, with a written authorization. Minutes of the Board of Directors • Copies or excerpts of the Board of Di- rectors’ Minutes are certified by the Chairman or his/her legal representa- tive or by a member of the Board of Directors that has specifically been authorized by a decision of the Board of Directors. • The preparation and signing of min- utes by all Board members or their representative constitutes a deci- sion by the Board of Directors, even Annual Financial Report as of 31.12.2023 Page 89 of 292 Amounts in thousand Euro, unless stated otherwise if a meeting has not previously taken place. This arrangement applies if all the members or their representatives agree to make a majority decision in minutes without a meeting. The rel- evant minutes are signed by all the members. • The signatures of the members or their representatives can be exchanged by e-mail or other electronic means. Remuneration of Board of Directors • The members of the Board of Directors may receive remuneration for each participation at Board meetings in per- son or through teleconference, only if such is approved with a special deci- sion by the Ordinary General Meeting. • The members of the Board of Directors receive the fixed and variable remuner- ation as well as the other benefits, fees and indemnities specified in the Com- pany’s current Remuneration Policy. The fees of the members of the Board of Directors may also consist of a share in the profits of the year, in accordance with the provisions of Law 4548/2018. It is pointed out that by virtue of the decision of the Ordinary General Meet- ing of the Company’s shareholders of May 24, 2023, paragraph 2 of article 15 of the Company’s Articles of Associa- tion was amended, pursuant to which it was stipulated that the fees of the members of the Board of Directors, senior executives, as they are defined and specified in detail in the approved and applicable Remuneration Policy, general managers and their deputies, as well as administrative executives, in accordance with their definition in International Accounting Standard 24 par. 9, may also consist of a share in the profits, in accordance with the current provisions of Law 4548/2018. • A fee or benefit granted to a member of the Board of Directors that is not regulated by law or the Statute in ef- fect, shall be borne by the Company only if approved by a special decision of the General Meeting. Remuneration Report The Company has established and imple- ments a Remuneration Policy, the purpose of which is to ensure that the members of the Board of Directors and its Committees are remunerated based on its short-term and long-term business plan, in order to achieve profitable organic growth through capacity increase, geographic expansion and value capture as per the Company’s strategic plan. The current Remuneration Policy of the Company was approved by the Annual Or- dinary General Meeting of shareholders of May 24, 2023, and its validity period is four (4) years and is available on the Company’s website www.thracegroup.gr. The Remuneration Report has been pre- pared in accordance with the provisions of article 112 of Law 4548/2018, in line with the Guidelines of March 1, 2019, of the European Commission regarding the presentation of the Remuneration Report in accordance with Directive 2007/36/EC, as has been amended by Directive (EU) 2017/828 on Shareholders’ rights. It pro- vides an overview of the remuneration model of THRACE PLASTICS CO SA, as it re- flects the total remuneration of the mem- bers of the Board of Directors, explaining the way in which the Remuneration Policy of the Company was implemented for the financial year 2023. Page 90 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The total remuneration paid to the mem- bers of the Board and Committees during fiscal year 2023 (01.01.2023-31.12.2023) is included in the Remuneration Report, which is available on the Company’s website www.thracegroup.gr just before the Annual Ordinary General Meeting of shareholders. 4) Board of Directors’ Meetings • The Board of Directors meets at the Company’s headquarters whenever the Law or the Company’s Articles of Association or its needs require so, convened by the Chairman or his / her deputy with an invitation to be com- municated to members at least two (2) working days prior to the meeting. The Board of Directors may also meet outside the Company’s registered of- fice, but in this particular case such notice must be communicated to its members at least five (5) working days prior to the meeting. • The Board of Directors may convene through teleconference for certain of its members or for all of them. In this case, the invitation towards Board members includes all necessary infor- mation and technical instructions for their participation in the meeting. • The Board meetings are presided by the Chairman or upon absence or any other hindrance by his/her substitute according to the Articles of Associa- tion. During the closing financial year 2023 (01.01.2023-31.12.2023), 25 meetings of the Board of Directors took place. The frequency of participation of the members of the Board of Directors at its meetings in 2023 is as follows: MEMBER NAME MEMBER TYPE FINANCIAL YEAR PARTICIPATION IN THE BOD MEETINGS PARTICIPATION PERCENTAGE FROM TO Konstantinos Chalioris Chairman, Executive Member 01/01/2023 31/12/2023 25/25 100% Theodoros Kitsos Vice Chairman, Independent non- executive member 01/01/2023 31/12/2023 25/25 100% Dimitrios Malamos Chief Executive Officer, Executive member 01/01/2023 31/12/2023 25/25 100% Vassilios Zairopoulos Non-executive member 01/01/2023 31/12/2023 25/25 100% Christos Shiatis Non-executive member 01/01/2023 31/12/2023 24/25 96% Christos-Alexis Komninos Non-executive member 01/01/2023 31/12/2023 25/25 100% Athanasios Dimiou Non-executive member 01/01/2023 31/12/2023 25/25 100% Georgios Samothrakis Independent non- executive member 01/01/2023 31/12/2023 25/25 100% Myrto Papathanou Independent non- executive member 01/01/2023 31/12/2023 25/25 100% Spyridoula Maltezou Independent non- executive member 01/01/2023 31/12/2023 25/25 100% Nikitas Glykas Independent non- executive member 01/01/2023 31/12/2023 25/25 100% Annual Financial Report as of 31.12.2023 Page 91 of 292 Amounts in thousand Euro, unless stated otherwise The topics mainly discussed during the year included: • Briefing by the Chief Executive Officer on issues related to the external envi- ronment of the operating segments, as well as on other important issues related to the Group’s activity (such as price increases and price manage- ment, impact of energy costs, volume of recycled raw material, existing con- flicts that have significantly affected the global economy etc.) • Presentation of period Financial Re- sults for the Group and its subsidiaries • Health and safety issues and discus- sion in order to enhance relevant mea- sures and policies • Update on current developments in subsidiaries • Updates to the Board of Directors Committees, Audit Committee and their relevant recommendations. • Evaluations of Board of Directors / Committees • Update on important projects of the Company and its subsidiaries • Evaluation of previous years invest- ments • Other issues 5) Audit Committee Fully in compliance with the provisions and stipulations of the effective legislation and in particular with the article 44, effec- tive at the time, of L. 4449/2017, during the Extraordinary General Meeting of share- holders that took place on 11.02.2021, the Company elected a new Audit Committee. Subsequently, the elected Audit Commit- tee was redefined (type, composition, number, status of members and term of of- fice) by the Annual Ordinary General Meet- ing of May 24, 2023. The Company’s Audit Committee under its current composition aims to support the Board of Directors in performing its duties as regards to the pro- cedure of financial information, supervise the operation of the Internal Audit and Risk and Compliance Units, the procedures of internal control systems, the supervision of the mandatory audit of the annual and consolidated financial statements, as well as to inform the Board of Directors regard- ing the review of the financial reports prior to their approval. Under the regime of article 44 of law 4449/2017, as in force after its amendment by article 74 of law 4706/2020), and in ac- cordance with the notifications, clarifica- tions and recommendations of the circular with protocol number 1508/17.07.2020 and 427/21.02.2022 documents of the Listed Companies Directorate of the Hellenic Capital Market Commission, the Compa- ny is obliged, as a public interest entity, to have an Audit Committee which consists of at least three (3) members and which may comprise: (a) A Board of Directors Committee con- sisting of its non-executive members, or (b) An Independent Committee, consist- ing of: (i) either by non-executive mem- bers of the Board of Directors and third parties, or (ii) only by third parties. Third party means any person who is not a member of the Board of Directors. The members of the Audit Committee are appointed by the Board of Directors, when it is a Committee of the Board or by the Page 92 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise General Meeting of Shareholders, when it is an Independent Committee and must be in their majority independent of the audit- ed entity. This means that in a three-mem- ber Audit Committee, at least two of its members (and in any case its Chairman) must either be independent non-exec- utive members of the Board of Directors or, in the case they are third parties, they should meet the requirements of article 9, par. 1 and 2 conditions of independence. The minimum required number of the present members in order to render a meeting of the Audit Committee as a val- id one must be three (3), meaning that in case of a three-member Audit Committee, the presence of all members at each meet- ing is required. However, even if the Audit Committee consists of more than three (3) mem- bers, it is required, according to the clar- ifications granted pursuant to the no. 1302/28.04.2017 document of the Listed Companies Division of the Hellenic Capital Market Commission, the participation of the entire number of its members, in per- son, in the Committee’s meetings. At least one (1) member of the Audit Com- mittee must possess sufficient knowledge and experience in auditing and accounting. In any case, it is to the discretion of the Audit Committee to invite whenever it is deemed necessary key directors of the Company who are involved in the latter’s corporate governance (for example Man- aging Director, Finance Director, head of the Internal Audit and Risk & Compliance Manager) to attend certain meetings or certain subjects of the daily agenda in or- der to provide any necessary clarifications. The Audit Committee, which now oper- ates in accordance with the provisions of Law 4449/2017, as in force after its amend- ment by Law 4706/2020 has the following duties, while the Board of Directors main- tains full responsibility and particularly: i) External Audit (sect. a’ of par. 3) article 44 of Law 4449/2017 (Government Gazette A’ 7/24.01.2017) The Audit Committee monitors the proce- dure and performance of the mandatory audit on the separate and consolidated financial statements of the Company and the Group. In this context the Committee informs the Board of Directors by submit- ting a relevant report for issues deriving from the mandatory audit and by explain- ing analytically the following: a) the contribution of the mandatory audit to the quality and integrity of the financial information, meaning in the accuracy, completeness and cor- rectness of the publicized financial information including the relevant disclosures which are approved by the Board of Directors, b) the role of the Audit Committee in the under (a) above mentioned pro- cedure, meaning the recording of the actions taken by the Audit Committee during the performance of the manda- tory audit. In the context of the above information that is being granted to the Board of Di- rectors, the Audit Committee takes into consideration the contents of the supple- mentary report which the Chartered Audi- tor-Accountant prepares and submits, and which contains the results of the manda- tory audit that was performed fulfilling at least the requirements of article 11 of the Regulation (EU) no. 537/2014 of the Euro- pean Parliament and the Council of April 16 th , 2014. Annual Financial Report as of 31.12.2023 Page 93 of 292 Amounts in thousand Euro, unless stated otherwise The Committee: • Is responsible for the selection and recall process of the Chartered Audi- tors-Accountants or the Audit Firm and proposes through the Board of Directors to the General Meeting of Shareholders, the Chartered Audi- tors-Accountants or the Audit Firm to be appointed, the terms of collabora- tion, as well as their remuneration (ac- cording to article 16 of Regulation (EU) No 537/2014, unless par. 8 of article 16 of Regulation (EU) No 537/2014 is be- ing applied). • Regarding the selection of Chartered Auditors-Accountants or the Audit Firm, it is examined and analyzed: o the scope of work o the audit standard on the basis of which this work will be performed o the form of the deliverable o the responsibilities of the manage- ment and the auditor respectively • It is responsible for monitoring any non-audit service to be provided by the Chartered Auditors-Accountants or the Audit Firm to the Company. Taking into account articles 21, 22, 23, 26 and 27, as well as Article 6 of Reg- ulation (EU) No 537/2014) and in par- ticular the adequacy of the provision of non-audit services to the Company (according to article 5 of Regulation (EU) no. 537/2014) will approve or not the non-audit service. • Monitors the process and the perfor- mance of the mandatory audit of the separate and consolidated financial statements of the Company and es- pecially the performance of the audit, taking into account any findings and conclusions of the competent author- ity (according to paragraph 6 of article 26 of Regulation (EU) no. 537/2014). In this context, it informs the Board of Di- rectors by submitting a relevant report on the issues that arose from the man- datory audit explaining in detail: (a) the contribution of the statutory audit to the quality and integrity of the financial information, i.e. to the accuracy, completeness and correctness of the financial in- formation, including the relevant disclosures which are approved by the Board of Directors and made public, (b) the role of the Committee in the (a) procedure above, i.e. report- ing the actions taken by the Com- mittee during the statutory audit process. • It is also being informed by the Char- tered Auditors-Accountants or the Au- dit Firm on the annual statutory audit plan before its implementation, evalu- ates the specific plan and ensures that the annual statutory audit will cover the most important areas of audit, taking into account the main business and financial risk areas of the Compa- ny. • Furthermore, the Committee submits proposals on other important issues, when it deems it appropriate or im- posed. ii) Procedure of financial information (sect. b’ of par. 3) article 44 of Law 4449/2017 (Government Gazette A’ 7/24.01.2017) Within this context the Committee: • Is informed about the process and Page 94 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise schedule of preparation of financial information by the Management and monitors, examines and evaluates the process of preparation of finan- cial information, i.e. the mechanisms and production systems, the flow and dissemination of financial information produced by the involved units of the Company. • The above actions include other dis- closed information in any way (e.g. stock market announcements, press releases, etc.) in relation to financial information. • Informs the Board of Directors for its findings on essential issues in its areas of responsibility, submits proposals to improve the process, if deemed ap- propriate, and monitors the response of the Company’s Management to these findings. • Takes into account and examines the most important issues and risks that may have an impact on the Compa- ny’s financial statements as well as the significant judgments and estimates of Management during their prepara- tion. Below are indicative issues that are exam- ined and evaluated in detail by the Audit Committee to the extent that they are im- portant for the Company, mentioning spe- cific actions on them during its reporting and briefing to the Board of Directors: • Evaluate the use of the assumption of ongoing activity. • Significant judgments, assumptions and estimates in the preparation of the financial statements. • Evaluation of assets at fair value. • Evaluation of asset recoverable value. • Accounting treatment of acquisitions. • Adequacy of disclosures for the signifi- cant risks faced by the Company. • Significant transactions with related parties. • Significant extraordinary transactions. The Committee’s communication with the Chartered Auditors-Accountants in view of the preparation of the audit report and the latter’s supplementary report to the Com- mittee must be substantial. In addition, the Committee reviews the fi- nancial reports (Annual, Semi-Annual and Quarterly) before their approval by the Board of Directors, in order to assess their completeness and consistency in relation to the information taken into account as well as the accounting principles imple- mented by the Company and informs the Board of Directors accordingly. iii) Procedures of internal control and risk management systems and audit control unit (sect. c’ of par. 3) article 44 of Law 4449/2017 (Government Gazette A’ 7/24.01.2017) The Committee: • Monitors, examines and assesses the adequacy and effectiveness of the en- tire policies, procedures and controls of the Company with regard to the internal control system as well as the quality assurance and the estimation and management of risks in relation to the financial information. • Monitors the effectiveness of internal control systems mainly through the work of the internal audit and Risk & Compliance Department and the work of the External Auditor. Annual Financial Report as of 31.12.2023 Page 95 of 292 Amounts in thousand Euro, unless stated otherwise • Examines the conflicts of interest during the Company’s transactions with related parties and submits to the Board of Directors the relevant re- ports. • Examines the existence and content of those procedures, according to which the Company’s personnel will be able, in confidentiality, to express their con- cerns about possible illegalities and irregularities in matters of financial information or other issues related to the operation of the Company. The Commission must ensure that proce- dures are in place to effectively and independently investigate such issues, as well as to address them properly. Regarding the operation of internal audit unit, the Committee: • Evaluates the staffing and organiza- tional structure of the Internal Audit Unit and identifies any weaknesses or deficiencies. It also monitors and inspects the proper operation of the Internal Audit Unit in accordance with professional standards as well as the current legal and regulatory frame- work and evaluates its work, adequa- cy and effectiveness, without however affecting its independence. If deemed appropriate, the Committee submits proposals to the Board of Directors, so that the Internal Audit Unit has the necessary means, is adequately staffed with personnel with sufficient knowledge, experience and training, there are no restrictions on its work and has the envisaged independence. Therefore, the appointment and dis- missal of the head of the Internal Audit Unit is a proposal of the Audit Com- mittee to the Board of Directors. In the same context, the Committee de- termines and examines the operating regulations of the Company’s Internal Audit Unit. • It is being informed on the annual or periodic audit plan of the Internal Au- dit Unit before its implementation and evaluates it, accordingly, taking into consideration the main areas of busi- ness and financial risks as well as the results of previous audits. The Com- mittee may decide to configure the annual or periodic internal audit plan, as well as to carry out extraordinary audits by the internal audit unit. • As part of this briefing, the Committee reviews if the annual or periodic audit plan (in conjunction with any corre- sponding medium-term plans) covers the most important areas of control and systems related to financial infor- mation. • Holds regular meetings with the Inter- nal Auditors to discuss issues of their responsibility, as well as problems aris- ing from the performance of internal audits. • Takes knowledge of the work of the In- ternal Audit Unit and its reports (reg- ular and extraordinary) and monitors the briefing of the Board of Directors about their content, in relation to the financial information of the Company. • Reviews the disclosed information re- garding the internal control and the main risks and uncertainties of the Company, in relation to the financial information. (iv) Regulatory Compliance and Risk Management Unit (articles 13 & 14 of Law 4706/2020 - Government Gazette A’ 136/17.07. 2020) The Committee: Page 96 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise • Supervises the management of the main risks and uncertainties of the Company and their periodic revision. In this context, it evaluates the meth- ods used by the Company for the iden- tification and monitoring of risks, the treatment of the main ones through the internal control system and the in- ternal audit unit as well as their proper disclosure in the published financial information. • Monitor the effectiveness of the reg- ulatory compliance system, including adopting and implementing appro- priate and up-to-date procedures, to ensure that the Company fully and constantly complies with the legal and regulatory framework in force in a timely manner and that there is, at all times, a complete picture available of the degree to which this objective is attained. • Supervise compliance with specific governance practices such as personal data protection, cybersecurity and in- formation security. • Review the findings from the audits conducted by Regulatory Authorities, external and internal auditors, and the regulatory compliance and risk man- agement unit and monitor the degree to which the Company complies with the applicable requirements. • Follow up on cases of non-compliance and review the corrective action taken by the Management. • Informs and is informed from manage- ment work together with the Compa- ny’s legal consultants on compliance issues. • Examines conflicts of interest during the Company’s transactions with re- lated parties and it submits relevant reports to the Board of Directors. • Look into the existence and content of the procedures followed to allow Company staff to express their con- cerns confidentially about any poten- tial illegal and irregular practices with regard to financial reporting or other issues which are associated with the Company’s operation. The Committee must ensure that the procedures are in place for investigating such issues ef- fectively and independently, as well as addressing them adequately. • Evaluate regulatory compliance and risk management reports at Company and group level, informs the Board of Directors of its findings and submits proposals where required. The oversight of the management of key risks and uncertainties, as well as the mon- itoring of the effectiveness of the Com- pany’s regulatory compliance system, is carried out through the supervision of the Risk Management and Regulatory Compli- ance Unit, for which the Committee: • Evaluates the staffing and organiza- tional structure of the Unit and detect any weaknesses therein. Moreover, monitors and inspects the proper functioning of the Risk and Compli- ance Unit according to the profession- al standards and the legal and regula- tory framework in force and assesses its work, adequacy and effectiveness. Where appropriate, makes proposals to the Board of Directors for the Unit to have the necessary means and be adequately staffed with employees who have sufficient knowledge, expe- rience and training etc. • Evaluates the annual work plan of the Unit before it is implemented taking Annual Financial Report as of 31.12.2023 Page 97 of 292 Amounts in thousand Euro, unless stated otherwise into account the key areas of business and financial risk, proposes any addi- tions or changes and finally approves it. • Receives and evaluates the result of the unit’s annual work plan, which is the Annual Compliance Report and then informs the Board of Directors and Committees, about any instances of non-compliance that have been re- corded, if any, and the measures being implemented to address potential de- ficiencies. • Holds regular meetings with the Risk & Compliance Manager to discuss issues of his/her responsibility. For the results of all the above actions, the Committee informs the Board of Directors about its findings and submits proposals for the implementation of corrective ac- tions, if deemed appropriate. The Committee shall have unhindered and full access to the information, records and data required in the exercise of its powers and shall have the necessary resources to carry out its work in a proper and effective manner, including the use of external con- sultants. The Audit Committee archives all the nec- essary information, including the minutes of its meetings, in which its actions and their results are recorded, regarding the implementation of its work. The Audit Committee submits reports to the Board of Directors on its areas of re- sponsibility and also in the areas which, af- ter the completion of its work, it considers that there are essential issues in relation to the provided financial information and monitors the Management’s response to them. The Chairman of the Committee provides information to the shareholders during the annual General Meeting about the Committee’s activities on the basis of the above-mentioned responsibilities, through the submission of a relevant Re- port. For the implementation of all the above, the Audit Committee is expected to hold meetings with the Management and the competent executives during the prepara- tion of the financial reports, as well as with the Chartered Auditors-Accountants or the Auditing Company during the planning phase of the audit, during the execution and also during the phase of preparation of audit reports The existing Audit Committee, which was elected by the Extraordinary General Meeting of Shareholders on 11 February 2021, as it was redefined following the res- ignation of the member of the Audit Com- mittee, Mr. Konstantinos Gianniris, and his replacement by Ms. Sophia Manesi, is an Independent Committee and is consist- ed of the following one (1) Independent Non-Executive Member of the Company’s Board of Directors and two (2) non-mem- bers-third parties, namely: Georgios Samothrakis Independent Non- Executive Board Member Konstantinos Kotsilinis Non-Board Member – third party Konstantinos Gianniris Non-Board Member – third party Sophia Manesi 1 Non-Board Member – third party 1: Commencement of term: May 24, 2023 Following the replacement of the afore- mentioned resigned member of the Audit Committee by the Extraordinary General Meeting of shareholders of 24 May 2023 Page 98 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise and the appointment of Ms. Sophia Mane- si as his replacement for the remainder of the term, the Audit Committee, during its meeting on May 25, 2023, was constituted, with the term ending on February 11, 2026, as follows: Georgios Samothrakis Chairman of Audit Committee Konstantinos Kotsilinis Member of Audit Committee Sophia Manesi Member of Audit Committee For reasons of completeness, CVs of the members of the current Audit Committee are presented as follows: • Georgios Samothrakis The CV of Mr. Georgios Samothrakis, Mem- ber of the Board of Directors, is presented in detail in Section VI.1 “Composition of the Board of Directors” of the current Report. • Konstantinos Kotsilinis Mr. Konstantinos Kotsilinis was born in New Zealand, studied at Victoria Univer- sity of Wellington and earned a Bachelor of Commerce and Administration degree. He began his professional career in 1968 at Coopers & Lybrand in Wellington, then transferred to the London office in 1972 and later that year to the Greek office. From 1978 to 2003 he was head of the audit department of Coopers & Lybrand / PwC Greece. In his last years of service in the Company, he served as the Chairman of the Board of Directors of the Company. He has also served on various Committees, in- cluding the Supervisory Board of the Euro- pean Financial Reporting Advisory Group (2002-2004) and the Accounting Harmo- nization Committee of UNICE (2002-2005). From 2009 to 2014, he was Vice Chairman of the Accounting Standardization and Auditing Committee of Greece (ELTE) and Chairman of the Quality Control Council (SPE). During this period he represented Greece in the relevant committees in the European Union and during the Greek Presidency he was the Chairman of the committee responsible for audit issues. He is a former Chartered Auditor-Accoun- tant as well as a former Member of the In- stitute of Chartered Accountants of New Zealand. He is the Chairman (since 2006) of the Board of Directors and a member of the Audit Committee of the insurance Company Interasco A.E.G.A. From 2006 until today he is an External Advisor of the Audit Committee of the National Bank of Greece, while since 2017 until 2021 was a Member of the Audit Committee of Mytili- neos SA. From 2023 he is a member of the Audit Committee of FRIGOGLASS SAIC. Since 2004 he is a Member of the Board of Directors of “Child’s Smile” and today Vice President of the Organization. From 1991 to 2020 he was the Honorary Consul General of New Zealand in Greece, while he has been appointed Member (MNZM) and Officer (ONZM) of the Order of Merit of New Zealand by the Queen of England. • Sophia Manesi Mrs. Manesi has twenty years of experience in Internal Audit having held senior posi- tions at PwC, the former bank Geniki, BNP Paribas Greece and the Hellenic Financial Stability Fund. Her main areas of expertise are the establishment and smooth opera- tion of Internal Control Unit in accordance with the International Standards for the Professional Implementation of Internal Control of the IIA, the risk assessment, the evaluation of the Internal Control Sys- tem and the implementation of the best Annual Financial Report as of 31.12.2023 Page 99 of 292 Amounts in thousand Euro, unless stated otherwise practices of Corporate Governance. At BNP Paribas Greece and the Hellenic Financial Stability Fund, as Director of In- ternal Audit, she was responsible for the development and implementation of op- erational internal audit procedures and risk assessment, which contributed to increas- ing the efficiency of the units’ operation and the achievement of specific objec- tives that had been set by the respective Administration. Since 2020, she has been a regular lecturer in the Integrated Basic Training Program for Internal Auditors of the IIA and also participates as a speaker in events that promote knowledge and awareness in matters related to Corporate Governance and the Internal Audit System. She has a bachelor’s and master’s degree in Business Administration as well as a de- gree in Psychology. She holds the Certi- fied Internal Auditor (CIA), Certified Fraud Examiner (CFE), COSO Internal Control Certificate and is a certified evaluator of internal control units. She knows English and German. From the above it is inferred that the mem- bers of the Audit Committee have proven in their entirety that they possess suffi- cient knowledge in the field in which the Company operates, given that: (a) Mr. George Samothrakis was already a member of the Audit Committee of the Company, elected by the Extraor- dinary General Meeting of Sharehold- ers as of March 19, 2019, (b) Mrs. Sofia Manesi, although she has never participated in the Board of Directors of the Company, has many years of professional experience, ac- ademic and technical training, fac- tors that make her the most suitable replacement for the resigned member. (c) Mr. Konstantinos Kotsilinis, who has never participated in the Board of Di- rectors of the Company, knows very well and due to his wider professional activity the environment and the con- ditions in which the Company devel- ops its business activities. The criterion of sufficient knowledge and experience in auditing or accounting is proven to be met in the capacities of both Mr. Georgios Samothrakis and Mr. Konstan- tinos Kotsilinis, who are both former Char- tered Auditors-Accountants with extensive knowledge and rich professional experi- ence. This is turn will contribute decisively and substantially in further strengthening the efficiency of the Audit Committee and in the implementation of its responsibil- ities in the best possible way, in order to strengthen the dynamics and the value of the Company. Furthermore, Ms. Sophia Manesi, possessing many years of expe- rience in Internal Auditing, can make a substantial contribution to the Audit Com- mittee so that the latter can carry out its work in the most effective manner and be able to provide substantial solutions and guidance facilitating at the same time the economic growth of the Company and the fulfilment of its legal obligations. Finally, those conditions and criteria of independence which are covered by the current regulatory framework and in particular by article 9 par. 1 and 2 of law 4706/2020, are met for all members of the Audit Committee, given that the following persons: (a) do not hold shares greater than 0.5% of the Company’s share capital; and (b) do not have any dependency relation- ship with the Company or persons related to the Company, according to Page 100 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise the manner by which this dependency relationship is specified in particular in the provisions of the above legislation. Frequency of Meetings and Main Topics of Meetings’ Agenda The Committee convenes at least four (4) times a year. The Chairman of the Com- mittee decides on the frequency and time schedule of the meetings. The external au- ditors are entitled to request a meeting by the Committee if they deem appropriate or necessary. During 2023, the Committee convened sixteen (16) times and all members were presented during the meetings, whereas all issues mentioned in the Internal Opera- tion Rulebook as well as in the Operations Rulebook of the Audit Committee were discussed and handled, the major of which are as follows: 1. Supervision and approval of the Inter- nal Audit and Risk & Compliance Unit’s activities and briefing of the Board of Directors about the issues arising from both Units activities. 2. Confirmation of the exclusive em- ployment, personal and functional independence and objectivity in the exercise of the duties of the head of the Internal Audit Unit, as well as the possession of the appropriate knowl- edge, professional experience and the absence of any non-comformity. 3. Monitoring the process and conduct- ing the assessment of the Company’s Internal Control System audit includ- ing its significant subsidiaries and in- forming the Board of Directors about the issues arising from the conduct of this specific audit. 4. Monitoring the process and the per- formance of the Company’s Corporate Governance System and drafting up a relevant proposal to the Board of Di- rectors for its implementation by the Secretary of the Board of Directors with the assistance of the Regulatory Compliance & Risk Management Unit and the Audit Committee. 5. Monitoring of the process and the performance of the Enterprise Risk Assessment Project of the Company and its subsidiaries and informing the Board of Directors about the issues arising from this risk assessment. 6. Providing an opinion on the selection of the Auditing Company for the per- formance of the mandatory audit on the separate and consolidated finan- cial statements of the Company for the fiscal year 2023. 7. Monitoring of the financial informa- tion process, overview of the annual Financial Report, the annual Financial Statements and the semi-annual and quarterly (interim) Financial State- ments (stand-alone and consolidated) and drafting up a relevant propos- al to the Board of Directors for their approval. 8. Monitoring of the process and the performance of the mandatory audit on the separate and consolidated fi- nancial statements and informing of the Board of Directors about the issues related to the mandatory audit. 9. Ensuring the independence, integri- ty, impartiality and objectivity of the Chartered Auditors-Accountants. 10. Examination of all the services pro- vided by the Auditing Company, evaluation of their performance and confirmation that no non-permissible services have been provided, except Annual Financial Report as of 31.12.2023 Page 101 of 292 Amounts in thousand Euro, unless stated otherwise those required in the context of ac- counting and tax audits. 11. Implementation of an RFI process for the selection of a new audit Company, as requested by the article 42 of Law 4449/2017 due to the mandatory ro- tation of the current External Auditors in 2024 and drafting a proposal to the Board of Directors for the selection of these. 12. Approval of the content of the infor- mation provided to the Company’s shareholders during the Annual Reg- ular General Meeting regarding the activities of the year 2022. 6) Remuneration and Nominations Committee of Board of Directors Members, Committees and Senior Management The Board of Directors of the Company for the purpose of substantial, effective and appropriate compliance and harmoniza- tion of the Company with the regulations of articles 11 and 12 of Law 4706/2020 (Government Gazette A136/17.07.20201) and with the parallel adoption of the cor- porate governance best practices, during its meeting of 22.03.2021 decided the abo- lition of the existing Committee for Bene- fits and Promotion of Nominations (CBPN) and its replacement by the Remuneration and Nominations Committee. The Committee consists of three (3) Non-Executive Board of Directors Mem- bers, while the majority of its members are Independent, in order to ensure the objectivity, independence and integrity of their judgment. The Board of Directors is responsible for the appointment and re- placement of all members of the Commit- tee. The Committee elects its Chairman, who is an Independent Non-Executive Member and is supported by the Secretary of the Committee. The term of office of the members of the Committee is directly re- lated to that of the Board of Directors. In addition, the Committee submits an an- nual progress report regarding the actions took place to the Board of Directors. The Committee consists of the following Non-Executive Members of the Board, namely: Theodoros Kitsos Independent Non- Executive Member of the BoD, Chairman of the Committee Nikitas Glykas Independent Non- Executive Member of the BoD, Member of the Committee Vasileios Zairopoulos Non-Executive Member of the BoD, Member of the Committee The term of the above Committee expires on February 11th, 2026. The purpose of this Committee includes at a minimum the development and forma- tion of all types of remuneration of execu- tives falling within the scope of application of the Remuneration Policy provided by Article 110 of Law 4548/2018, the identi- fication and retain of the necessary exec- utives within the headcount of the Com- pany, who will support the Company’s long-term success, manage the process of nominating and succession planning for the Board of Directors, Committees, and senior management, in line with business objectives, competitive practices, and all applicable rules and regulations of the Company and current legislation. They will also formulate and submit relevant proposals and recommendations on these Page 102 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise matters to the Board of Directors. The operation of this Committee ensures that both the remuneration of the Execu- tive and Non-Executive members of the Board of Directors and the members of its Committees as well as the nominations for Board of Directors members will be in line with the corporate objectives and market practices and, in any case, will be in full compliance with the current legal and reg- ulatory framework. In terms of setting remuneration policy, the Committee’s responsibilities includes the following: • The Committee examines, pre-ap- proves and makes recommendations to the Board of Directors annually re- garding labor issues included in the employment contracts of Executive Board of Directors members and the compliance with the internal Rule of Procedure. • The Committee is responsible to de- termine the remuneration scheme of the Board of Directors, it’s Commit- tee members and Top Management Executives and makes recommenda- tions on the subject to the Board of Directors which decides or makes a suggestion to the General Meeting, as required. • The Committee reviews, pre-approves and proposes annually (or whenever deemed necessary) to the Board of Directors, the base salary, the variable remuneration and benefits provid- ed (where available) for the Board of Directors Executive and Non-Execu- tive members, the Board of Directors Committees members, and the Top Management Executives of the Com- pany, including the Head of Internal Audit and the Head of Risk & Compli- ance, taking into consideration the macroeconomic conditions and the remuneration level of respective com- panies. • Specifically for the Executive members of the Board of Directors and based on the approved (from the Board of Di- rectors) Strategic Plan, the Committee ensures the existence of approved an- nual significant objectives (maximum of 3) and ensures their proper reflec- tion. After the end of the relevant pe- riod, it examines, pre-approves, and recommends to the Board of Directors the amount of variable remuneration, based on the achievement of corpo- rate goals. • The Committee reviews, when re- quired, the Remuneration Policy, in- cluding the submission of proposals for improvement or differentiation, and examines the data included in the final draft of the annual remuneration report, providing its opinion to the Board of Directors, before submitting the report to the General Meeting, in accordance with the law. • The Committee undertakes and co- operates with the other committees of the Board of Directors, in order to review the non-salary contractual ob- ligations for Executive and Non-Ex- ecutive Board of Directors members/ Committee members. • If the Committee becomes aware of a review of the financial statements of previous years or finds incorrect, inaccurate or incomplete information that has an impact on the variable re- muneration, it is obliged to inform the Management in order to require the readjustment and/or return of all or part of the variable remuneration that has been granted. Annual Financial Report as of 31.12.2023 Page 103 of 292 Amounts in thousand Euro, unless stated otherwise • The Committee conducts or authoriz- es third parties to conduct research or studies on matters falling within its remit. In the responsibilities of the Committee regarding the promotion of the nominees for the Board of Directors and Committees members, includes the following: • The Committee defines and proposes to the Board of Directors the criteria for the election of members of the Board of Directors and its Committees, in accordance with the requirements of the law and the respective strategy / Suitability Policy of the Company. • The Committee is responsible for the preparation of the Nomination process for members of the Board of Directors / Committees, based on predefined criteria and in accordance with the eligibility and corporate governance policies. • The Commission evaluates candidates of the Board of Directors and Board of Directors Committees through inter- views and references. • The Committee proposes the selected candidates for approval to the Board of Directors and General Meeting as required. • The Committee determines the eval- uation criteria of Board of Directors and its Committees on matters such as size, composition, existing balance of qualifications, gender, knowledge, experience, skills, and overall effec- tiveness of the Board of Directors. The Committee is also responsible for the annual performance evaluation of the members of the Board of Directors/ Committees according to the crite- ria of the Suitability Policy. Based on evaluation results, the Committee pre- pares and recommends to the Board of Directors the annual Board Adequa- cy Report which is submitted to the General Meeting. • The Committee determine the param- eters of the succession planning of the Board of Directors and its Committees and supervise it. • The Committee determines the eval- uation criteria, supervises the annual individual evaluations of the Executive Board of Directors members, and sug- gests to the Board of Directors propos- als for their personal and professional development, to ensure that the Com- pany remains competent and compet- itive in the long term. • The committee advises the Chief Ex- ecutive Officer in the process of nomi- nating candidates for senior executive positions of the Company, as well as in creating their succession plan. The fi- nal decision to fill the above positions belongs exclusively to the Chief Exec- utive Officer. • The Committee conducts or autho- rizes third parties to conduct investi- gations or studies on matters falling within its area of responsibility. The Committee for Remuneration and Nominations for Board of Directors Mem- bers , Committees and Senior Manage- ment convened nine (9) times during the year 2023 (01-01.2023-31.12.2023) in the presence of all its members. The topics that were mainly discussed were: • The evaluation of the management’s proposal for the 2023 remuneration of the Top Executives and the approval for 2022 bonus, • The approval of the allocation of the 2023 Bonus through Profit Distribu- tion, Page 104 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise • The term of Board of Directors Mem- bers and Committees, • The confirmation regarding the non-issuance of a final court decision for loss-making transactions (article 3, paragraph 4) of Law 4706/2020 for all the members of the Board of Di- rectors and compliance with the Inde- pendence criteria of the Independent non-Executive members of the Board of Directors, • The examination of the individual suitability criteria and independence criteria of the new member of the Audit Committee, Ms. Sophia Mane- si, and fulfillment of suitability and independence criteria requirements of the existing members of the Audit Committee (AC) elected by the Gener- al Meeting of Shareholders on May 24, 2023, • The confirmation regarding the non-existence of cases of conflict of interests of the members of the Board of Directors, • The determination of specific per- formance criteria for the short-term incentive program for the year 2023 for the Executive Board of Directors Members & Executive Management involved, • The verification of the participation of Board of Directors Members in Boards/ Committees outside the Group, • The definition of a succession plan for the members of the Board of Directors and Committees, • The drafting of the Succession Policy, • The drafting the Competency Report for the Board of Directors, • The revision of the Remuneration and the Suitability Policy of the members of the Board of Directors and Commit- tees, • The preparation of the Remuneration Report, • The finalization of the evaluation of the Board of Directors Members and Committees suitability, the remunera- tion review of the of the Board of Di- rectors Members and Committees, a task performed after its issuance by a reputable consulting firm, • The examination of the fulfillment of the individual suitability and inde- pendence criteria in the person of the candidate for the new member of the Audit Committee, Mr. Sophia Manesi, • The annual review of the Committee’s Operating Regulations, • The update and receipt of feedback regarding the skills model and • The insurance of the existence of in- duction programs for new members of the Board of Directors. 7) Other Committees Furthermore, the Board of Directors of the Company at its meeting of March 22, 2021, in order to optimally organize and operate the most efficient framework of corporate governance, decided the establishment of new Committees as follows: • Strategy and Investment Committee, • Environmental, Social and Corporate Governance [ESG] Committee and • Human Resources Committee. Following its decision of 22.3.2021, the Company’s Board of Directors new meet- ing that took place on 24.03.2022 decided: Annual Financial Report as of 31.12.2023 Page 105 of 292 Amounts in thousand Euro, unless stated otherwise • The modification in the responsibili- ties of the Environmental, Social and Corporate Governance (ESG) Commit- tee, as the responsibilities related to regulatory compliance were assigned to the Audit Committee and conse- quently it was decided to rename the Committee to Sustainability Commit- tee. • To change the organizational posi- tion of the Human Resources Com- mittee and put it to report directly to the Group CEO, in order to ensure the most effective support and its contri- bution to its daily work. As a result of the above decisions and changes, the other Committees of the Company’s Board of Directors have been formed as follows: Strategy and Investment Committee The purpose of this specific Committee primarily consists of providing assistance to the Board of Directors with regard to the development of the operational strate- gy, the formulation of the investment plan of the Company and of the Group in gen- eral, as well as supervising and providing guidance to the Board of Directors during the implementation of the business strate- gy that has been formulated, as well as the provision of support in the formulation of revised / updated plans and in the moni- toring and control of the implementation and performance of the strategic invest- ments of the Company and the Group. The framework of responsibilities of the Committee includes: • Develops and proposes to the Board of Directors the long-term strategy of the Group and suggests the necessary adjustments in the short and medium term. • Studies and pre-approves the strate- gic plans of the companies, ensures that they are in line with the Group’s strategy and makes recommendations to the Board of Directors. • Reviews and suggests to the Board of Directors for the investment plans and the individual investments of the com- panies. • Reviews possible acquisitions, merg- ers, divestments and Joint Ventures and makes proposals to the Board of Directors respectively. • Monitors the progress and results of all actions related to the implementa- tion of the strategy and the progress of investment plans and informs the Board of Directors accordingly. • Monitors closely international trends, best practices, and market data, in or- der to adapt the strategy of the Group and the Companies and informs the respectively the Board of Directors. • Recognizes timely risks and opportu- nities and prepares proposals to the Board of Directors for the necessary actions, including the framework that ensures their funding. • Discusses the communication of the Management to third parties and the investor community, in terms of the strategy and the investment plan of the Group. The Strategy and Investment Committee consists of three (3) members of the Board of Directors, as follows: Page 106 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Konstantinos Chalioris Executive Member of the BoD, Chairman of the Committee Dimitrios Malamos Executive Member of the BoD, Member of the Committee Vasileios Zairopoulos Non-Executive Member of the BoD, Member of the Committee The Committee convened 21 times during the fiscal year 2023 in the presence of all its members. The topics that were mainly discussed con- cern the strategies of the subsidiaries, the budgets of subsidiaries and the Group and the study of new investments. Sustainability Committee Purpose The purpose of this Committee is to re- view, pre-approve and recommend to the Board of Directors environmental and so- cial sustainability issues through strategy development, issue management and per- formance monitoring. The framework of responsibilities of the Committee includes: • Examines that Sustainable Develop- ment policies, strategies and objec- tives are fully aligned with both the Company’s vision and values, as well as laws and the general regulatory framework, to ensure full compliance, thus ensuring long-term sustainable performance. • Monitors closely the development and implementation of the Sustainable Development goals that have been set, based on the materiality analysis, which includes the important, rele- vant and critical areas that the Compa- ny highlights as priorities and propos- es improvements to the Management and then to the Board of Directors, where necessary. • Monitors the progress and results of all Sustainable Development issues with the aim of regularly informing the Board of Directors. • Closely monitors international trends and best practices in order to regularly update the Board. • Recognizes timely risks and opportu- nities and prepares proposals to the Board of Directors for the necessary actions, including the framework that ensures the financing of the Company. • Studies and pre-approves the annual statements and Sustainability reports, including Non-Financial Reporting as well as other disclosures, submitting relevant proposals to the Board of Di- rectors. • Acts on behalf of the Board of Directors and cooperates with the Management of the Company ensuring the prestige and reputation of the Company in re- lation to all issues of Sustainable De- velopment and its Public Image. Operational Framework Environment: The impact of the Compa- ny’s footprint to land, air, water, climate through the use of raw materials, end products design, technology, manufactur- ing units, transport etc. Society: the impacts of the Company’s policies and strategy in relation to: (1) Life- long learning and development of em- ployees, (2) Improvement of employee well-being including health and safety, Annual Financial Report as of 31.12.2023 Page 107 of 292 Amounts in thousand Euro, unless stated otherwise (3) Ensuring employee living standards, (4) Corporate culture, philosophy, and re- lated commitments regarding diversity, inclusion criteria, (5) Child/forced labor, (6) the respect for human rights, (7) Support for local communities, (8) Workplace envi- ronmental conditions, (9) Product safety during production and use, etc. The Sustainability Committee consists of four (4) members of the Board of Directors, as follows: Theodoros Kitsos Independent Non- Executive Member of the BoD, Chairman of the Committee Konstantinos Chalioris Executive Member of the BoD, Member of the Committee Dimitrios Malamos Executive Member of the BoD, Member of the Committee Spyridoula Maltezou Independent Non- Executive Member of the BoD, Member of the Committee The Committee convened 4 times during the fiscal year 2023 in the presence of the majority of its members. The topics that were mainly discussed con- cern: • Discussion and information about the external environment in matters of sustainable development. • Update on the project to support sus- tainable development issues. • Discussion and comments on the draft Non-Financial Information Report. • Update on the European Taxonomy. • Discussion on defining indicators. • Update on materiality analysis. • Discussion and comments on the draft Supplier Assessment Process. • Discussion and comments on the draft Sustainability Report. • Discussion on Directive (EU) 2022/2464 Corporate Sustainability Reporting Di- rective. • Discussion and comments on the draft questionnaire for CDP assessment. • Discussion and comments on the draft Environmental Policy. It is pointed out that all the above Commit- tees of the Board of Directors have drafted - composed their Rulebooks. 8) Evaluation of Board of Directors and Committees The Company implements an Evaluation Policy of the Board of Directors and Com- mittees. The scope of the Policy includes the executive, non-executive, indepen- dent non-executive members of the Board of Directors of the Company, as well as the non-members of the Board of Direc- tors (third parties) who are members of its Committees. The criteria of suitability and reliability of the Board of Directors members are defined in law 4706/2020, the decisions issued under its authority, as well as the Suitability Policy of the Company, which has been approved and implemented by the Company. The Company Suitability Policy is posted on the Company’s website www.thracegroup.gr. Procedure for Periodic Evaluation of Board of Directors Members Individuals falling within the scope of the Suitability Policy are continuously evaluat- ed based on their ability to effectively, con- sistently, and efficiently fulfill their duties Page 108 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise and ensure the interests of the Company and other stakeholders, in order to achieve prudent and sound management of the Company by fit and proper individuals. The members of the Board of Directors and its Committees are evaluated: • On a collective basis, which takes into account the overall operation of the Board of Directors and its Committees and • On an individual basis regarding the assessment of each member contribu- tion to the successful operation of the Board of Directors. The periodic evaluation of the Board of Directors members and its Committees is held on an annual basis within the first quarter of each year, unless otherwise de- cided by the Remuneration & Nomination Committee and concerns the period of 12 months of the previous year. Self-evaluation of the overall performance of the Board of Directors and its Committees The self-evaluation of the overall perfor- mance of the Board of Directors and its Committees is carried out taking into ac- count the purposes, responsibilities, their operation based on the Articles of Associ- ation, the Regulations and the legislative and regulatory framework. Also, during the overall evaluation, the composition, the di- versity, and the effective cooperation of the members of the Board of Directors for the fulfillment of their duties are taken into account. It is conducted on the basis of questionnaires which are approved by the Remuneration & Nomination Committee and are completed by the members of the Board of Directors and the Committees. Members should answer all the questions on the questionnaires. The Remuneration & Nomination Com- mittee decides on the initiation of the self-evaluation process and decides whether it is deemed appropriate for the annual evaluation to be carried out inter- nally or with the assistance of an indepen- dent external consultant. Individual Evaluation of Board of Directors Members and its Committees The individual evaluation of the members of the Board of Directors concerns the performance of each member on an in- dividual basis and the assessment of his/ her contribution to the effective operation and overall performance of the Board of Directors. Each member of the Board of Direc- tors is evaluated by the Chairman or the Vice-Chairman and all the other members of the Board of Directors, regarding the fulfillment of the role and the more specif- ic tasks assigned to him/her, as defined in the Rulebook of the Board of Directors and its Committees, in the Internal Regulations of the Company, in the Corporate Gover- nance Code as well as in law 4706/2020. During the individual evaluation, the sta- tus of the member is taken into account (executive, non-executive, independent non-executive), the participation in special Committees, the assumption of special re- sponsibilities / projects, the time dedicat- ed during the fulfillment of his / her duties, the behavior as well as the utilization of theoretical knowledge and professional experience possessed. The evaluation is carried out on the basis of questionnaires that are completed for each member, while in addition, in the context of the individual evaluation, the Chairman or Vice-Chairman may meet Annual Financial Report as of 31.12.2023 Page 109 of 292 Amounts in thousand Euro, unless stated otherwise individually with the members, if this is deemed appropriate or necessary. In case a low score is identified or there are suggestions for improvement for specific members, the Chairman and/or the Vice Chairman of the Board of Directors are in- formed so as to consider the possibility of an individual meeting of the Chairman and / or the Vice-Chairman with the member of the Board of Directors for their update, the discussion of the individual points that have been recorded and the definition of the actions that are deemed appropri- ate to follow. Regarding the evaluation of the Chairman, a corresponding update is made, if necessary, to the Chairman of the Remuneration & Nomination Committee. During the relevant briefing of the Chair- man of the Board of Directors, the ano- nymity of the members who made the evaluation is ensured and in no case are their details disclosed to the Chairman of the Board or to the Remuneration & Nomi- nation Committee. Based on the evaluation of the Board of Directors members and its Committees, as described above, with reference period the closing fiscal year 2023 (01.01.2023- 31.12.2023), no significant weaknesses were identified. Therefore, the Board of Directors decided not to prescribe any cor- rective actions. VII. General Meeting and Shareholders’ Rights 1. Authorities of General Meeting • The General Meeting of the Compa- ny’s shareholders is the highest corpo- rate body and is entitled to decide on any issue that concerns the Company, while its decisions also bind share- holders that are not present or who disagree. • Issues regarding invitation, convening and conducting General Meetings of shareholders, that are not particularly defined by the Company’s current Ar- ticles of Association are governed by the relevant provisions of articles 116- 140 of Law 4548/2018, as currently in effect. 2. Convening the General Meeting The General Meeting convenes at the Company’s registered offices or in a dis- trict of another municipality within the prefecture of its domicile or another mu- nicipality near the domicile. The General Meeting may also convene in the district of the municipality, where the domicile of the relevant organized market is located. Remote participation in the voting at the General Meeting of shareholders is al- lowed, using audiovisual/electronic or oth- er means, by postal vote, with the share- holder’s prior dispatch of the agenda items of the General Meeting and relevant ballot papers or postal voting forms at least five (5) days prior to the General Meeting. The agenda items, ballot papers, and postal voting forms may also be made available, and their completion may also be done electronically via the internet. Sharehold- ers voting in this manner are counted to- wards the quorum and majority, provided that the relevant ballot papers and postal voting forms have been received by the Company at least one (1) full day before the day of the General Meeting. In this case, the Company shall take ade- quate measures to: (a) be able to ensure the identity of the participant, the participation of per- sons who are entitled to participate in or attend the General Meeting and the Page 110 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise security of the electronic connection, (b) enable the participant to monitor the proceedings of the Meeting by elec- tronic or audiovisual means and to ad- dress the Meeting, verbally or in writ- ing during the meeting, and to vote on the items on the agenda and (c) ensure the ability to record accurately the participant’s remote voting. The members of the Board of Directors, the Chairman of Audit Committee, as well as the Chartered Auditors-Accountants of the Company are entitled to attend the Gener- al Meeting. The head of the Internal Audit Unit must attend the General Meetings of shareholders. The Chairman of the General Meeting may, under his/her responsibility, allow the presence of other persons who do not have shareholder status or are not shareholders’ representatives, to the ex- tent this is not contrary to the Company’s interest. These persons are not considered to be members of the General Meeting for the sole reason that they have spoken on behalf of a present shareholder or upon the invitation of the Chairman. 3. Representation of shareholders at the General Meeting Shareholders that have the right to par- ticipate in the General Meeting may be represented in such by legally authorized proxies. 4. Chairman of the General Meeting The Chairman of the Board of Directors temporarily presides over the General Meeting. In case the Chairman is unable to attend, the Deputy Chairman, as spec- ified in Article 9 of the Articles of Associ- ation, or if both are unable to attend, the oldest attending director assumes the role. The duties of the Secretary are temporar- ily performed by those appointed by the Chairman. Following the reading of the final list of shareholders that have voting rights, the Meeting proceeds with electing a Chair- man and a Secretary who also serves as a vote teller. 5. Minutes Copies or extracts from the minutes of the General Meeting shall be ratified by the Chairman or by his / her legal substitute or by his / her replacement or by any person appointed by the Board of Directors. 6. Shareholders’ Rights before the General Meeting • From the day of publication of the in- vitation to convene the General Meet- ing until the day of the meeting itself, the Company posts on its website the following information: (a) the invitation to convene the General Meeting, (b) the total number of shares and voting rights that the shares incorporate at the date of the invitation, indicating also separate totals per share class, (c) the forms to be used for voting by a representative or delegate, and, where provided for, by ballot paper or mail vote and by electronic means, and (d) the documents to be submitted to the General Meeting, (e) a draft decision on each item of the proposed agenda and the draft reso- lutions proposed by the shareholders pursuant to paragraph 3 of article 141 of Law 4548/2018. Annual Financial Report as of 31.12.2023 Page 111 of 292 Amounts in thousand Euro, unless stated otherwise • The Company publishes the results of voting on its website, under the re- sponsibility of the Board of Directors, within five (5) days at the latest from the date of the General Meeting, spec- ifying for each decision at least the number of shares for which valid votes were cast, the proportion of capital represented by these votes, the total number of valid votes, as well as the number of votes in favor and against each decision and the number of ab- stentions. 7. Right of Participation and Voting Each share is entitled to one (1) vote. Any individual appearing as a shareholder in the records of the Dematerialized Securi- ties System (DSS) managed by the Hellenic Central Securities Depository (ATHEXCSD) or identified as such based on the relevant date through registered intermediaries or other intermediaries complying with the provisions of the law (Law 4548/2018, Law 4569/2018, Law 4706/2020, and Reg- ulation (EU) 2018/1212), as well as the Op- erating Regulation of the Hellenic Cen- tral Securities Depository (Gov. Gaz. Β΄ 1007/16.03.2021), is entitled to participate in the General Meeting. The status of the shareholder must ex- ist at the beginning of the fifth (5 th ) day before the initial session of the General Meeting. Proof of shareholder status can be provided by any legal means, and, in any case, based on information received by the Company from the CSD, under the condition it provides registry services or through the participants and registered in- termediaries in the CSD in any other case. For the Repeated General Meeting the sta- tus of shareholder must exist at the begin- ning of the fifth (5 th ) day prior to the day of the General Meeting in accordance with the provisions of article 124 par. 6 of law 4548/2018, as in force today, provided that the adjourned or repeated meeting is not more than thirty (30) days from the record date. If this is not the case or if a new invita- tion is published in the case of the repeat- ed General Meeting, the General Meeting is attended by the person who has the shareholder status at the beginning of the third (3 rd ) day before the postponed or the repeated General Meeting. Only those that have the shareholder ca- pacity during the respective record date is considered by the Company to have the right of participation and voting at the General Meeting (initial and / or any re- peated meeting). It is noted that the exercise of the above rights (participation and voting) does not require the blockage of the beneficiary’s shares or any other relevant process, which limits the ability to sell or transfer shares during the time period between the record date and the date of the General Meeting. 8. Minority Rights of Shareholders Pursuant to article 141 of Law 4548/2018, the shareholders have, inter alia, the fol- lowing rights: (a) At the request of shareholders, rep- resenting one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to convene an Ex- traordinary General Meeting of Share- holders, appointing a meeting date, which shall not be more than forty five (45) days from the date of submission of the application to the Chairman of the Board of Directors. The application contains the subject of the agenda. If no General Meeting is convened by Page 112 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise the Board of Directors within twenty (20) days from service of the relevant application, the convocation shall be carried out by the applicant share- holders at the expense of the Compa- ny, by a court order issued during the injunctive measures procedure. This decision defines the place and time of the meeting as well as the agenda. The decision is not challenged by legal means. (b) With the request of shareholders that represent one twentieth (1/20) of the paid-up share capital, the Board of Di- rectors of the Company is obliged to list additional issues on the General Meeting’s agenda, if the relevant re- quest is received by the Board at least fifteen (15) days prior to the General Meeting. The request for the listing of additional issues on the daily agenda is accompanied by a justification or by a draft resolution for approval by the General Meeting and the revised agenda is published in the same man- ner as the previous agenda, at least thirteen (13) days prior to the General Meeting date and at the same time is disclosed to shareholders on the Company’s website together with the justification or draft resolution sub- mitted by the shareholders according to those stipulated by article 123, para- graph 4 of Law 4548/2018. If these is- sues are not published, the requesting shareholders are entitled to request the postponement of the General Meeting and to make the publication themselves. (c) Shareholders representing one twen- tieth (1/20) of the paid-up share capi- tal shall have the right to submit draft decisions on issues included in the original or any revised agenda. The relevant application must reach the Board of Directors seven (7) days pri- or to the date of the General Meeting and the draft decisions are made avail- able to the shareholders according to the provisions of article 123 par. 3 of law 4548/2018 six (6) at least days prior to the date of the General Meeting. The Board of Directors is not obliged to enroll issues on the agenda or to publish or disclose them together with justifica- tions and draft decisions submitted by the shareholders according to the above para- graphs b and c respectively, if their content comes obviously contrary to law or ethics. (d) At the request of a shareholder or shareholders representing one twen- tieth (1/20) of the paid-up share cap- ital, the Chairman of the Meeting is obliged to postpone the decision of the General Meeting, either ordinary or extraordinary, for all or certain items, setting a day for the continua- tion of the meeting to conclude with these matters, the one specified in the shareholders’ application, but this cannot be more than twenty (20) days from the date of the postponement. The postponement of the General Meeting is a continuation of the previ- ous one and no repetition of the publi- cation formalities of the shareholders’ invitation is required. New sharehold- ers cannot participate in it, subject to the relevant participation formalities. (e) Following a request of any sharehold- er that is submitted to the Company at least five (5) full days prior to the Gen- eral Meeting, the Board of Directors is obliged to provide to the General Meeting the specifically required in- formation on the Company’s affairs, to the extent that such are useful for the real assessment of the agenda issues. Annual Financial Report as of 31.12.2023 Page 113 of 292 Amounts in thousand Euro, unless stated otherwise No obligation to provide information exists when the relevant information is already available on the Company’s website, especially in the form of ques- tions and answers. Also, at the request of shareholders representing one twentieth (1/20) of the paid-up capi- tal, the Board of Directors is obliged to announce to the General Meeting, if ordinary, the sums paid over the last two years to each member of the Board of Directors or the directors of the Company, as well as any bene- fit to such persons from any cause or contract between the Company and the members. In all the above cases, the Board of Directors may refuse to provide the information for substan- tive reason, which is recorded in the minutes. Such a reason may be, under the circumstances, the representation of the requesting shareholders in the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018. In the cases of this paragraph, the Board of Directors may respond in unison to shareholder requests with the same content. (f) Following a request by shareholders that represent one tenth (1/10) of the paid-up share capital, which is sub- mitted to the Company at least five (5) full days prior to the General Meet- ing, the Board of Directors is obliged to provide to the General Meeting information on the development of corporate affairs and the financial po- sition of the Company. The Board of Directors may decline the provision of such information for reasonable cause, which is stated in the minutes. Such a reason may be, according to the circumstances, the representation of the requesting shareholders in the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018 or if the relevant members of the Board of Directors have received the relevant information in a sufficient manner. (g) At the request of shareholders rep- resenting one twentieth (1/20) of the paid-up share capital, the voting on a subject or issues on the agenda shall be made by open vote. In all the cases of Article 141 of Law 4548/2018, the requesting share- holders are required to prove their shareholder status and, except in the cases of the first subparagraph of paragraph 6 and paragraph 10, the number of shares they hold in exercising their rights. Demonstra- tion of shareholder status can be done by any legal means, based on information received by the Compa- ny from the CSD, under the condi- tion it provides registry services or through the participants and regis- tered intermediaries in the CSD in any other case. (h) Shareholders of the Company, repre- senting at least one twentieth (1/20) of the paid-up share capital, are enti- tled to request extraordinary audit of the Company by court which has juris- diction in the procedure of voluntary jurisdiction. Control shall be ordered if acts that violate provisions of the Company’s law or the Articles of As- sociation or decisions of the General Meeting are suspected. (i) Shareholders of the Company repre- senting one fifth (1/5) of the paid-up share capital are entitled to request the court to audit the Company, since from the course of the Company and on the basis of certain indications it Page 114 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise is believed that the management of corporate affairs is not exercised as required by sound and prudent man- agement. The court may consider that the representation of the requesting shareholders in the Board of Directors in accordance with Articles 79 or 80 does not justify the shareholders’ re- quest. (j) Shareholders representing one twen- tieth (1/20) of the paid-up share capi- tal have the right to submit a written application to the Board of Directors with the object of exercising the Com- pany’s claim pursuant to article 103 of Law 4548/2018. (k) Shareholder holding shares repre- senting 2 percent (2/100) of the share capital may request the annulment of a decision of the General Meeting that took place in a manner not consistent with the law or the Articles of Associa- tion, if he/she did not attend the Gen- eral Meeting or opposed the decision. (l) At the request of a shareholder or shareholders representing at least one third (1/3) of the paid-up capital, the Company may be dissolved by a court order if there is an important reason for doing so, which in a clear and per- manent manner proves that its contin- uance is impossible. 9. Process for exercising voting rights through a proxy The shareholder participates in the Ex- traordinary General Meeting and votes either in person or through a proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participate in the General Meeting by appointing up to three (3) persons as representatives. However, if a shareholder owns Company shares, which appear in more than one security accounts, this limitation does not obstruct the said shareholder from appointing dif- ferent proxies for the shares that appear in each security account in relation to the General Meeting. A proxy that acts on behalf of more than one shareholder can vote separately for each shareholder. Specifically for shareholder participation by proxy at the Annual Ordinary Gen- eral Meeting or any Repeated Meeting, remotely in real-time by teleconference, the shareholder or the Participant of the Securities Account in the DSS or another intermediary acting as custodian of the shareholder and holding his/her shares may appoint up to one (1) proxy. A shareholder proxy must disclose to the Company, prior to the beginning of the Ex- traordinary General Meeting, any specific event that may be useful to shareholders in assessing the risk of the proxy serving other interests than those of the represent- ed shareholder. There might be conflict of interests specifically when the proxy: (a) is a shareholder that exercises control on the Company or is another legal en- tity controlled by the shareholder, (b) is a member of the Board of Directors or generally the management of the Company or of a shareholder that ex- ercising control on the Company, or another legal entity that is controlled by a shareholder who exercising con- trol of the Company, (c) is an employee or Chartered Audi- tor-Accountant of the Company or shareholder that exercising control of the Company, or another legal entity controlled by the shareholder who ex- ercising control of the Company, (d) is a spouse or first degree relative with Annual Financial Report as of 31.12.2023 Page 115 of 292 Amounts in thousand Euro, unless stated otherwise one of the persons mentioned above in cases (a) through (c). The appointment and revocation or re- placement of the representative or proxy is applied in written or electronically and submitted to the Company in the same form, at least forty eight (48) hours prior to the defined date of the General Meeting. The Company makes available the form it uses to appoint proxies on its website. This form is submitted completed and signed by the shareholder to the Compa- ny’s Investor Relations Department or is sent by fax to the latter at least forty eight (48) hours prior to the date of the General Meeting. The beneficiary shareholder is requested to confirm the successful dispatch and re- ceipt of the proxy form by the Company by contacting the Company during working days and hours. 10. Procedure for remotely participating in the vote by Mail vote. In addition, shareholders have the option to participate remotely, in person or by proxy, at the vote on the item of the Annu- al Ordinary General Meeting that will take place before the General Meeting, under the terms of article 126 of law 4548/2018 and under what it is mentioned below. Specifically, shareholders that wish to par- ticipate and vote remotely on the item of the Annual General Meeting that will take place before the General Meeting, can complete, and submit the “Mail vote form” which has been uploaded at the site of the Company, signed with a dully verified sig- nature form or be sent digitally signed by using a recognized digital signature (quali- fied certificate) by the proxy or sharehold- er through email. 11. Other Shareholders’ Rights & Method of Exercise The Company has issued common regis- tered shares listed on the Athens Exchange and registered in immaterial form in the records of the Dematerialized Securities System. There are no special rights in favor of specific shareholders. The acquisition of Company shares implies the full and without any reservation accep- tance of its Articles of Association and of the legal decisions made by its relevant bodies. Each share provides rights corresponding to the respective percentage of share cap- ital such represents. The responsibility of shareholders is limited respectively to the nominal value of shares owned. In case of co-ownership of a share, the rights of the co-beneficiaries are exercised only by a joint representative of such. The co-bene- ficiaries are responsible with solidarity and entirely for fulfilling the obligations that emanate from the common share. Each Company share incorporates all the rights and obligations defined by Law 4548/2018, as its Articles of Association ap- ply, and specifically: • The right to participate and vote in the General Meeting. • The right to receive dividend from the Company’s earnings. • The right on the product of liquida- tion, or respectively the capital depre- ciation that corresponds to the share, given that such is decided by the Gen- eral Meeting. The General Meeting of the Company’s shareholders main- tains all its rights during liquidation. • The pre-emptive right in any increase of the Company’s share capital that Page 116 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise takes place by cash and through the issue of new shares, as well as the pre-emptive right in any issue of con- vertible bonds, given that the General Meeting that approves the increase does not decide differently. • The right to receive a copy of the an- nual financial statements and reports by the Chartered Auditors-Accoun- tants and Board of Directors of the Company. • The rights of minority shareholders described below. VIII. Report of the Audit Committee 1. SUMMARY FOR THE MANAGEMENT In my capacity as Chairman of the Audit Committee of the Company, I hereby pres- ent the summary Report of the Commit- tee for the financial year 2023 (01.01.2023 - 31.12.2023), in order to demonstrate the relevant actions and Committee’s essen- tial contribution toward the Company’s compliance with the provisions of cur- rent legislative and regulatory framework in an environment characterized by in- tense and multilevel challenges as well as uncertainties. The Audit Committee constitutes an In- dependent Committee and is consisted of one (1) Independent Non-executive Member of the Board of Directors of the Company and two (2) non-members - third parties. The current Audit Committee was elect- ed by the Extraordinary General Meeting of Shareholders on February 11th, 2021, as the Committee was reconstituted into a body following the resignation of the member Mr. Konstantinos Gianniris and his replacement by the new member Ms. Sophia Manesi. Following the replace- ment of Mr. Konstantinos Gianniris by the Annual Ordinary General Meeting of the Company’s Shareholders on May 24 th , 2023 and the appointment of Ms. Sophia Ma- nesi as new member for the remainder of the term, the Audit Committee during its meeting on May 25 th , 2023 was constituted in a body as follows: Georgios Samothrakis Independent Non- Executive Member of the Board – Chairman Konstantinos Kotsilinis Third party – non Board Member – Member Sofia Manesi Third party – non Board Member – Member The members of the Audit Committee have in their entirety sufficient knowledge of the sector which the Company activates in, while the total members of the Audit Committee are independent of the Com- pany, as the following apply: (a) They do not hold shares representing an equity stake greater than 0.5% of the Company’s share capital; and (b) They do not have any dependency re- lationship with the Company itself or persons related to the Company. The dependency relationship is specified in particular in the provisions of article 9 par. 1 and 2 of Law 4706/2020. Furthermore, the criterion of sufficient knowledge and experience in the fields of auditing or accounting is demonstrably fulfilled both in the person of Mr. Geor- gios Samothrakis and in the person of Mr. Konstantinos Kotsilinis, both of whom are former Chartered Auditors - Accountants with a very broad background in terms of scientific knowledge and with rich professional experience as well as prior Annual Financial Report as of 31.12.2023 Page 117 of 292 Amounts in thousand Euro, unless stated otherwise professional service. The above decisively and substantially contribute to the greater efficiency of the Audit Committee and as- sist in the implementation of its duties in the most appropriate manner with the aim of strengthening the dynamics as well as the value of the Company. Finally Ms. So- phia Manesi, possessing many years of ex- perience in Internal Auditing, can make a substantial contribution to the Audit Com- mittee so that the latter can carry out its work in the most effective manner and be able to provide substantial solutions and guidance facilitating at the same time the economic growth of the Company, while fulfilling all of its legal obligations. The term of office of the Audit Committee as five years, beginning on February 11, 2021 and ending on February 11, 2026. Furthermore, with regard to the Com- mittee’s actions during the previous year there is respective analysis in the following paragraphs: 2. MEETINGS  FREQUENCY OF AT TENDANCE OF EACH MEMBER PER YEAR IN THE MEETINGS The Committee convenes at least four (4) times a year. The Chairman of the Com- mittee decides on the frequency and schedule of meetings. Chartered Audi- tors- Accountants are entitled to request a meeting with the Committee if they deem it necessary. During the year 2023, the Audit Commit- tee convened sixteen (16) times with all its members present at all meetings and with the internal auditors, the independent Chartered Auditors - Accountants and the Head of the Regulatory Compliance and Risk Management Unit informing the Committee on matters related to their du- ties. In the majority of meetings, and fol- lowing a relevant invitation made by the Committee, key executives in charge of the administration and management of the various corporate affairs and activities were also present. The relevant minutes were kept for all meetings of the Committee that took place in year 2023, while during these meetings the Committee mainly examined the fol- lowing issues according to the analysis presented in the next paragraphs: 3. EXTERNAL AUDIT / FINANCIAL INFORMATION PROCEDURE The Audit Committee was mainly con- cerned with the following: • The preparation process of financial information and the assessment of the financial statements of the Company in terms of their accuracy, complete- ness and consistency. In particular, it was found that the financial state- ments were in accordance with their legally binding content and frame- work of preparation. At the same time, the compliance with the respective publicity rules was verified, as well as the ability of investors and other users to have immediate, smooth and unin- terrupted access to the financial infor- mation. • The announcements concerning the financial performance of the Compa- ny and the careful examination of the main parts of financial statements that contain significant judgments and es- timates by the Management. • The provision of additional non-audit services to the Company by the audit firm to which the Chartered Auditor- Page 118 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Accountant belongs. The selection and determination of the terms of collaboration and the remuneration of the Chartered Auditor- Accountant, through a relevant proposal present- ed at the Ordinary General Meeting of the Company as well as the selection criteria that should be applied and ul- timately be fulfilled (provision of high quality services, fair, reasonable and competitive remuneration, etc.). • The assurance of the state of inde- pendence of the Chartered Auditor- Accountant, of the objectivity and efficiency of the audit process, based on the relevant professional and reg- ulatory requirements. In the above context, the Chartered Auditor- Ac- countant was summoned by the Audit Committee and joined its meetings four (4) times and more specifically on January 10 th , April 11th, September 15 th and December 11th, 2023. During the above meetings, the Chartered Audi- tor- Accountant confirmed the inde- pendence and absence of any external direction or directive or recommen- dation in the performance of duties. Furthermore, monitoring and ensur- ing the completeness, objectivity and effectiveness of the audit by the Char- tered Auditor- Accountant constitutes a key priority of the Committee. • The process of carrying out the man- datory audit of the separate and con- solidated financial statements of the Group and the Company for the year 2022, as well as the content of the main and the supplementary report submitted by the regular auditor. • The review of the separate and con- solidated financial statements of the Group and the Company for the first half of 2023, the first quarter of 2023 and the 9-month period of 2023, as well as the Company’s key operating and financial figures, which were pub- licly released for the respective peri- ods. • The performance of a procedure for the selection of a new Audit Firm, in application of article 42 of Law 4449/2017, i.e. the mandatory change of the existing Chartered Auditors- Ac- countants starting from the financial year 2024 and the drafting of a rele- vant proposal to the Board of Direc- tors for their appointment. The important audit issues (Risks and ar- eas of emphasis of audit), which according to the judgment of the Audit Committee were adequately covered by the ordinary audit process, are the following: Risk: Violation of Controls and Rules by the Management Description of risk: The Management is theoretically capable of committing fraud due to its ability to manipulate accounting records and prepare misleading financial statements by violating controls and rules that otherwise appear to be applied effec- tively. Although the level of risk referring to any breach of controls and rules on behalf of the management will vary from entity to entity, the risk is nevertheless present in all entities. Due to the unpredictable manner in which such a breach could occur, the above is a risk of material error due to fraud and therefore constitutes a serious risk (IAS 240.31). The Management has implement- ed certain audit procedures at the entity level in order to prevent / detect possible violations of the controls and rules by the administration. Annual Financial Report as of 31.12.2023 Page 119 of 292 Amounts in thousand Euro, unless stated otherwise During the execution of audit procedures for the risk of fraud, no cases of realized or suspected fraud were identified. Risk: Revenue Recognition (in € 000) Group – Consolidated Financial Statements 2023 2022 Turnover – continued activities € 345,373 € 394,382 Income recognition The Group recognizes income from the sale of goods when the control of the goods is transferred to the customer, usually upon delivery, and there is no outstanding obli- gation that could affect the customer’s ac- ceptance of the goods. The main product categories are technical fabrics (Geosyn- thetics and fabrics for construction, gar- den projects, hospital and hygiene prod- ucts, filter industry, automotive industry, industrial use, sports and leisure, carpets, yarns and belts) and packaging products (mega bags, sacks , packaging film, pack- aging fabrics, containers, buckets, cups, glasses, containers and trays, plastic boxes, bottles, various bags, waste bags, ropes and strings.) The Group accepts return of products only in case of a defective or gen- erally non-standard product. Significant risks • risk of error in income due to fraud. • risk that the income from sales is not recognized based on the requirements of IFRS 15 as well as the risk that the time at which the risks and rewards are transferred has not been correctly depicted in the financial statements. Audit approach • Substantial audit procedures to detect material errors or verification at the end of the period to ensure that the risks and rewards of the transaction related to in- come from sales to third parties have been properly recognized and in the appro- priate financial year. • Based on the procedures carried out, no issues were identified in relation to the timing of income / revenue recognition. Audit results / conclusion Page 120 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Other areas of audit emphasis Risk Significant / increased / standard risk Risk identification factor Audit approach Impairment of participations in subsidiaries Increased The Management initially exam- ines whether there are indications of impairment in order to proceed with an impairment test of its equi- ty holdings. This particular process is complex, requires judgment and is based on a number of significant assumptions and estimates by Management. The procedures in- clude a review of the assumptions used, the calculations made and an examination of the reasonable- ness of Management’s estimates. Examination of any evidence for impairment identified by the Management and substantive procedures to confirm the value of equi- ty holdings in subsidiaries and related companies in the Financial Statements of 31.12.2023. No material errors were found during the audit. Impairment of non- financial assets (Don & Low) Increased The Management initially exam- ines whether there are indications of impairment in relation to non-fi- nancial assets in order to proceed with an impairment test. This par- ticular process is complex, requires judgment and is based on a num- ber of significant assumptions and estimates by Management. The procedures include a review of the assumptions used, the calculations made and an examination of the rationality of Management's esti- mates. Examination of any evidence for impairment identified by the Management and sub- stantive procedures to con- firm the value of the tangible fixed assets in the Financial Statements of 31.12.2023. No significant errors were identi- fied during the audit. Provisions for employee benefits (Don & Low) Increased The provisions for employee ben- efits may be overstated or under- stated – since it is an area where significant judgment is required. Substantive audit procedures to examine the rationality of estimates and assumptions used by Management. No material errors were found during the audit. Goodwill Impairment Increased The Management initially exam- ines whether there are indications of impairment in order to proceed with a goodwill impairment test. This particular process is complex, requires judgment and is based on a number of significant assump- tions and estimates by Manage- ment. The procedures include a review of the assumptions used, the calculations made and an ex- amination of the reasonableness of Management’s estimates. Examination of any evidence for impairment identified by the Management and sub- stantive procedures to con- firm the balance of the Good- will item of the Financial Statements as of 31.12.2023. No material errors were found during the audit. Annual Financial Report as of 31.12.2023 Page 121 of 292 Amounts in thousand Euro, unless stated otherwise Conclusion: No significant deviations were detected in the above-mentioned areas of audit emphasis. 4. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM / INTERNAL AUDIT UNIT The Audit Committee also dealt with the following: • The supervision of the Company’s in- ternal audits and monitoring the ef- fectiveness of the Company’s internal control and risk management systems to ensure that the main risks (such as risk of fluctuations in raw material prices, credit risk, liquidity risk, foreign exchange risk, interest rate risk, capital adequacy risk, etc.) are properly iden- tified, addressed and disclosed. • Ensuring the independence of the Internal Audit Unit, monitoring its smooth operation in accordance with international standards for the profes- sional implementation of internal con- trol procedures, but also in line with the current legal and regulatory frame- work (indicatively Law 4706/2020, as currently in force). • Informing the Audit Committee, re- garding the work of the Internal Audit Unit and its audit reports, the evalua- tion of the work, the adequacy as well as the efficiency of the unit as well as of the Head of Internal Audit. • The submission of the audit reports from the Internal Audit Unit to the Board of Directors. • The information provided to the Board of Directors of the Company regarding the areas that the Audit Committee, during the exercise of its duties, con- siders that there are essential issues and the monitoring of the response of the Management on the above issues. • Defining and reviewing the operating regulation of the Internal Audit Unit of the Company. • The identification of possible cases of conflict of interest during the Compa- ny’s transactions with related parties or any unusual transactions that have not taken place under normal market practices and the submission of the relevant reports to the Board of Direc- tors. • Ensuring the existence of the required procedures, according to which the Company’s personnel will be able, in confidentiality, to express their con- cerns about possible illegalities and irregularities in matters of financial information or other issues related to the operation of the Company, which they should then be properly investi- gated and addressed. It is noted that the Audit Committee ful- ly complying with the key points, clari- fications and recommendations as well as the Questions and Answers (Q&As) of the documents with protocol num- ber 784/20.03.2023 of the Department of Listed Companies of the Hellenic Capital Markets Commission underlines that both the main and the supplementary report submitted by the regular Chartered Audi- tor-Accountant does not include any of the following: o Important issues regarding financial information and reporting, and o Weaknesses on the level of the inter- nal control system with regard to the auditor’s supplementary report to the Audit Committee. Additionally, as already mentioned in the above paragraphs, the Audit Com- Page 122 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise mittee during the fiscal year of 2023: o Was informed of all the findings result- ing from the reports compiled by the Internal Audit Unit, o Submitted specific proposals in rela- tion to the above reports and findings either to the Internal Audit Unit or to the Company’s Board of Directors, and in all cases there was a corresponding response to all issues that emerged. 5. REGULATORY COMPLIANCE AND RISK MANAGEMENT / REGULATORY COMPLIANCE AND RISK MANAGEMENT UNIT In the context of implementation of Law 4706/2020, the supervision of the Regu- latory Compliance and Risk Management Unit was included in the responsibilities of the Audit Committee, and therefore the Audit Committee mainly dealt with the fol- lowing: • Monitoring the level of compliance with corporate governance and spe- cific governance practices such as data protection, cyber security and infor- mation security. • Ensuring that there were no cases of conflict of interest in the Company’s transactions with related parties. Pro- vision of an update to the Board of Di- rectors about the specific issue. • Monitoring the process and the im- plementation of the risk assessment exercise on the level of the Company and its subsidiaries. The respective exercise was submitted to the Audit Committee. • The completion of the assessment process of the Internal Audit System of the Company and its significant sub- sidiaries by an independent evaluator with a reporting date as of 31.12.2022 and with a reporting period from the entry into force of article 14 of Law 4706/2020 (17/7/21), as well as the con- tent of the main and supplementary report submitted by the independent evaluator. • The monitoring of the process and the implementation of assessment of the Company’s Corporate Governance System with a reporting date as of 31.12.2023 and with a reporting peri- od from the entry into force of article 14 of Law 4706/2020 (17/7/21), as con- ducted by the Secretary of the Board of Directors along with the assistance of the Regulatory Compliance & Risk Management Unit. • Ensuring that there are structures and procedures, according to which the Company’s personnel will be able, in confidence, to express concerns about potential illegalities and irregularities in matters of financial information or about other issues related to the op- eration of the business (Whistleblow- ing). Also ensuring the performance of effective and independent investiga- tion of such matters and their appro- priate handling. • Informing the Board of Directors about the issues arising from the work carried out on the above areas. 6. SUSTAINABLE DEVELOPMENT POLICY Thrace Plastics Group has put into effect from the year 2021 an official Sustainable Development Policy, while, at the same time, it has adopted and is following a 5-year Strategic Plan for Sustainable De- velopment based on the following axes, Annual Financial Report as of 31.12.2023 Page 123 of 292 Amounts in thousand Euro, unless stated otherwise each of which is broken down into specific actions and goals: • Reduction of greenhouse gas emis- sions in all production processes; • Improving the environmental impact of products; • Implementation of circular economy related projects; • Improving social aspects concerning the stakeholders; • Ensuring responsible corporate gover- nance; • Awareness and certification of activi- ties. These axes correspond to the pillars of society, environment and corporate gov- ernance and include the principles of sus- tainable development upon which the Group’s approach is based. The focus areas of the above strategy have emerged through the recognition and prioritization -by the Management of the Group- of the essential issues of sustain- able development (according to the inter- national standards of Sustainable Devel- opment, GRI – Global Reporting Initiative), aiming at their timely, lawful and effective management of those issues and the de- livery of tangible results for the creation of a greater value in the economy, the envi- ronment and the society where the Group operates. Especially in recent years, the transition from the model of linear economy to the one of circular economy has been a great challenge for the Group, as it creates op- portunities for further growth and devel- opment. Fully in line with the European strategy on plastics, the Group has taken initiatives to enter into the era of circular economy with the aim of reducing its en- vironmental footprint. In this context, the Group constantly adapts its business mod- el in order to reduce its carbon footprint and focus on the development of innova- tive products and services, applying the principles of the circular economy. The strategy, the plans, the results and the relevant commitments are analyzed in the Sustainable Development Report of the Group which is posted on its Website. 7. SUMMARY OF ITEMS AND PERFORMANCE OF MISSION A summary of the items of the agenda of the Audit Committee per meeting is being attached to the current document. Finally, it is noted that during the exercise of our Audit Committee’s duties, we had and continue to have unhindered and full access to all the information we need each time, while our Company provides the nec- essary infrastructure and space in order to effectively perform all our duties. Georgios Samothrakis Chairman of the Audit Committee of Thrace Plastics Co S.A. Page 124 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise 8. APPENDIX  SUMMARY OF THE ITEMS OF THE AGENDA OF THE AUDIT COMMITTEE PER MEETING Summary of the Audit Committee Meetings of Thrace Plastics Group for the Financial Year 2023 Date of Meeting Items of the Meeting's Agenda Participation 10/1/2023 1. Validation of minutes of previous meeting. 2. Update from PWC on the course of the external audit of the Group’s companies Quorum 13/1/2023 1. Validation of the minutes of the previous meeting. 2. Update from DELOITTE on the evaluation of the Group’s Internal Audit Unit Quorum 18/1/2023 1. Validation of the minutes of the previous meeting. 2. Approval of a Memorandum submitted to the Board of Directors for the selection of new external auditors Quorum 24/2/2023 1. Validation of minutes of previous meeting. 2. Overview of the compliance audit report in the areas indicated by the provisions of Law 4706/2020 and the Capital Market Commission’s decision 1/891 «Evaluation of the Internal Control System». 3. Overview of the annual update on the company’s Risk Management. 4. Review of the Report of the Regulatory Compliance and Risk Management, and Internal Audit Units by the Audit Committee. 5. Presentation of the proposed Annual Program of the Regulatory Compliance and Risk Management Unit. 6. Quarterly report of the Audit Committee to the BOD Quorum 13/3/2023 1. Validation of minutes of the previous meeting. 2. Presentation by PWC of «Thrace Group L4706 Status Update» - 2 nd deliverable of the project «Evaluation of the Internal Control System - Law 4706/2020». 3. Approval of the Internal Audit Unit’s work plan for the audit year 2023. Quorum 24/3/2023 1. Validation of minutes of the previous meeting. 2. Presentation by PWC of «Thrace Group L4706 Readiness assessment» - Final deliverable of the project «Assessment of Internal Control System - Law 4706/2020». Quorum 11/4/2023 1. Validation of Minutes of the Previous Meeting. 2. Presentation by PwC about the regular audit and conclusions. 3. Discussion on the drafts of the Financial Statements and the Reports of the Chartered Auditors- Accountants. 4. Quarterly report of the Audit Committee to the BOD Quorum Annual Financial Report as of 31.12.2023 Page 125 of 292 Amounts in thousand Euro, unless stated otherwise Summary of the Audit Committee Meetings of Thrace Plastics Group for the Financial Year 2023 21/4/2023 1. Validation of Minutes of Previous Meeting. 2. Approval of Annual Financial Report 1.1.2022 – 31.12.2022 and Validation of Audit Committee Memorandum to the Board of Directors. 3. Approval of the management report of the Board of Directors and discharge of the Regular Auditor with regard to any liability for the closing financial year 2022 (01.01.2022- 31.12.2022). 4. Proposal for the Election of an Auditing Company from the Public Registry for the mandatory audit of the annual and semi-annual Financial Statements of the current financial year 2023 (01.01.2023-31.12.2023) and determination of its remuneration. 5. Validation of the Audit Committee’s Activity Report for the financial year 2022. 6. Validation of the Memorandum of the Audit Committee submitted to the Board of Directors Quorum 2/5/2023 Re-constitution of the Audit Committee as a body and election of its Chairman in accordance with the provisions of article 44 of Law 4449/2017, as applicable after its amendment by Law 4706/2020, following the replacement of a member of this Committee. Quorum 16/5/2023 1. Validation of minutes of previous meeting. 2. Approval of the financial statements for the period ending on 31 March 2023 and of the relevant memorandum of the Audit Committee submitted to the Board of Directors. 3. Providing information to a new Member of the Committee about the basic characteristics of the Group’s business operations and the departments supervised by the Audit Committee. Quorum 20/6/2023 1. Validation of minutes of previous meeting. 2. Review of the Whistleblowing Policy and Procedure. 3. Quarterly report of the Audit Committee to the BOD Quorum 15/9/2023 1. Validation of minutes of previous meeting. 2. Provision of an update to external auditors for the 2023 semi-annual financial statements. 3. Approval of the semi-annual financial statements of the year 2023 and the relevant memorandum of the Audit Committee submitted to the Board of Directors. Quorum Page 126 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Summary of the Audit Committee Meetings of Thrace Plastics Group for the Financial Year 2023 24/10/2023 1. Validation of minutes of previous meeting. 2. Providing information to the Audit Committee regarding the subject of the evaluation of Corporate Governance System. 3. Quarterly report of the Audit Committee to the BOD Quorum 15/11/2023 1. Validation of minutes of previous meeting. 2. Approval of the financial statements for the period ending on 30 September 2023 and of the relevant memorandum of the Audit Committee submitted to the Board of Directors. Quorum 29/11/2023 1. Validation of minutes of previous meeting. 2. Progress of the work of the Internal Audit Unit based on the annual plan and the extraordinary projects. 3. Presentation of internal audits that have been recently as- signed and have not been presented to the Audit Committee. 4. Presentation of the progress of corrective actions with regard to the audit findings relating to past audit reports. 5. Update on the completion by the Internal Audit Unit of the project titled “General Group Policies Renewal”. 6. Update on the completion by the Internal Audit Unit of the project of Renewal of the Customized Analytical Procedures of the Greek Companies: i. Thrace NG & Thrace Polyfilms & Thrace Eurobent, ii. Thrace Plastics Pack, iii. Thrace Holding. 7. Instruction in English for approval of travel expenses of the MDs/GMs of subsidiary companies. 8. Progress of corrective actions resulting from Deloitte’s Extend- ed External Quality Assessment completed in January 2023. 9. Discussion about the existing audit areas of the Internal Control Unit and the need for identifying new areas of audit in the future (including information on how and to what extent the issues related to: a. quality control, b. fire safety, c. safety/ health/environment are being dealt with, up until today). 10. Work progress of the Regulatory Compliance & Risk Manage- ment Unit. 11. Discussion about the upcoming Evaluation of the Corporate Governance System. 12. Other Matters. Quorum 11/12/2023 1. Validation of minutes of previous meeting. 2. Update from PWC on the course of the external audit in rela- tion to the Financial Statements of the Group’s companies. Quorum Annual Financial Report as of 31.12.2023 Page 127 of 292 Amounts in thousand Euro, unless stated otherwise Non Financial Report Page 128 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise SECTION 12: Non-Financial Report INTRODUCTION Contents The current Non-Financial Report (State- ment) constitutes part of the Annual Fi- nancial Report of Thrace Plastics Group (hereinafter «Group»), it concerns the fiscal year January 1, 2023 to December 31, 2023 and it was prepared in accordance with the Group’s Non-Financial Information Development Process, as it was approved on 16/07/2021 by the Board of Directors. The Group’s business model is described in detail at the beginning of the Annual Financial Report. This section includes in- formation on the following: 1. Approach to Sustainable Development In addition, it contains a detailed descrip- tion of the Group’s actions for the follow- ing thematic areas, as defined in section 7 «Report (Statement) of Non-Financial Information» of circular 62784/2017 in accordance with the provisions of Law 4403/2016: 2. Anti-corruption and issues related to bribery 3. Respect for human rights 4. Supply chain issues 5. Social and labor issues 6. Environmental issues and climate change Each of the above areas is analyzed in three axes: (1) Main risks and their management, (2) Due diligence policies and other poli- cies, (3) Results of said policies and non-fi- nancial key performance indicators. In ad- dition to the above, the following thematic sections are also included: 7. Impact of the COVID-19 pandemic on non-financial issues 8. Taxonomy Report, in accordance with Taxonomy Regulation 2020/852/EU Frame of reference This Report (Statement) of non-financial information was prepared by the Group’s Sustainable Development Department. The responsibility for the accuracy and completeness of the quantitative and qualitative information included in the Report (Statement) belongs exclusively to the Group. It has been compiled according to GRI standards. For reasons of consisten- cy and completeness of the information provided, as well as comparability of the data, the corresponding data of the two previous years are also displayed. At the same time, other valid standards, tools and recommendations from internation- ally recognized initiatives have been taken into account in order to ensure compliance with a complete as possible framework of disclosure indicators, such as the SASB standards for the chemicals sector, the rec- ommendations for the disclosure of finan- cial information related to climate of the international initiative TCFD, the CDP and EcoVadis assessments on environmental impacts and business practices, the ESG In- formation Disclosure Guide of the Athens Stock Exchange, where the Group partici- pates in the ATHEX ESG index, as well as the impact on the UN Sustainable Devel- opment Goals (SDG). For clarification on the terminologies included in this report, an Index of Abbreviations is listed at the end of the section. Annual Financial Report as of 31.12.2023 Page 129 of 292 Amounts in thousand Euro, unless stated otherwise Disclaimer Any deviation at last-digit-level of the quan- titative information in this Report (State- ment) is due to rounding of the amounts. Prices listed are subject to change. The val- ues mentioned may be subject to change in relation to the final quantitative infor- mation after their verification by a certi- fied body and detailed data to fully cover the indicators that will be published in the 6th Sustainable Development Report for the year 2023. Insignificant differenc- es that may have arisen in previous years are due to the detailed recalculation of the data and the conversion rates. It should be noted that the quantitative information included in the Non-Financial Information Report constitutes a horizontal sum of the individual companies, whether sub- sidiaries or associates, for the purpose of presenting the quantitative dimensions in full, which represents a different approach compared to the consolidation basis of fi- nancial dimensions, as reflected in the Fi- nancial Report. 12.1 Approach to Sustainable Development OBJECTIVE The goal of the Group through its princi- ples, policies, and strategy for sustainable development is the growth with respect to society and the environment, in order to remain a reliable social partner and create solutions for a sustainable future. The Group consistently aligns with the most significant initiatives for sustainable development 2021 20212020 2018 2019 Value chain collaboration through the circular economy platform In the Loop Assessment and disclosure of the environmental performance of product families Disclosure of the approach and the annual performance based on GRI standards Assessment of environmental impacts, risk management, and initiatives Evaluation of business practices and commitment to sustainable development 2021 2024 2022 Participation in the ATHEX ESG index of the Athens Stock Exchange 2023 Ranking economic activities as environmentally sustainable based on technical criteria 2025 Disclosure of the approach and the annual performance based on the ESRS criteria 2021 Disclosure of the approach and the annual performance based on SASB standards 2022 Measurement, disclosure, and actions to reduce carbon emissions indices (scope 1, 2, 3) Verication of carbon emission reduction goals to address climate change Certication of recycled content for specic products by assessing its traceability Page 130 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise PRINCIPLE PERFORMANCE 2023 10.8 MW Power of Photovoltaic Systems [6.7 MW in 2022] 7.8% Energy Consumption from Renewable Sources 12.9 thousand tons Use of Recycled Raw Materials -12.6% Reduction of total Waste -21.7% Reduction of Waste to Landfill DISTINCTIONS AND ASSESSMENTS • The Group participates in the interna- tional organization CDP, which eval- uates organizations regarding their environmental impacts, management of environmental risks, and demonstra - tion of best practices. In 2023, it solidi- fied its position by receiving a “B” dis- tinction for its performance in relation to climate change, confirming that it is on par with the industry average while exceeding the global average. Annual Financial Report as of 31.12.2023 Page 131 of 292 Amounts in thousand Euro, unless stated otherwise • The Group participates in the inter- national initiative SBTi (Science Based Targets Initiative), which validates emis - sion reduction targets based on the most credible scientific data for climate change. It has committed to establish - ing science-based targets for carbon footprint reduction, and the validation process has already commenced. • The Group engages with the European organization EcoVadis, which evaluates organizations regarding their business practices and commitment to sustain - able development. In 2023, it received 5 silver distinctions through its subsidiar - ies: Pack, Nonwovens & Geosynthetics, Polyfilms, Greiner, and Ipoma. • The Group was ranked on the highest scale (Platinum) in the ESG Transparen - cy Index by Forbes, reflecting the level of transparency on ESG matters among the top 100 companies in Greece. PARTICIPATION IN INITIATIVES • In EDANA which consists of a global association of non-woven and related industries. • In the organization Polyolefin Circular Economy Platform (PCEP) which aims to redesign and recycle packaging products and materials. • In Circular Plastics Alliance (CPA) ini- tiative which aims to use 10 million tonnes of recycled plastic by 2025 within the EU. • In Synthetic Turf Council (STC) which is a non-profit trade association for the promotion, development and support of the synthetic turf industry. • In the European Man-made Fibers As- sociation (CIRFS) which is active in the European technical fiber industry. • In the European Association of Geo- synthetics Manufacturers (EAGM) which aims to promote the knowl- edge and use of European synthetic products. • In the Association of Hellenic Plastic Industries (AHPI) which is active in the field of plastic applications. • In the Association of the Greek Man- ufacturers of Packaging & Materials (AGMPM) which is active in the pack- aging material production industry. • In the Association of Businesses and Industries (SEV) which aims to repre- sent Greek businesses and industries and defend their interests. Certifications ISO 14001:2015 Environmental management ISO 45001:2018 Health and Safety Management ΙSO 50001:2018 Energy management ISO 9001:2015 Quality management ISO 13485:2016 Quality management of medical technology products ISO 22000:2018 Food safety BRC, IFS, FDA, HALAL Food safety and quality Global GAP Implementation of good agricultural practices EuCertPlass Recycling of secondary raw material Recyclass Content in recycled raw material OK Recycled Calculation of recycled content Page 132 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Certifications CoVid Shield Health and safety Oeko-Tex® Standard 100 Content of harmful substances POLICY [ATHEX ESG: C-G4] The Group establishes, maintains, and im- plements fundamental principles related to the pillars of society, the environment, and the economy. It has formulated and implemented a specific policy regarding sustainable development and the man- agement of social, environmental, and corporate governance issues. At the core of the Sustainable Development Policy is the Group’s commitment to growing with respect for society and the environment, creating solutions for a sustainable future. Monitoring the implementation of the Sustainable Development Policy is the re- sponsibility of the Sustainability Commit- tee (Environment-Society) and the Audit Committee (Corporate Governance) at the level of the Board of Directors, along with the Sustainable Development Department at the administrative level. The Sustainable Development Policy was approved in 2021 by decision of the Board of Directors, is reviewed annually, and is available on the Group’s website. SUPERVISION [ATHEX ESG: C-G2] Supervision of Sustainable Development is carried out as follows according to the Internal Rules of Operations: Sustainability Committee Comprised of executive and non-executive members of the Board of Directors, its pri- mary purpose is, according to the Terms of Reference of the Sustainability Commit- tee, the study, pre-approval, and recom- mendation to the Board of Directors of the strategy, management, and monitoring of environmental and social sustainability is- sues. Sustainable Development issues are discussed in the Sustainability Committee based on the information received from the Director of Sustainable Development acting as Secretary, in order to determine priorities, corresponding objectives, rele- vant timelines, as well as monitoring the progress of their implementation. The Sus- tainability Committee is responsible for in- forming the other members of the Board of Directors. Audit Committee According to the Terms of Reference of the Audit Committee, it is responsible for managing and monitoring corporate governance issues, in addition to support- ing the Board of Directors in its duties re- garding the financial reporting process, internal control system procedures, risk management, and regulatory compliance. It is also responsible for supervising the internal audit department and the manda- tory audit of the annual and consolidated financial statements. Sustainable Development Department Its purpose is to implement actions and initiatives that promote sustainable devel- opment and create value for stakeholders, society, and the environment, in accor- dance with the Group’s policy and strate- gic Sustainable Development plan. The Internal Rules of Operations describe its core responsibilities. Annual Financial Report as of 31.12.2023 Page 133 of 292 Amounts in thousand Euro, unless stated otherwise STRATEGY [SASB: RT-CH-110a.2, ATHEX ESG: SS-E1] The Sustainable Development Director- ate has developed the Sustainable Devel- opment Strategic Plan 2022-2026 which has been approved by the Sustainability Committee. The Strategic Plan is based on the following strategic objectives, in ac- cordance with the relevant Policy, each of which is broken down into specific actions and targets. 1. Reduce greenhouse gas emissions in all processes The actions include continuously increas- ing the use of recycled raw material, reduc- ing residues from production processes, reducing energy consumption, investing in renewable energy sources and reducing waste. 2. Improve product environmental impact The actions include designing sustainable products, reducing average weight and developing new reusable solutions. 3. Implement circular economy projects The actions include strengthening coop- eration with existing and new partners on the basis of circular economy initiatives and reducing the environmental impact of the supply chain. 4. Improve the social aspects affecting all stakeholders The actions include establishing a coop- eration framework with suppliers based on environmental and social criteria, de- veloping and training employees towards improving skills, health and safety issues, as well as technical characteristics of prod- ucts and applications, ensuring employee health and safety, and supporting local communities. 5. Ensure a responsible corporate governance The actions include informing about sus- tainable development issues, informing about the directives of the corporate gov- ernance legislation, ensuring their correct implementation and incorporating best practices. 6. Build awareness and obtain appropriate certificates The actions include strengthening the sustainability communication strategy, life cycle analysis and environmental footprint studies for each product group, obtaining appropriate certificates and participating in international assessment initiatives. 1 Reduce greenhouse gas emissions in all processes 2 Improve product environmental impact 3 Implement circular economy projects 4 Improve the social stakeholders 5 Ensure a responsible corporate governance 6 Build awareness and obtain appropriate disclosures Sustainable Development Strategic Plan Page 134 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise ESTABLISH DIALOGUE WITH INTERESTED PARTIES [GRI: 2-29, ATHEX ESG: C-S1] As interested parties, entities are defined as those that either have direct or indirect influence on the Group and its activities, or are recipients of the direct or indirect impact arising from its activities. The Group maps the stakeholder groups that affect its ability to implement its strategy and achieve its goals with their decisions. On an annual basis, it validates stake- holder groups, improves communication and consultation methods, and records their key needs and expectations. For the Group, establishing dialogue is crucial, as it contributes to its effective operation by understanding market conditions and mit- igating potential risks. The Group, mainly through the materiality analysis, identifies the stakeholder groups that are affect- ed by its activities, but also influence the strategy and mitigation of potential risks and thus contribute to its more efficient operation. In this context, the Group maps the groups of interested parties and annu- ally validates them. The Group has established a Corporate Communication Policy in order to define a single framework for the management of corporate communication through the observance of common principles and rules harmonized with its strategy. At the same time, it has established an internal and external communication process, which also covers communication with external stakeholders. At the same time, it has established a Process of Internal and External Communication, which covers communication with stakeholders as well. The process includes adequate and ef- fective communication mechanisms with both stakeholders and active dialogue (shareholder engagement), as well as with employees, aiming for a systematic and two-way communication through appro- priate channels of internal and external communication. Procedures have been defined to cover internal communication with Management, the Board of Directors, and staff, as well as communication with external stakeholders (shareholders, cus- tomers, investors, suppliers and partners, government and local authorities, local and broader society). MATERIALITY ANALYSIS [GRI: 3, ATHEX ESG: C-G3] The Group proceeded at the end of 2022 to the reevaluation of important issues re- lated to the creation of economic, social and environmental benefit throughout the value chain and proceeded to the pri- oritization of them in relation to its busi- ness model based on the methodology of the internationally valid GRI reporting standards. For the sake of data compara- bility, the Group utilizes the outcome of materiality analysis for two consecutive annual reports. Stage 1: Understanding and updating the Group’s business model Responsible for implementation: Director- ate of Sustainable Development Development of an information base for a better understanding of topics and trends in Sustainable Development based on the strategic development plan of the Group, the policies and processes of the Group, the United Nations Sustainable Develop- ment Goals, the international valid report- ing standards followed by the Group, and the risk analysis of the Group. Annual Financial Report as of 31.12.2023 Page 135 of 292 Amounts in thousand Euro, unless stated otherwise Stage 2: Recording of important issues Responsible for implementation: Director- ate of Sustainable Development Identification of actual and potential posi- tive and negative impacts of the Group on the economy, the environment and soci- ety and recording of important issues that represent and group the most significant impacts. Stage 3: Validation of important issues Responsible for implementation: Sustain- ability Committee and Audit Committee Validation by the Sustainability Committee and the Audit Committee of the import- ant issues that represent and group the Group’s most significant impacts on the economy, the environment and society. The important issues for the Group in rela- tion to the values and the Sustainable De- velopment Goals are the following: ENVIRONMENT Support circular economy Deal with climate change 1. Product innovation & life-cycle 5. Direct & indirect GHG emissions 2. Virgin & recycled raw materials 6. Climate risks & opportunities 3. Waste & scrap management 7. Energy efficiency & renewable energy 4. Water & effluents management 8. Biodiversity & conservation SOCIETY Empower human capital Contribute to society 9. Employee health, safety & well-being 13. Product quality, safety & information 10. Human rights, diversity & inclusion 14. Customer health, safety & satisfaction 11. Employment creation & safeguarding 15. Responsible supply chain & local suppliers 12. Employee training & talent retention 16. Social contribution & engagement GOVERNANCE Operate with integrity Ensure business continuity 17. Business ethics & anti-corruption 21. Emergency preparedness & response 18. Governance structure & mechanisms 22. Economic value generated & distributed 19. Regulatory compliance & policies 23. Investment in infrastructure & processes 20. Privacy protection & information security 24. Risks & potential impact analysis Page 136 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Stage 4: Prioritization & validation of essen- tial issues Responsible for implementation: Sustainable Development Directorate, Sustainability Committee and Audit Committee Consultation with stakeholders for the pri- oritization of important issues. The consul- tation was carried out with representation by Group executives of the following main groups of interested parties, with whom they maintain relationship and communi- cation. > Shareholders & Investment Communi- ty > Board of directors > Management > Employees > Customers > Suppliers > State > Non-Governmental Organizations & Civil Society > Business Associations The issues that emerged from the priori- tization as material were validated by the Sustainability Committee and the Audit Committee are the following: Environment 1. Product innovation & life-cycle 2. Virgin & recycled raw materials 5. Direct & indirect GHG emissions 7. Energy efficiency & renewable energy Society 9. Employee health, safety & well-being 13. Product quality, safety & information 14. Customer health, safety & satisfaction Governance 17. Business ethics & anti-corruption 19. Regulatory compliance & policies 22. Economic value generated & distributed The Group, through the material topics, fo- cuses on 7 of the 17 Sustainable Develop- ment Goals in which monitors its progress: RISK MANAGEMENT [ATHEX ESG: SS-G3] The Group has adopted a Risk Manage- ment Framework, which aims at effective management of risks and integrates the Risk Management Policy and Procedures. This framework, which is regularly as- sessed and revised, assists Management to identify new opportunities and chal- lenges, provides consistency and maturity in risk management and aligns risk-taking with willingness to undertake, enforces a culture of integrity, transparency, ac- countability and continuous development, improves the decision-making process and supports the responsible autonomy, strengthens the Group’s control environ- ment in order to be able to respond quick- ly to changing environments, reduces per- formance variability, improves resource development and strengthens the Group’s resilience. Annual Financial Report as of 31.12.2023 Page 137 of 292 Amounts in thousand Euro, unless stated otherwise The Group recognizes the occurrence risks of corruption, extortion and bribery inci- dents throughout its value chain. Potential risks are examined both within its internal operations and in relation to its activities and transactions with its key stakehold- ers, such as customers and suppliers. The Group is committed to conducting its activities in accordance with the highest ethical standards and demonstrating zero tolerance for any form of corruption and bribery. For this reason, it has implement- ed the Anti-Fraud Policy and, with re- sponsibility and business integrity, is com- mitted to making every possible effort to ensure transparency and legality. 12.2 Anti-corruption and bribery-related issues 12.2.1 Main risks and their management 12.2.2 Due Diligence and Other Policies The Group has adopted and follows an integrated framework of principles and policies that ensure its transparency and responsible operation. In order to ensure the avoidance of corruption and bribery incidents, it operates proactively, con- ducting relevant updates and audits on an annual basis through the Internal Control Department. To discourage participation in such an incident, disciplinary measures have been established. In the context of supporting the internal procedures, the Audit Committee has been set up, tasked with the selection process, as well as the supervision of the external auditors and in- forming the Board of Directors of the result of the mandatory audit, the monitoring of the financial information process, the inter- nal control and risk management systems and the supervision of the internal control and regulatory compliance and risk man- agement units. Furthermore, the Group has implemented the Regulatory Compli- ance Policy, which covers all current reg- ulatory requirements regarding compli- ance, aiming to ensure the management of regulatory compliance risks through the implementation and oversight of the Reg- ulatory Compliance System. Code of Ethics and Conduct [GRI: 2-23, ATHEX ESG: C-G5] The Group’s firm commitment is to con- duct its business with integrity, in accor- dance with the highest ethical standards and by applying current laws. The Code of Ethics and Conduct defines the standards of behavior required by employees and apply in every country where the Group operates. The basic Principles of the Code are as fol- low: • Business ethics • Respect for human rights • Diversity and equal representation • Compliance with laws and social norms • Product quality • Promotion of fair and free competition • Avoiding conflict of interest • Accuracy and completeness of finan- cial information • Protection of corporate assets • Cooperation with public authorities le- gally and transparently • Conducting all transactions with in- tegrity and combating corruption Page 138 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise • Protection and confidentiality of infor- mation • Good working relations • Safety, health and environmental pro- tection • Circular economy and climate change • Social contribution Corporate Governance Code The Group, following the relevant approv- al of the Board of Directors and in compli- ance with article 17 of Law 4706/20, imple- ments and adopts the Hellenic Corporate Governance Code (HCGC, June 2021) of the Hellenic Corporate Governance Coun- cil (HCGC). Internal Rules of Operation The Internal Rules of Operation is har- monized with the requirements of law 4706/2020 and it was approved by the rel- evant decision of the Board of Directors. A summary of the Regulation is listed on the Group’s Website in the Corporate Gover- nance section. Group Policies’ Manual The Group Policies’ Manual is comple- mentary to the other policies of the Group but in any case precedes them, as it forms the basis of the policies and procedures of the Group. Its purpose is to establish a uni- form approach through a common frame- work, specifying the control functions that should be followed as a minimum. Reporting Platform [ATHEX ESG: SS-G1] The Group has developed a Whistleblow- ing and Anonymous Reporting Policy, as well as a Whistleblowing Management Procedure, and utilizes the “EthicsPoint” Reporting Platform. Through this plat- form, individuals have the opportunity to report violations related to corruption and bribery, non-compliance, human rights vi- olations, or personal data breaches in full compliance with Law No. 4990/2022. Each report is evaluated based on the relevant whistleblowing management procedure, and the appropriate subsequent course of action is determined. The Group ensures regular updates on platform operation and is committed to maintaining confi- dentiality regarding personal data, timely and proper management of reports, and taking necessary measures for addressing issues. 12.2.3 Outcomes of the aforementioned policies and non-financial performance indices [GRI: 205-3, ATHEX ESG: Α-G2] There have been no reports of incidents of corruption or bribery arising from the communication channels maintained by the Group (reporting platform, email, tele- phone, mail, verbal). The Group has not become aware of any relevant intention or behavior. As a result, no financial damage has occurred. Annual Financial Report as of 31.12.2023 Page 139 of 292 Amounts in thousand Euro, unless stated otherwise The Group recognizes the risks associated with human rights violations, both within the working environment and in the supply chain, such as the possible discrim- ination of employees due to race, religion, gender, nationality, beliefs, age, disability, etc., the violation of privacy, forced and child labor. It advocates the elimination of all forms of forced and compulsory labor, the effective abolition of child labor and the elimination of discrimination in terms of employment and work. The Group is committed to zero tolerance in matters related to human rights and it has estab- lished and it has communicated relevant principles and policies. 12.3.2 Due Diligence and Other Policies The Group has established a Human Rights Policy, demonstrating zero toler- ance for workplace harassment, discrimi- nation based on race, gender, religion, na- tionality, age, disability, orientation, etc., as well as instances of forced and child labor, both within the Group’s companies and throughout the supply chain. The Group applies selection and evaluation criteria to avoid engaging in work with partners at high risk of human rights violations and is committed to continuous improvement of actions and controls regarding human rights in its interactions with suppliers and collaborators. The Group is committed to recognizing, evaluating, preventing, and eliminating the risks of human rights violations, exer- cising due diligence and taking immediate corrective actions to address any incidents. Specifically, the commitment includes: • Sensitizing employees through infor- mation and education, • Promoting respect and protection of Human Rights across all activities, • Promptly addressing incidents through the violation reporting mech- anism, allowing employees to express their concerns and report incidents of human rights violations, investigating and addressing employee concerns and resolving complaints through cor- rective actions. Additionally, the Group commits to strengthening mechanisms and proce- dures to prevent and address violence and harassment, implementing the Policy for Preventing and Combating Violence and Harassment at Work. The purpose of this policy is to develop and promote a work environment where: • mutual respect is encouraged, and employees have the right to work without experiencing harassment and oppression, • behaviors and incidents of violence and harassment are prevented, • zero tolerance for such behaviors and incidents is demonstrating. The specific objectives of the policy are: • to identify violence and harass- ment, recognize potential risks and consequences, • to inform about the measures ap- plied by the Group for preventing and combating incidents of violence and harassment, • to define the rights and obligations of employees and employers, • to emphasize the Group’s support for victims of domestic violence. Furthermore, through the Code of Ethics 12.3 Respect for human rights 12.3.1 Main risks and their management Page 140 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise and Conduct, the Group has established principles for respecting human rights and protecting the confidentiality of informa- tion. The Group commits to zero tolerance for workplace harassment, discrimination, and instances of forced or child labor across its value chain. It also commits to resolving complaints and treating employ- ees fairly and impartially, keeping employ- ees informed through the Internal Work Regulations. Additionally, a responsible party for receiving and monitoring re- ports (RPMM) has been appointed for each company. Evaluation criteria for entering into cooperation The Group, through its Code of Ethics and Business Conduct and the Procurement and Accounts Payable Procedure, applies selection and evaluation criteria to avoid entering into partnerships with collabora- tors who pose a high risk of violating hu- man rights. The Group is committed to the continuous improvement of processes and evaluations concerning human rights in its interactions with suppliers and partners. Personal data protection [ATHEX ESG: C-G6, SS-S2] The Group respects the privacy of its stakeholders and keeps their personal in- formation confidential in compliance with the relevant legislation. It strictly applies the General Data Protection Regulation (GDPR) EU 2016/679, as well as the nation- al legislation l. 4624/2019 concerning the protection of natural persons against the processing of personal data. Measures are implemented in order to comply with the requirements of the Regulation, im- plementation controls and periodic staff training. At Group level, a Data Protection Officer has been appointed and an insur- ance contract has been activated, in order to ensure any loss of personal data. Additionally, the Group has implemented the Data Protection Policy, which out- lines how personal data is processed and is available on the Group’s website. At the Group level, a Data Protection Officer has been appointed, and an insurance con- tract has been activated to ensure any loss of personal data. Simultaneously, the Information Sys- tems Policy has been enforced, where information security plays a crucial role, primarily encompassing the concepts of confidentiality, availability, and integrity of information. 12.3.3 Outcomes of the aforemen- tioned policies and non-finan- cial performance indices [GRI: 406-1] There have been no complaints of incidents of discrimination based on race, religion, gender, nationality, beliefs, age, disability, etc., harassment, violation of human rights, or breach of personal data arising from the communication channels maintained by the Group (reporting platform, email, tele- phone, mail, verbal). The Group has not become aware of any relevant intention or behavior. As a result, no financial damage has been incurred. Annual Financial Report as of 31.12.2023 Page 141 of 292 Amounts in thousand Euro, unless stated otherwise In the Group, apart from the financial risks, there are also recognized non-financial risks that are related to the supply chain and mainly concerns the safeguarding of human rights and the fight against cor- ruption. The Group is committed to zero tolerance in these matters and it has es- tablished and communicated relevant principles and policies. 12.4.2 Due Diligence and Other Policies The Group recognizes that the evaluation and selection of suppliers constitutes a necessary business function in order to achieve a responsible supply chain and it applies practices so as to determine whether a supplier meets the require- ments and conditions set in the coopera- tion among them. Monitor of suppliers’ performance [GRI: 308-1, 414-1, ATHEX ESG: C-S8] Major categories of suppliers include sup- pliers of raw materials, trading goods, elec- tricity, equipment, packaging, spare parts, logistics partners, transport industry ser- vices, consulting services, telecommunica- tions and IT services. According to the Procurement and Ac- counts Payable Policy and Procedure, the evaluation of suppliers’ selection consti- tutes a distinct and documented process taking into account objective and fixed criteria of cost, reliability, quality of provid- ed materials/services, terms of payment, speed of delivery, possible synergies with other companies of the Group or with the quality control departments (if feasible) and is based on written evaluations (sup- plier evaluation questionnaire, evaluation table with criteria, etc.). The supplier evaluation questionnaire is applied by all the production companies of the Group, where each supplier is asked to describe: • its compliance with the current regu- latory framework of the countries in which it operates, where it should also have the necessary insurance cover- age for cases of defective product. • the quality of its activities through certification and quality assurance systems and in matters related to envi- ronmental protection and health and safety at work, where required. • dealing with issues of corruption and bribery, conducting business with in- tegrity. • the observance of moral and ethical principles regarding human rights, phenomena of harassment in the workplace, any form of discrimination due to race, religion, gender, national- ity, beliefs, age, disability, etc., or with phenomena of forced and child labor. • ensuring a safe working environment and in accordance with applicable safety standards. • the adoption of practices for the pro- tection of the environment, where it is encouraged to contribute to the re- duction of greenhouse gas emissions and to promote environmental pro- tection actions. Fighting corruption in the supply chain The Group takes into account the risk of involvement of any partner or supplier in corruption incidents and seeks to ensure maximum possible transparency through appropriate due diligence procedures 12.4 Supply chain issues 12.4.1 Main risks and their management Page 142 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise during or at the beginning of any collabo- ration. More specifically, the Group mainly cooperates with multinational companies, which place particular emphasis on issues of transparency and the fight against cor- ruption through rules and policies. Human rights in the supply chain [ATHEX ESG: C-S6] The Group has adopted principles in order to avoid entering into cooperation with suppliers at high risk of human rights vio- lations and it is committed to promote the continuous improvement of international human rights standards. The fact that the majority of the Group’s suppliers operate in countries in the European Union and America, where labor laws are respected and there is awareness of human rights issues, as well as the high percentage of local suppliers, ensure to a significant ex- tent that the risk of infringement of human rights is minimized, even though it is not possible to take action to identify cases of abuse throughout the supply chain. Employees of the Group have the option to utilize the reporting platform to report any violations. This includes cases that may lead to an increased risk of modern slavery or labor practices within the supply chain. 12.4.3 Outcomes of the aforementioned policies and non-financial performance indices There have been no complaints of inci- dents of human rights violations in the supply chain that have emerged through the communication channels maintained by the Group (reporting platform, email, phone, mail, verbal). Additionally, the Group has not become aware of any relat- ed intent or behavior. The following tables include information on the Group’s supply chain, as well as on its companies’ spending on local suppliers, based on the supplier’s country of origin. Total number of suppliers 2023 2022 2021 Thrace Plastics Co. S.A. 200 225 175 Thrace Nonwovens & Geosynthetics SA 1149 1152 999 Thrace Polyfilms SA 562 577 525 Thrace Eurobent SA 133 123 120 Thrace Pack SA 1110 1007 992 Thrace Greenhouse SA 321 288 294 Don & Low LTD 535 517 534 Thrace Synthetic Packaging Ltd 482 473 319 Thrace Ipoma SA 531 557 549 Thrace Greiner Packaging SRL 251 382 380 Lumite Inc 476 452 436 Thrace Polybulk AB & AS 20 20 20 Thrace Plastics Packaging DOO 126 110 105 * Companies within the Group act as suppliers to other companies within the Group and have been in- cluded in the above numerical data.Companies of the Group have as suppliers companies of the Group respectively and they have been included in the above figures. Annual Financial Report as of 31.12.2023 Page 143 of 292 Amounts in thousand Euro, unless stated otherwise Spending on local suppliers [GRI: 204-1] The following table displays the estimated monetary value of total payments to suppliers (€ million) and the percentage of spending on local suppliers: 2023 2022 2021 2023 2022 2021 Thrace Plastics Co. S.A. 3.5 4.2 3.9 81% 89% 94% Thrace Nonwovens & Geosynthetics SA 107. 2 142.3 113.5 81% 76% 78% Thrace Polyfilms SA 29.9 35.1 30.4 65% 66% 66% Thrace Eurobent SA 5.0 7.3 6.8 71% 54% 49% Thrace Pack SA 76.2 71.2 63.5 73% 79% 81% Thrace Greenhouse SA 5.1 4.9 4.9 97% 95% 99% Don & Low LTD 50.8 59.3 61.9 91% 66% 64% Thrace Synthetic Packaging Ltd 14.8 14.5 14.2 18% 8% 12% Thrace Ipoma SA 19.1 22.3 24.8 60% 59% 55% Thrace Greiner Packaging SRL 16.7 19.0 17. 3 65% 33% 25% Lumite Inc 16.4 22.8 24.8 78% 69% 65% Thrace Polybulk AB & AS 17.9 20.9 19.0 1% 3% 3% Thrace Plastics Packaging DOO 5.4 4.1 4.7 21% 23% 23% 12.5 Social and labor issues 12.5.1 Main risks and their management The Group recognizes the risks related to labor issues in general and places great emphasis on them. It recognizes health and safety issues as one of the strategic risks it faces and implements measures to mitigate the risk of workplace accidents. It is committed to zero tolerance in health and safety matters and it has established and communicated relevant principles and policies. In relation to its products, it recognizes and seeks to eliminate the risk of harm to human life and health, taking measures to eliminate components or de- fects during their manufacture, disposal and use. Also, the Group recognizes the special situations and difficulties that exist in the local communities in which it op- erates, which may affect its social capital, while it recognizes its influence and places emphasis on the opportunities created for local communities by its activities. Page 144 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise 12.5.2 Due Diligence and Other Policies The Group places great emphasis on labor issues, such as workers’ rights, ensuring health and safety in the workplace, train- ing and education of employees. It also recognizes its influence and the opportu- nities created for local communities by its activities. The Group, through the Code of Ethics and Business Conduct, recognizes that its human resources have a decisive role in its development and the achieve- ment of its strategic goals. In this context, it encourages professional training, coop- eration, initiative and well-being of its em- ployees and provides a working environ- ment of equal opportunities for all. Hiring process According to the Compensation and Per- sonnel Management Procedure, as well as the Procedure for Hiring Senior Exec- utives, for the selection of new employ- ees, the Group relies on objective criteria, excluding any possibility of discrimination due to race, religion, gender, nationality, beliefs, age, disability, etc. All hirings cor- respond to the real needs of the Group and are matched to specific ‘job roles.’ The completion of the hiring process involves collaboration between the respective Di- rector/Supervisor and the Human Resourc- es Department. At the same time, there is the opportunity for internal mobility of personnel in conjunction with the Group’s needs. To fill new job positions, it is initial- ly examined whether the specific position can be covered through the internal relo- cation process. Supporting local commu- nities is part of the hiring culture, achieved by employing individuals from the local communities where the Group operates, as well as graduates from local educational institutions and universities. Fair compensation and equal opportunities Framework [GRI: 2-19, ATHEX ESG: A-G4] The Group has an Eligibility Policy for its Board Members and a Remuneration Pol- icy for the members of the Board of Direc- tors and the Committees, as well as the top management, which define, on the one hand, the existing rights of the members of the Board of Directors and the Group’s obligations towards them, and on the oth- er hand, the conditions under which remu- neration will be provided. These policies are published on the Group’s Website. At the same time, the Group has a Payroll and Personnel Management Policy for employees. The level of fixed remunera- tion is determined in accordance with the principle of paying the most suitable and fair remuneration to the most suitable person, taking into account the level of competence, knowledge and experience required for the role, while there is no vari- able remuneration. At the same time, it is ensured that the long-term goals of the Group are served and it is sought the con- nection of professional development and remuneration with personal performance and goals’ achievement. Furthermore, the Group is committed through its Human Rights Policy to pro- viding equal opportunities and prohibits discrimination of any kind. Employee re- cruitment and hiring procedures, access to training and development, performance evaluation, compensation, and all aspects of employees’ professional lives are safe- guarded against discrimination based on race, gender, color, national or social ori- gin, religion, age, disability, sexual orienta- tion, and political beliefs. Annual Financial Report as of 31.12.2023 Page 145 of 292 Amounts in thousand Euro, unless stated otherwise Training and development of employees [ATHEX ESG: C-S5] The Group has established Employee Evaluation and Employee Training Pro- cedure. It offers extensive professional training and education, aiming at the de- velopment of its employees, as the pro- duction methods used as well as the ev- er-changing technological environment require continuous training. Therefore, it actually contributes to the creation of val- ue for human capital for its own benefit, but also for the benefit of society at large. The training of employees is carried out either internally or with the contribution of external consultants with high techni- cal knowledge. In the context of the con- tinuous development of employees and in matters of sustainable development, a special manual of sustainable develop- ment was created, which is adapted to each company of the Group with specific examples and is available to all employ- ees through an internal online platform. In addition, in the context of strengthen- ing the capability of the members of the Board of Directors in terms of managing Sustainable Development issues related to the corporate strategy, a two-day training seminar was organized. The analysis of training needs constitutes an ongoing process and includes, among other things, the collection of data related to personnel development and evolving needs to meet the Group’s functions, such as the following: • Operational objectives and imple- mentation needs of the strategy • Needs based on the guiding principles of Senior Management • Skill development in new technologies • General market trends requiring training • New regulatory and legislative frame- works requiring implementation • New requirements from regulatory authorities • Areas for improvement/development according to the personnel training plan and related needs Training Platform As part of the ongoing development of our employees, the “Thrace Academy” training platform has been created and is operational. This platform includes courses organized into sections such as policies and procedures, health, safety and environment, sustainable develop- ment, products and applications, and skill improvement. Human resource platform The human resource platform “HR Hub” is an online employee interaction sys- tem through which processes are auto- mated and digitized, access to important workplace information is created, process waiting and processing time is reduced, and the possibility of error or omission is minimized. Freedom to join labor unions and the right to collective negotiation [GRI: 2-30, 407-1, ATHEX ESG: C-S7] The Group respects the right of employ- ees to participate in labor associations and unions. It consistently follows the Inter- nal Rules of Operation, which have been drawn up in collaboration with employee representatives and it has been submitted to the Labor Inspection office. The Regu- lation strengthens the smooth commu- nication between the Management and the representatives of the employees, at Page 146 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise regular intervals, with the aim of present- ing the requests of the employees that are officially recorded, but also the more general discussion of issues related to the workplace and the health and safety of the employees. Health, safety and environment protection [GRI:403-1] The safety and health of employees are pointed out as important issues for the Group, as the priority remains to ensure an environment that respects the daily strug- gle of all employees to remain creative and productive while also being healthy and safe. The basic practice of the Group is to ensure the health and safety of its em- ployees, setting as a key strategic goal the minimization of the possibility of occupa- tional accidents, as well as the occurrence of work-related illnesses. Also, the Group proceeded to the formation of a life and health safety program for employees. Pro- tecting the health and safety of employ- ees, consumers, customers and commu- nities in all the areas in which it operates is a top priority for the Group. Under the Health-Safety‐Environment (HSE) Poli- cy of the Group, the functioning of facili- ties and the conduct of operations should comply with the legislation in force in each country in which they are based, as well as with the regulations and authorizations on safety, health and environment, including those relating to the control, transporta- tion, storage and disposal of controlled or non-controlled materials. Health, safety, environment Policy The aim of Thrace Group’s Health-Safe- ty‐Environment (HSE) Policy includes the following: • Provision of guidance and establishment of a unified way for the administration of the Group’s Safe- tyHealthEnvironment issues with reference to the general principles and the basic rules set by the Group’s management. • Assurance of safety and health in the working places for all Group person- nel, collaborators and visitors. • Avoidance of any possible dam- age in Thrace Group’s property and personnel. • Increase of the Group’s personnel awareness in environmental aspects, environmentally friendly produc- tion processes and environmental protection. • Improvement of the Group’s culture with reference to SafetyHealthEnvi- ronment topics Measures related to safety and health [GRI:403-2, 403-5] Within the Group, the risks at work have been identified and assessed and the rele - vant corrective or preventive actions have been defined with the aim of eliminating them and minimizing the chances of caus - ing an accident. The following actions and practices are indicative: • Training and awareness of workers in the facilities on matters of health and safety at work, with a special emphasis on induction training, which includes the guidelines for safe work. • Elaboration of risk studies in all facilities. • Implementation of a security project, within the framework of which work groups have been set up per facility, which on a monthly basis list the risks they have identified and have faced, Annual Financial Report as of 31.12.2023 Page 147 of 292 Amounts in thousand Euro, unless stated otherwise are updated on issues related to secu- rity and take relevant actions. • Raising employee awareness on health and safety issues, by placing messages and safety rules in central points of the facilities, providing clothing with the corresponding messages, etc. • Recording and investigating cases in - volving accidents or incidents, where employees are encouraged to confi - dentially report any unsafe practices or hazards they encounter at work. • Determination of responsibilities for health and safety tasks by the Director of each facility in collaboration with the Safety Technician and Occupation - al Physician. • Systematic monitoring of production processes, machinery and equipment to ensure they are safe and in good condition. • First aid boxes, defibrillators and fire extinguishers are readily available, es - cape exits are clearly marked and clear of obstructions. • Maintain and cleaning of work area in order to ensure clean and comfort - able conditions, including appropriate temperature, ventilation and lighting. • Use of quality, environmental, health and safety management software to record incidents of non-compliance with these matters. • Voluntary training and certification of employees in first aid. Appropriate use of safety equipment The Group ensures that all employees are provided with the equipment required for the safe performance of their duties, as well as that they receive the neces - sary information on the proper use of the equipment and the risks associated with their work. The Group’s primary concern is to provide all the prescribed Personal Pro - tective Equipment to its employees. Facility safety The Group implements facility safety measures by conducting regular risk as - sessments, which are submitted when requested to labor inspectors and certifi - cation bodies in order to confirm that the measures applied are proportionate to the security risk and in accordance with cur - rent legislation. Additionally, Emergency Response Plans have developed which are regularly monitored and proactive or cor - rective measures are taken. At the same time, responsible individuals have been appointed to contribute to the safety of the facilities, such as a safety technician, maintenance supervisor, health and safe - ty officer, environmental officer, while appropriate training is provided to all employees. Prevention and avoidance of any kind of injury The Group monitors and records incidents related to safety in its facilities, identi - fies potential hazards, assesses emerging risks, and implements corrective actions as measures to reduce accidents. Addi - tionally, it conducts an assessment of the effectiveness of corrective actions and the recurrence of incidents. Page 148 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Ensuring product quality, customer health and safety [GRI: 416-1, ATHEX ESG: SS-S1] The Group’s main priority is to offer inno- vative-sustainable products and integrat- ed solutions that adapt to the needs and requirements of customers and reflect its vision in relation to product quality and customer safety. In this context, as reflect- ed in the Code of Ethics and Business Conduct, the Group complies with the re- spective national legislations and adopts international standards, safety rules, and best practices regarding the design and production of products in all its facilities. It monitors compliance with all specifi- cations through regular quality controls, including those related to the health and safety of customers and end-users. Prod- ucts are inspected at all stages of the production process, and management systems and procedures have been ad- opted according to various international standards to ensure quality assurance. The Group has adopted Quality Management Systems based on international food safety standards such as ISO 22000, ISO 9001, IFS, BRC; FDA, HALAL, and implements rele- vant procedures regarding the production of packages that come into direct contact with food. Similarly, in the production of masks, the Group focuses particularly on ensuring the health and safety of end us- ers and implements required procedures. Quality management procedures [ATHEX ESG: SS-S1, SS-S8] • Control of raw materials: Evaluation of raw materials with trial production of a product and comparison in the lab- oratory with corresponding products. • Product control: Control of products in all phases of production, such as dimensional control, control of me- chanical properties based on inter- national standards, product harmo- nization with its specifications and customer requirements. • Control of transport packaging: Us- ing packaging based on the technical specifications of the products to en- sure smooth and safe transport and carrying out during loading visual quality checks for suitability and im- plementing scanning systems that en- sure that only approved products are loaded. • Customer satisfaction assessment: Di- rect (through sales departments) or indirect (through surveys) communi- cation with customers aimed at opti- mizing the services provided. Promote transparency of product details and information of customers [GRI: 417-1, ATHEX ESG: SS-S7] Product quality and customer safety are top priorities for the Group. In this con- text, the Group conforms to the national laws in force from time to time and adopts standards, safety rules and best practices regarding the design and manufacture of products in all its facilities and uses regu- lar quality controls to verify that all spec- ifications are complied with, including those relating to the health and safety of customers and end users. The products are subject to control across all stages of the production process, and the Group has adopted management systems and procedures according to various interna- tional standards (BRC, ISO 22000 and 9001, FDA and IFS, etc.) to ensure quality and customer service. Furthermore, through specific labeling, information on the label Annual Financial Report as of 31.12.2023 Page 149 of 292 Amounts in thousand Euro, unless stated otherwise or technical documents, the end-user is in- formed about the technical characteristics and performance of the products accord- ing to their type. Local communities and social contribution [GRI: 413-1, SASB: RT-CH-210a.1] The Group seeks, through its business activities, to achieve high performance, in order to produce and distribute direct or indirect economic value to the soci- ety in which it operates, with particular emphasis: • on strengthening the economies of the countries in which it operates, through the cash flows it generates towards its stakeholders, namely tax payments, payments to suppliers, payment of employer contributions, payroll payments to employees, div- idends to shareholders and invest- ments in local communities, • on the employment, through the di- rect and indirect creation and main- tenance of jobs throughout the value chain. The Group addresses social issues with re- sponsibility and sensitivity and supports the communities in which it operates by: • Contributes to the work of organi- zations with recognized action in addressing social issues by support- ing programs of social solidarity and education. • Makes donations to support vulnera- ble social groups. • Has been supporting the ActionAid Adoption Program since 2016, assist- ing 16 children in need. • Develops initiatives to reduce food waste by participating in the “Sav- ing and Offering Food” network through the non-profit organization “Boroume”, supporting social organi- zations throughout Greece. According to official data, the total food offered by Thrace Greenhouses in 2023 corre- sponds to 11,835 servings of food. • Supports the operation of the Stavros Chaliotis Social Center. Stavros Chalioris Social Center The Social Center STAVROS CHALIORIS is an Urban Non-Profit Company located in the Local Community of Magico Municipality of Abdera, Xanthi Regional Unit and it has been operating since 2010. It is named af- ter the late Stavros Chalioris, founder and President of Thrace Group who envisioned its creation. The aim of the Social Center operation is its practical contribution to society with educational, cultural, recreational and social activities, which are addressed at both children and adults with a regular training program which accommodates approximately 250 people per training period each year. The contemporary in- fluences of climate change at the global level impose the choice of actions that concern the awareness of local communi- ties and children in matters of ecology, re- newable energy sources and biodiversity conservation. At the same time the Social Center orga- nizes events, celebrations and excursions for its members with educational and entertainment content, children’s cine- ma screenings, conferences on medical Page 150 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise issues, social and educational workshops in collaboration with local agencies and scientific collaborators. In the actions of the Social Center are included the sup- port of actions of the Group’s Employees Union, granting of scholarships and finan- cial aid to children in the area who wish to study and are unable to afford their studies, financial support and coverage of treatment / hospitalization expenses for needy patients in the area as well as do- nations of personal protective equipment and medical equipment. In addition, in the area of the Social Center there is a doctor’s office for the provision of primary health care to the residents of the wider area and the meetings of KAPI Magiko take place. 12.5.3 Outcomes of the aforementioned policies and non-financial performance indices PERCENTAGE OF EMPLOYEES COVERED BY COLLECTIVE AGREEMENTS Thrace Plastics Co S.A. 100% Thrace Nonwovens & Geosynthetics SA Thrace Polyfilms SA Thrace Eurobent SA Thrace Pack SA Thrace Greenhouse S.A. Thrace Greiner Packaging SRL 99% Don & Low Ltd 80% Thrace Synthetic Packaging Ltd 10% Thrace Ipoma SA 0% Lumite Inc Thrace Polybulk AB Thrace Polybulk AS Thrace Plastics Packaging DOO TOTAL NUMBER OF EMPLOYEES BY TYPE OF EMPLOYMENT CONTRACT 2023 2022 2021 Men Women Total Men Women Total Men Women Total Permanent term 1,519 387 1,906 1,479 366 1,845 1,468 341 1,809 Temporary term 117 66 183 132 67 199 224 168 392 Total 1,636 453 2,089 1,611 433 2,044 1,692 509 2,201 Annual Financial Report as of 31.12.2023 Page 151 of 292 Amounts in thousand Euro, unless stated otherwise TOTAL NUMBER OF EMPLOYEES BY TYPE OF EMPLOYMENT 2023 2022 2021 Men Women Total Men Women Total Men Women Total Full-time employment 1,629 441 2,070 1,606 420 2,026 1,688 496 2,184 Part-time employment 7 12 19 5 13 18 4 13 17 Total 1,636 453 2,089 1,611 433 2,044 1,692 509 2,201 EMPLOYEE TURNOVER [ATHEX ESG: C-S4] The indicators refer to the percentage of redundancies from the Group 2023 2022 2021 Voluntary turnover rate 12% 11% 11% Non-voluntary turnover rate 9% 8% 10% FEMALE EMPLOYEES [GRI: 405-1, ATHEX ESG: C-S2, C-S3] 2023 2022 2021 Percentage of women 22% 21% 23% Female employees in managerial positions 17% 16% 18% 2023 2022 2021 Percentage of women in the Board of Directors 18% 18% 18% * Meeting the criteria for adequate representation as defined in Article 3 of L.4706/2020 INJURIES AT WORK [GRI: 403-9, SASB: RT-CH-320a.1, ATHEX ESG: SS-S6] Employees 2023 2022 2021 Number of work-related fatalities 0 0 0 Number of recordable injuries 41 47 35 Accident frequency rate 2.17 2.45 1.89 Accident severity rate 34.15 30.97 33.53 * Equals to the number of recordable injuries200.000/hours worked ** Equals to the number of workdays lost200.000/hours worked *** The information has been updated Page 152 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Employees Partners 2023 2022 2021 2023 2022 2021 Number of deaths due to illness 0 0 0 0 0 0 Number of confirmed illnesses 0 0 0 0 0 0 PRODUCT SAFETY AND HEALTH AND SAFETY OF CONSUMERS AND END USERS [GRI: 416-2, ATHEX ESG: SS-S1] In 2023, there were no cases of non-compliance with the applicable legislation and regu- lations regarding the impacts of products on the health and safety of end users, necessi- tating a product recall for which financial compensation was required SOCIAL SUPPORT THROUGH STAVROS CHALIORIS SOCIAL CENTER 2023 2022 2021 Expenditures (€) 410,131 412,621 380,017 12.6 Environmental issues and climate change 12.6.1 Main risks and their management [GRI: 201-2, ATHEX ESG: A-E2] For the identification of opportunities, as well as natural and transitional risks associated ILLNESS AT WORK [GRI: 403-10, SASB: RT-CH-320a.1, ATHEX ESG: SS-S6] with climate change, the Group takes also into account the recommendations of the Financial Stability Board’s Task Force on Cli- mate-Related Financial Disclosures (TCFD). The climate crisis and the energy transition affect the Group’s activities while simul- taneously creating great opportunities through the principles of the circular econ- omy, the use of recycled raw materials, and investment in renewable energy sources. Additionally, the Group recognizes the risks and impacts that may arise in its business activities due to climate change, such as extreme weather events or tem- perature increases, which could affect production in the short, medium, and long term. To mitigate risks and avoid negative socio-economic and environmental im- pacts, the Group stays informed, monitors international developments, and adjusts its business model accordingly. It has iden- tified categories of risks related to climate change, as well as transition opportunities to a low-carbon emissions business mod- el with an emphasis on innovation. These risks and opportunities have been consid- ered in formulating the sustainable devel- opment strategy and defining objectives and actions. Annual Financial Report as of 31.12.2023 Page 153 of 292 Amounts in thousand Euro, unless stated otherwise Type: Risks associated with: The Group: Institutional framework the continuous changes in the European and national regulatory framework that create future requirements. monitors the national and international regu- latory framework concerning the environment, particularly in the technical textiles and packag- ing sectors, regarding waste management, re- cycling, the use of secondary raw materials, and the sustainable characteristics of products. Technology the fact that the transition to a low- carbon economy entails requirements for adapting production processes. monitors technological advancements that can enhance innovation and optimize production processes. It also identifies potential risks in its internal processes, such as the need to mod- ernize production equipment, in order to make timely investments. Market changes in industry structure in a carbon sensitive economy model. Assesses the environmental risk related to inad- equate and non-transparent carbon emission reporting and records direct and indirect emis- sions associated with its operations and value chain. Reputation the variations in consumer preferences acknowledges the transitional risks associated with changes in consumer preferences by pro- viding sustainable solutions with confirmed positive environmental impact through life cy- cle assessments (LCAs) Type: Opportunities arising: The Group: Energy sources from the increase in the use of renewable sources and the effort to gradually reduce energy consumption. invests in photovoltaic systems and geothermal energy so as to reduce greenhouse gas emis- sions through the use of RES, and continuously takes measurable actions to save energy. Markets from the conversion of existing markets to new sustainable products and processes, where the use of recycled or re-use will add value to the customer. has developed specialized upgrading recycling systems that also enable the recording and cer- tification of the percentage of recycled raw ma- terial or reuse systems that enable the record- ing and certification of the number of uses. Products and services from the development of products and solutions based on the circular economy that add value to the customer. applies the circular economy model in practice, through specific actions, such as the organi- zation of closed recycling systems for the pro- duction of new products or the design and pro- duction of reusable products aimed at leading in new markets for innovative, environmentally designed products Page 154 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Type: Opportunities arising: The Group: Elasticity from the execution of projects aimed at improving efficiency during the production process. carries out targeted projects such as zero pellet loss, energy efficiency in the production pro- cess, waste minimization, re-use of production process waste (scrap). Resource efficiency from increasing the use of recycled raw material. has set as a priority the replacement of primary raw material with recycled, the synergies with suppliers/customers in the context of creating a sustainable supply chain, the reduction of prod- uct packaging where possible, and the continu- ous monitoring of the efficiency of production lines. 12.6.2 Due Diligence and Other Policies The Group has a Health-Safety-Environ- ment Policy with the aim of a consistent approach, raising awareness and improv- ing the culture in relation to the general principles and basic rules included in the Code of Ethical Behavior and Ethics and concerning safety and health, the protec- tion of environment, circular economy and climate change. The priority is to improve the environmental impacts resulting from the operation of the Group, with particu- lar attention to the application of circular economy principles, responsible waste management, increasing the use of recy- cled raw materials, reducing energy con- sumption, investing in renewable energy sources and limiting greenhouse gas emis- sions related to its activities. Actions according to the principles of the circular economy The European Green Deal lays the foun- dations for a new plastics economy, in which the design and production of plas- tic products are done with full respect for the environment through the use of fewer natural resources and increased recycling. The Group fully responds to this strategy, turning today’s challenges into growth op- portunities with the aim of strengthening a sustainable competitive advantage. In this context, it has adopted the principles of the circular economy throughout the life cycle of its products, incorporating practices based on the principles of reduc- tion, reuse and recycling. Raw materials [ΑΤΗΕΧ ESG: SS-E7] • Ensuring efficient use of natural resources and evaluation of raw COLLECTION RECYCLING DESIGN RAW MATERIALS WASTE REMAINS PRODUCTION, PROCESSING DISTRIBUTION USE, R E-USE, REPAIR CIRCULAR ECONOMY Annual Financial Report as of 31.12.2023 Page 155 of 292 Amounts in thousand Euro, unless stated otherwise materials based on the required tech- nical specifications • Deliberate non-use during the pro- duction process of the 27 critical raw materials for which there is a high risk of supply problems as recognized by the European Commission Design • Reducing the average weight of the products while maintaining the same technical characteristics • Designing new innovative and sus- tainable products with a low environ- mental footprint Production • Investment in more energy efficient production machines and continuous monitoring and reduction of energy consumption • Use of recycled raw material in a very high percentage depending on the application Distribution / Transportation • Synergies between Group companies for the optimization of routes and pro- curement of raw materials from indus- tries located in the same geographical area on a priority basis • Collaboration with customers aim- ing to reduce the use of secondary packaging Reuse • Saving of raw materials through the reuse of internal waste • Production of reusable products with the aim of extending their life cycle as much as possible Collection • Storage of production residues in ap- propriate temporary storage stations with the aim of their optimal utilization • Collection of recyclable materials through closed systems with the aim of upgrading recycling Recycling • Voluntary commitment to the Circu- lar Plastics Alliance (CPA) initiative to replace virgin raw materials with recy- cled materials by 2025 • Reliable information on traceability and content of recycled raw material through RecyClass, EuCertPlus and TUV OK Recycled certifications Waste • Recycling of non-reusable raw materi- als through licensed partners • Continued reduction of non-hazard- ous waste disposal in landfills through source separation actions Research and innovation for the development of sustainable products [SASB: RT-CH-410a.1, ΑΤΗΕΧ ESG: SS-E5] The Group constantly invests in research and innovation mainly during the design phase with the aim of developing sus- tainable products fully in line with the European strategy for plastics in a circular economy, with a positive environmental impact and contribution to mitigating cli- mate change. Priority in the design and the production is the low environmental footprint, the lowest possible weight while achieving the same strength, high recy- clability, mono-material usage, incorpo- ration of natural materials, and the use of Page 156 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise recycled material up to 100%. Many of the Group’s products replace the raw material with recycled, while at the same time maintaining their properties and being certified by RecyClass, an in- ternational initiative that promotes the recyclability of plastic packaging and en- sures the traceability and transparency of recycled plastic. The Group has carried out EPD® (Environmental Product Declaration) environmental assessments for specif- ic, representative types of products in all three segments of its activity. Both the as- sessments, and the corresponding Life Cy- cle Assessments (LCA for short) carried out within the above context, were prepared based on an internationally established and accepted methodology for the prod- uct categories in question (ISO 14025 and ISO 14040), certified by independent au- diting body for their validity and are avail- able in the prescribed database (The Inter- national EPD System) of the organization EPD International AB (based in Sweden). 2025 TARGET 30% INCREASE IN THE USE OF RECYCLED RAW MATERIALS COMPARED TO 2021 Circular economy platform “In the Loop” [GRI: 306-2, ΑΤΗΕΧ ESG: SS-E5] The environmentally targeted Circular Economy platform “In the Loop” of the Thrace Group is based on the 3 axes of the circular economy REDUCE | REUSE | RE- CYCLE and networks companies, brands, public bodies and consumers with the aim of reducing the environmental footprint throughout the whole value chain. It enu- merates over 200 collaborating members and reflects the Group’s approach regard- ing the environmental impact of packag- ing materials and the avoidance of their disposal in the environment. The platform contributes to the creation of lighter prod- ucts with the aim of reducing the use of plastic while maintaining the same tech- nical characteristics, multi-use products that replace their single-use counterparts and products from recycled raw material. It also designs specialized reuse systems that enable recording and certification of the number of uses and specialized closed/controlled cycle recycling systems. In addition, it informs about the circular economy in plastic products and the up- grading recycling. The benefits of using the platform are as follows: • The transition from the linear to the circular economy is taking place • The environmental footprint of the products is reduced • Natural resources are preserved • Plastic waste is reduced • Reuse is made possible • More products are produced from re- cycled raw material Protection and preservation of biodiversity [GRI: 304-2, ΑΤΗΕΧ ESG: A-E5] The Group continuously seeks to increase the use of recycled raw material, drastically Annual Financial Report as of 31.12.2023 Page 157 of 292 Amounts in thousand Euro, unless stated otherwise reduce waste and reduce greenhouse gas emissions through production processes, thereby reducing pressures on biodiver- sity. The circular economy-oriented strat- egy that it applies, aims to keep materials as much as possible in the economy cycle through reuse or recycling and certainly away from the environment, landfills and oceans, thus mitigating negative impacts on biodiversity throughout the value chain. The Biodiversity Strategy also works alongside the new European Strategy from “the farm to the plate” for the support and transition to fully sustainable agriculture. The Group, through Thrace Greenhouse fully supports this strategy for healthier, fresher and more sustainable food. Hy- droponics allows the minimization of the use of plant protection products with the ultimate goal of their zero application and great water savings, while geothermal en- ergy contributes to energy savings and al- most zero greenhouse gas emissions. Water consumption management [ΑΤΗΕΧ ESG: SS-E3, SS-E4] Measures that can be implemented in facilities for the conservation and rational use of water, as well as the limitation of leaks. • Water consumption monitoring • Preventive maintenance on cooling/ heating systems to address any poten- tial leaks that may arise • Water collection and recycling systems • Automatic switches at the points of use of drinking water • Special marking for rational use of drinking water • Personnel awareness to reduce consumption Liquid waste management [SASB: RT-CH-140a.3, ΑΤΗΕΧ ESG: A-E4] The Group fully complies with the legal re- quirements for the management of liquid waste. In this context, there are contracts with specialized management companies for their optimal management. Solid waste management [GRI: 306-2, ΑΤΗΕΧ ESG: A-E3] The Group fully complies with the legal requirements for waste management. In this context, an environmental impact study has been prepared which mainly concerns the optimal way of managing them, while meeting contractual obliga- tions, such as registration in the Electronic Waste Register (EWR) and registration of the waste producer’s annual report, and registration in the National Register of Waste Producers (NRWP) and payment of the relevant packaging recycling fee. The Group implements internal procedures, such as the preparation of reports on the types and quantities of waste produced, while an effort is made to reduce this in the factories by the method of separation at the source. It is also ensured that the companies to which the waste ends up for final treatment or disposal have valid legal operating documents, while the relevant recycling certificates are obtained. 2025 TARGET 40% REDUCTION OF SOLID WASTE TO LANDFILL COMPARED TO 2021 Use and management of chemicals [SASB: RT-CH-410b.2, ATHEX ESG: SS-E8] Due to its field of activity, the Group uses a range of chemical substances and consti- tutes a very important priority the effective Page 158 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise management of the potential risks that may arise for the environment. The Group fully complies with legal requirements for the temporary storage and use of chemi- cals, informs and trains employees about their safe use and does not use chemicals or other hazardous substances subject to national or international bans. In addition, all the chemicals used are placed on metal bases, while any leaks of small quantities end up in special collectors. All chemicals are stored in appropriate areas with spe- cial markings, while access is only allowed to persons with special permission and ex- tensive knowledge of safety regulations. Improving resource efficiency during the production process The efficiency of resources and process- es is embedded in the Group’s corporate culture. There are actively related projects in the facilities being implemented with the contribution of employees, while their progress is recorded and evaluated on a systematic basis, such as zero pellet loss and zero waste to landfill. Improving energy efficiency during the production process [GRI: 302-3] The Group constantly monitors the energy consumption in the production processes with the aim of the best possible efficien- cy through taking energy saving measures and raising awareness and informing the employees. At the same time, it makes mechanical modernization investments aimed at saving energy, such as the re- placement of energy-consuming equip- ment with equipment with lower energy requirements. 2025 TARGET 10% OF THE ENERGY CONSUMPTION WILL BE SELF-GENERATED FROM RENEWABLE SOURCES in accordance with the levels of current productivity Investment in renewable energy sources The utilization of renewable energy sourc- es and the improvement of energy effi- ciency constitute key pillars for the fulfil- ment of the climate objectives and the long-term strategy of the European Union. After all, the European Green Deal also focuses on the transition to clean energy, the promotion of energy efficiency and the development of an energy production sector that will be largely based on re- newable energy sources. Actions that will contribute to the reduction of greenhouse gas emissions and to the upgrading of the quality of life. In this context, the Group constantly invests in the use of energy from renewable sources. ANNUAL PERFORMANCE 10.8 MW POWER OF PHOTOVOLTAIC SYSTEMS 6.7 MW in 2022 Actions related to climate-related issues [ATHEX ESG: SS-E1] The Group has incorporated into its strate- gic plan the improvement of the data col- lection process for the accurate calculation and measurement of emissions and has committed to establishing science-based reduction targets and validating them Annual Financial Report as of 31.12.2023 Page 159 of 292 Amounts in thousand Euro, unless stated otherwise through the international Science Based Targets Initiative (SBTi). Concurrently, it implements actions for energy conser- vation, optimal waste management, and increased use of recycled raw materials. These actions formed the basis for set- ting specific targets. To maximize business opportunities and mitigate risks arising from climate change, the Group bases its business model on a comprehensive risk assessment process, examining strengths and weaknesses, as well as opportuni- ties and threats from the environment through SWOT analysis. Additionally, the Group participates in the international or- ganization CDP to assess how it manages the environmental impacts and climate change effects of its activities. In order to promptly respond to climate change risks and opportunities, all Group companies follow a common approach, while environ- mental management responsibilities have been assigned to monitor the companies’ performance. The Group recognizes the importance of recording and reducing direct and indirect greenhouse gas emissions. For this rea- son, it utilizes a specialized Carbon Foot- print Calculation Platform, aligned with internationally recognized GHG Protocol methodology and ISO 14064-3. In 2021, the Group proceeded with the recording of direct and indirect emissions (Scope 1 and 2) for the previous year and identified the carbon footprint of its three major sub- sidiaries. Since 2022, the Group has been capturing full records of direct and indirect emissions (Scope 1, 2, and 3) and identify- ing the carbon footprint of all subsidiary companies. As mentioned in the “Approach to Sustain- able Development > Strategy” section, the Group has outlined specific actions in the Strategic Sustainable Development Plan 2022-2026 aimed at reducing greenhouse gas emissions in all processes, improving the environmental impact of products, and implementing circular economy proj- ects. Prioritizing remains the reduction of energy consumption in production pro- cesses, the use of energy from renewable sources, maintaining the use of recycled raw materials at stable levels, and reducing waste destined for landfill. 12.6.3 Outcomes of the aforementioned policies and non-financial performance indices Raw materials The purpose of the monitoring framework is to measure progress towards the transi- tion to a circular economy regarding the procurement of raw materials in relation to recyclable raw materials. In 2023, the Group stabilized the use of recycled raw materials at high levels while continuous- ly upgrading its quality to enable its use in productions with demanding technical specifications. ANNUAL PERFORMANCE 12.9 THOUSAND TONS USE OF RECYCLED RAW MATERIAL IN 2023 Page 160 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Total weight of raw materials (in t) [GRI: 301-1] 2023 2022 2021 Polypropylene 92,800 85,610 90,366 Polyethylene 9,026 10,568 10,856 PET/ Polystyrene 421 384 0 Masterbatch 3,911 2,908 2,040 Paper 1,662 0 0 Total 107,820 99,470 103,262 Total weight of recycled raw materials (in t) [GRI: 301-2] 2023 2022 2021 Recycled raw material* 12,976 13,407 11,443 Percentage of recycled raw material 10.7% 11.9% 9.4% * The recycled raw materials included into the production process stem from residues of the production processes and from external sources. ** Packaging materials are not included in the calculation. Total weight of packaging materials (in t) 2023 2022 2021 Packaging materials 7,109 6,938 7,059 Solid waste [GRI: 306-3, 306-4, 306-5, SASB: RT-CH-150a.1, ATHEX ESG: A-E3] Regarding the management of solid waste, the following table includes data for the quantities of waste generated in the Group, by treatment method. It must be noted that that the quantities of plas- tic production residues generated within the production units are recycled in full through in the production process. Waste treatment method Total weight of hazardous waste (t) Percentage 2023 2022 2021 2023 2022 2021 Recycling 179.3 205.7 177.8 83.6% 91.9% 81.6% Energy recovery 15.2 4.8 18.9 7.1% 2.1% 8.7% Incineration 19.9 13.4 21.1 9.3% 6.0% 9.7% Total 214.4 223.9 217. 8 100% 100% 100% Annual Financial Report as of 31.12.2023 Page 161 of 292 Amounts in thousand Euro, unless stated otherwise Waste treatment method Total weight of non-hazardous waste (t) Percentage 2023 2022 2021 2023 2022 2021 Recycling 3,108.8 3,456.7 2,201.8 67. 5% 65.3% 50.5% Energy recovery 304.7 314.6 362.4 6.6% 5.9% 8.3% Disposal in landfills 1,190.8 1,519.9 1,794.9 25.9% 28.7% 41.2% Total 4,604.3 5,291.2 4,359.1 100% 100% 100% The information has been updated. ANNUAL PERFORMANCE -12.6% REDUCION OF TOTAL WASTE IN 2023 -21.7% REDUCTION OF WASTE TO LANDFILL IN 2023 Energy consumption by type and source (MJ) [GRI: 302-1, SASB: RT-CH-130a.1, ATHEX ESG: C-E3] 2023 2022 2021 Non-renewable resources Electric energy 540,574,273 533,747,676 586,720,878 District heating 1,317,776 1,545,613 1,627,056 Fuel 107,800,160 104,107,208 115,959,447 Gasoline 1,019,334 947,372 827,330 Natural gas 96,963,432 90,764,561 103,960,797 Methane 0 0 241,200 Liquefied Petroleum Gas (LPG) 5,647,742 6,781,159 7,112,315 Diesel 2,061,736 1,746,726 1,997,408 Heating pellets 2,107,916 3,867,390 1,820,397 Total non-renewable sources (MJ) 649,692,210 639,400,497 704,307,381 Renewable sources Solar energy (Photovoltaic) 42,507,401 21,243,979 4,148,615 Geothermal energy 11,427, 874 22,963,889 22,385,650 Hydropower 1,258,380 932,976 994,104 Total renewable sources (MJ) 55,193,655 45,140,844 27,528,369 Total (MJ) 704,885,865 684,541,341 731,835,750 Total (MWh) 195,802 190,150 203,288 * To calculate electricity, district heating and fuel consumption, unit conversion factors from the DEFRA (Department for Environment, Food & Rural Affairs) methodology guide were used. The previous years’ data were updated to reflect more accurate information. ** There was less need for heating, and therefore, consumption decreased. Page 162 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Energy consumption within the Group per type and source of energy (%) 2023 2022 2021 Electric energy (%) 76.7% 78.0% 80.2% Thermal energy (%) 0.2% 0.2% 0.2% Fuel (%) 15.3% 15.2% 15.8% Renewable energy sources (%) 7.8% 6.6% 3.8% Total 100% 100% 100% ANNUAL PERFORMANCE 7.8% USE OF ENERGY FROM RENEWABLE SOURCES IN 2023 Direct and indirect emissions [GRI: 305-1, 305-2, 305-3, SASB: RT-CH-110a.1, ATHEX ESG: C-E1, C-E2, A-E1] The impact of the pandemic on the operation of the Group and business continuity In 2022, the Group managed to achieve stable, sustainable, but also significantly higher recurring profitability compared to pre-pandemic levels, despite the par- ticularly difficult conditions that prevailed in the global economy. The foundations were laid for long-term improvement and development, within conditions of intense uncertainty and inflationary pressures, while the implementation of both the planned and the extraordinary investment plan progressed consistently. The dynamic growth path of the Group continues, aim- ing at the further increase of production volume, the continuous improvement of the product mix and profitability, as well as the strengthening of the dynamics at the The data collected based on ISO 14064- 3 for the year 2022, encompassing a full analysis of scopes 1, 2, and 3, is as follows. Through a specialized platform, which aligns with the GHG Protocol method- ology and ISO 14064-3, the collection of required data for each category (scope 1, 2, 3) is achieved, data conversion into CO2 emissions, identification of significant im- provement points, taking measures to re- duce emissions, and monitoring progress. In the Sustainable Development Report to be published for the year 2023, there will be a detailed report on direct and indirect emissions with external verification. Total emissions (tCO2e) 2022 2021 Direct emissions (Scope 1) 5,253 5,676 Indirect emissions (Scope 2) 52,884 54,966 Indirect emissions related to value chain (Scope 3) 294,376 303,261 Total 352,513 363,903 12.7 Impact of the COVID-19 pandemic on non-financial issues Annual Financial Report as of 31.12.2023 Page 163 of 292 Amounts in thousand Euro, unless stated otherwise level of recycling within the framework of sustainable development. Measures taken for the minimization of the impact of the pandemic The Group responsibly monitors develop- ments related to the pandemic crisis, prior- itizing the safeguarding of the health and safety of employees and the uninterrupted operation thereof, so as not to suffer any consequence that would negatively affect its business continuity. In accordance with the guidelines and recommendations of the World Health Organization and local Public Health and Civil Protection Orga- nizations, all prescribed measures have been implemented from the outset and, if required, all envisaged measures will be activated. 12.8 Taxonomy Report [ATHEX ESG: A-S1] 12.8.1 Environment EU Commission aims to provide the eco- nomic and financial system in the EU with a structure that is more sustainable. For this reason, EU adopted the recommen- dations of the high-level expert group on sustainable finance that formed the basis of the “Action Plan on sustainable finance”. Moreover, climate neutrality by 2050 is a priority of the European Green Deal. By this term, the volume of CO2 emissions emit- ted should be equal to the volume avoid- ed or removed. EU Taxonomy Regulation is the basic tool in the aforementioned Action Plan. It is a system that classifies environmentally sustainable economic activities. All environmental objectives are examined: 1. Climate Change Mitigation 2. Climate Change adaptation 3. Sustainable use and protection of water and marine resources 4. Transition to a circular economy 5. Pollution prevention and control 6. Protection and restoration of biodi- versity and ecosystems EU Taxonomy Regulation classifies eco- nomic activities as “environmentally sus- tainable” under the following conditions: • Make a substantial contribution to at least one of the environmental objectives. • Do no significant harm (DNSH) any of the rest five environmental objectives. • Comply with the minimum social safeguards. Technical Screening Criteria (TSC) are used for the assessment of an economic activ- ity to the extent of the substantial con- tribution to one of the objectives and does no significant harm to the five other objectives. The following figure presents the neces- sary steps for the alignment of an econom- ic activity. A 4-step process to determine a taxonomy aligned activity (Source: BNEF) Page 164 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Delegated Regulation (EU) 2023/2486 for the environment was issued in June 2023 and Delegated Regulation (EU) 2021/2139 for the climate was amended from Reg. (EU) 2023/2486. Technical Screening Crite- ria have now been issued for all environ- mental objectives in order to evaluate the economic activities for the fiscal year 2023. The Group’s economic activities were eval- uated for the above-mentioned Technical Screening Criteria. • “Taxonomy eligible economic activi- ty” is described in the delegated acts supplementing Taxonomy Regulation, irrespective of whether the economic activity meets any or all the TSC laid down in those delegated acts. • “Taxonomy aligned economic activi- ty” complies with the TSC as defined in the Climate and Environment Dele- gated Acts and it is carried out in com- pliance with the minimum safeguards, re: human and consumer rights, an- ti-corruption and bribery, taxation and fair competition. Turnover Key Performance Indicator (KPI), Capital Expenditure (CapEx) KPI and Op- erating Expenditure (OpEx) KPI will be reported for Thrace Group’s economic ac- tivities in fiscal year 2023. The Group’s economic activities 3.6 “Pro- duction of other low carbon technol- ogies” and 1.1 “Manufacture of plastic packaging goods” considered eligible. For the environmental objective of Climate Change Adaptation, the description of 3.6 includes the construction of technologies aimed at significant savings in Greenhouse Gas (GHG) emissions in other sectors of the economy (not covered in points 3.1 to 3.5 of Annex II, of the Delegated Act for Climate). Correspondingly, for the en- vironmental objective of transitioning to a Circular Economy, the description of 1.1 includes the manufacture of plastic pack- aging goods. Taxonomy Eligibility – Taxonomy Alignment The EU Taxonomy Regulation does not stipulate a minimum value for the KPI lev- els. Building on technological advances rather than on efficiency enhancements within the existing system could be the purpose and objective of the “EU Action Plan on Financing Sustainable Growth”. Annual Financial Report as of 31.12.2023 Page 165 of 292 Amounts in thousand Euro, unless stated otherwise Thrace Group aims in manufacturing sus- tainable products, aligned with Circular Economy standards, to further reduce the environmental footprint. Considering how they contribute to or support the environ- mental objectives, economic activities are categorized as: • Primary Activities, which directly con- tribute substantially to one of the six environmental objectives. • Transitional activities, which support the transition to a climate-neutral economy 1 . • Enabling activities, which facilitate the primary activities indirectly 2 . Economic activities Thrace Group consists of 14 companies, operates in 9 countries, with production, 1 as referred to in Article 10(2) of Regulation (EU) 2020/852) 2 as referred to in Article 10(1), point (i), of https://eur-lex.europa.eu/legal-content/EN/ TXT/?uri=celex:32020R0852) trading and distribution companies and develops activity in 3 sectors: Technical fabrics, Packaging solutions and Geother- mal Hydroponic Greenhouses. Moreover, it develops sales networks in 80 countries, applies 28 technologies in production pro- cedure and covers 25 market segments with products and solutions. The Group’s economic activities were as- sessed in order to determine which are eligible and which aligned according to Delegated Regulations for the Climate and the Environment. For this assessment, the relevant Technical Screening Criteria were taken into account. The following table presents economic ac- tivities of the Group that are EU Taxonomy eligible the environmental objective for which the activities qualify as eligible. Taxonomy eligible economic activity Economic Activity according to EU Taxonomy Description NACE- code Environmental objective 3.6 Manufacture of other low carbon technologies Manufacture (and sale) of technical fabrics (textiles, woven, non-woven) that aim at enabling a substantial reduction of GHG emissions in other sectors of the economy 13.20 13.95 Climate Change Adaptation 1.1 Manufacture of plastic packaging goods Manufacture of plastic packaging goods 22.22 Transition to a Circular Economy Eligibility verification of Thrace Group economic activities According to the Delegated Regulation EU 2021/ 2139, the economic activity: 3.6. Manufacture of other low carbon tech- nologies can be associated with Thrace Group’s economic activity: Production of Technical Fabrics. The aforementioned economic activity is categorized eligible, since a series of products that are be- ing produced have Environmental Prod- uct Declaration (EPD), which essentially Page 166 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise presents the reduction of greenhouse gas emissions over their life cycle, while simul- taneously allows the comparison of prod- ucts in order to select the most sustainable option. According to the Delegated Regulation EU 2023/ 2486, the economic activity: 1.1 Manufacture of plastic packaging goods can be directly associated with Thrace Group’s NACE code 22.22: Manu- facture of plastic packaging goods. The aforementioned NACE code is clearly in- cluded in the Del. Reg. EU 2023/ 2486 and therefore is categorized eligible. The rest of Group’s economic activities are not classified as eligible, as they are not currently included in the Delegated act for climate or in its amendment, and in the Delegated act for the environment. Economic Activities of Hydroponic Green- houses Geothermal are in this category. Economic activity 3.6 is defined as En- abling Activity, as it meets the Technical Screening Criteria defined in the corre- sponding section of the Delegated Reg- ulation for Climate, as applicable. Activity 1.1 is defined as Main Activity as the man- ufacturing of plastic packaging goods sub- stantially contributes to the transition to a circular economy. Alignment verification of the Group’s eli- gible economic activities Subsequently, the alignment of the eligi- ble activities of the group identified in the previous stage is evaluated. 3.6. Manufacture of other low carbon technologies The Group’s economic activity in the field of Technical Fabrics production substan- tially contributes to the environmental objective of Climate Change Adapta- tion, as the Technical Fabrics have been designed and are mainly used for the pre- vention of soil erosion and thermal stress by improving the energy efficiency of buildings. Moreover, they provide adapta- tion solutions that substantially contribute to the prevention or reduction of the risk of negative impact of existing and expect- ed future climate conditions on people, nature, or assets, without increasing the risk of negative effects on other people, nature, or assets. The economic activity was examined for its contribution to Climate Change Adap- tation based on the criteria defined in Ar- ticle 11 of the Taxonomy Regulation and the Technical Screening Criteria (TSC) of the Delegated Act for Climate. For the de- termination of the risks of climate change, Thrace Plastics Group has initiated its alignment with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD). The TCFD Report di- vides climate-related risks into two major categories: • Risks related to the physical impacts of climate change and (Climate Change Physical Risk). • Risks related to the transition to a low- er-carbon economy (Climate Change Transition Risk). The classification of Climate-related haz- ards comprises four major hazard groups, with hazards related to water, tempera- ture, wind, and solid mass according to Appendix A of the Climate Delegated Act. In this context, the assessment of climate risks and the vulnerability of the Group’s activities is ongoing. However, it is noted that the Group has and implements an Emergency Response Plan (ERP) which records all the preventive measures that have been taken to minimize the risk from Fire, Heatwave, intense snowfall/frost, Annual Financial Report as of 31.12.2023 Page 167 of 292 Amounts in thousand Euro, unless stated otherwise stormy winds, thunderstorms, and floods. Compliance with “do not significant harm, DNSH” criteria for economic activity 3.6 is being evaluated in the following paragraphs. The criteria for the EU environmental ob- jective for the use and protection of Wa- ter and Marine resources are associated with environmental degradation risks related to preserving water quality and avoiding water stress. Their identification and management are achieved by attain- ing good water status and good ecologi- cal potential, in accordance with Directive 2000/ 60/EC. The Group has adopted several procedures to this direction and a series of measures are in place, such as i) water consumption monitoring, ii) integrated proactive main- tenance system to deal with possible leaks, iii) water collection and recycling systems, iv) automatic switches at drinking water points, etc. DNSH criteria for Circular Economy ex- amine the assessment of the activity and, where feasible, the adaptation of tech- niques that support: i) Reuse and use of secondary raw material. ii) Design for high durability and recyclability. iii) Waste management that prioritizes recycling over disposal in the manu- facturing process. iv) Information on the content and trace- ability of it throughout the life cycle of the products. The production of Technical Fabrics in the Group’s companies aims, on the one hand, at maximum reuse and the use of second- ary raw materials where possible, as well as at the maximum percentage of recycling of the generated waste. Compliance with the criteria for the Pro- tection and restoration of biodiversity and ecosystems is achieved in the Group’s facilities, by having all the required envi- ronmental permits for their operation in place. The locations of the European facil- ities of the Group are not in or near biodi- versity-sensitive areas (including the Natu- ra 2000 network as well as other protected areas), as presented in Figure 2. DNSH criteria for the Pollution preven- tion include the avoidance of manufac- ture and placing on the market of several hazardous substances. The Group does not use chemicals or other hazardous sub- stances that are subject to national or in- ternational constraints. Page 168 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise The Group’s facilities in Europe 1.1 Manufacture of plastic packaging goods The manufacture of Plastic Packaging Goods (NACE 22.22) is an eligible activi- ty for which, although there was no ob- ligation during the reference period, its alignment was also assessed, without the quantitative reporting of the relevant indi- cators. The economic activity of the Group in the field of plastic packaging production sub- stantially contributes to the environmen- tal objective of transitioning to a circular economy. These products include quanti- ties of recycled plastic during production, they are designed to be practically recy- clable on a large scale and do not incorpo- rate substances with hazardous properties during their manufacturing. Compliance with “do not significant harm, DNSH” criteria for economic activ- ity 1.1 is being evaluated in the following paragraphs. The “do not significant harm, DNSH” tech- nical Criteria for Climate Change Mitiga- tion include the assessment of greenhouse gas emissions during the life cycle of man- ufactured plastics, for plastics made from sustainable raw materials. These emissions are lower than the greenhouse gas emis- Annual Financial Report as of 31.12.2023 Page 169 of 292 Amounts in thousand Euro, unless stated otherwise sions from equivalent plastics produced from fossil fuel raw materials, as evidenced through available Environmental Product Declarations (EPD). The criteria for the environmental objective of Climate Change Adaptation include the assessment of the economic activity’s exposure to natural climate risks, the eval- uation of the impacts, and the adoption of necessary mitigation measures. The risks of flooding, heatwaves, intense snowfall/ frost, stormy winds, thunderstorms, and fires have been assessed within the frame- work of the Emergency Response Plans of the plastic packaging production units, and the necessary mitigation measures have been adopted. The criteria for the environmental objec- tive of Sustainable Use and Protection of Water and Marine Resources are linked to risks of environmental degradation con- cerning water quality maintenance and the avoidance of water resource depletion. Their identification and management are achieved by attaining good water status and good ecological potential, in accor- dance with Directive 2000/60/EC. Within the framework of the current licensing of production facilities, potential risks in this category have been identified and moni- tored. DNSH criteria for Pollution Prevention and Control include avoiding the produc- tion and market release or use of a range of hazardous substances. The Group does not use chemicals or other hazardous substances that fall under national or in- ternational restrictions. Additionally, for products produced from plastic materials in their primary form, emissions from the manufacturing of these plastic materials remain within or below the emission levels associated with the ranges of Best Avail- able Techniques (BAT-AEL) determined in relevant Best Available Techniques (BAT) conclusions, on a case-by-case basis (com- mon wastewater and exhaust gas treat- ment systems, regarding emissions to water, in relation to emissions to the atmo- sphere from new installations, etc.). Compliance with the criteria of Protec- tion and Restoration of Biodiversity and Ecosystems, is established since the Group’s facilities have in force all the en- vironmental permits for their operation, where applicable. Both economic activity 3.6 and economic activity 1.1 are taxono- my eligible and aligned, as they match the following criteria: • Substantial contribution to the Ad- aptation to Climate Change (activity 3.6) and the Transition to a Circular Economy (activity 1.1), based on the Technical Screening Criteria. • They do not cause significant harm (DNSH) to the other five environmen- tal objectives. • They fulfill the Minimum Safeguards (MS), as referred to in the Taxonomy Regulation. Definitions of Turnover KPI, CapEx KPI and OpEx KPI Turnover as referred to in the EU Tax- onomy Regulation is defined as net rev- enues pursuant to IFRS as stated in the consolidated income statement and only referring to fully consolidated subsidiaries. Taking into account that the Group does not perform any of the activities related to natural gas and nuclear energy (activities 4.26-4.31), the specific standards intro- duced by the Supplementary Delegated Act regarding activities in certain energy sectors are not used. Based on point 1.2.3 of Annex 1 of the Delegated Regulation Page 170 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise (EU) 2021/2178, Key Performance Indicator of the joint ventures will not be presented in the context of this report. The proportion of Taxonomy-aligned eco- nomic activities in our total turnover has been calculated as the part of net turnover derived from products and services asso- ciated with Taxonomy-aligned economic activities (numerator) divided by the net turnover (denominator) for the financial year from 1 January to 31 December 2023. The denominator of the turnover KPI is based on the consolidated net turnover in accordance with paragraph 82(a) of IAS 1. For further details on the accounting pol- icies regarding the consolidated net turn- over, please refer to the relevant section of the Annual Financial Report 2023. The numerator of the turnover KPI is de- fined as the net turnover derived from products and services associated with Tax- onomy-aligned economic activities, that is: • Activity 3.6 “Manufacture of other low carbon technologies” generates net turnover from the sale of technical fi- bers. CapEx as referred to in the EU Taxonomy Regulation is calculated on a gross basis, i.e. without accounting for remeasure- ments, depreciation and amortization, or impairment losses. CapEx comprises in- vestments in non-current intangible assets and in property, plant and equipment as presented in the consolidated statement of financial position. The CapEx KPI is de- fined as Taxonomy-aligned CapEx (numer- ator) divided by the total CapEx (denomi- nator). Total CapEx consists of additions to tangi- ble and intangible fixed assets during the financial year, before depreciation, amor- tization, and any remeasurements, includ- ing those resulting from revaluations and impairments, as well as excluding changes in fair value. It includes acquisitions of tan- gible fixed assets (IAS 16), intangible fixed assets (IAS 38), right-of-use assets (IFRS 16) and investment properties (IAS 40). Addi- tions resulting from business combinations are also included. Goodwill is not included in CapEx, because it is not defined as an intangible asset in accordance with IAS 38. For further details on the accounting pol- icies regarding CapEx, please refer to the relevant section of the Annual Financial Report 2023. The numerator consists of the following categories of Taxonomy-eligible CapEx: a) CapEx related to assets or processes that are associated with Taxonomy-aligned economic activities (“category a”): • CapEx invested into the following ar- eas is considered in the numerator of the CapEx KPI: Buildings, Equipment, Machinery, intangible assets. b) CapEx that is part of a plan to upgrade a Taxonomy-eligible economic activi- ty to become Taxonomy-aligned or to expand a Taxonomy-aligned econom- ic activity (“category b”): • Thrace Group does not have CapEx for FY 2023, under this category. c) CapEx related to the purchase of out- put from Taxonomy-aligned econom- ic activities and individual measures enabling certain target activities to become low-carbon or to lead to GHG reductions (“category c”): • The Group does not have CapEx for FY 2023, under this category. The Group’s CapEx can be reconciled to our consolidated financial statements. They are the total of the movement types (acquisition and production costs): • additions • additions from business combinations Annual Financial Report as of 31.12.2023 Page 171 of 292 Amounts in thousand Euro, unless stated otherwise for intangible assets, right-of-use assets, property, plant and equipment, and in- vestment properties. For both CapEx and OpEx KPI calcula- tions associated with Taxonomy-aligned economic activities, double counting was avoided. To achieve this, only CapEx (and the corresponding OpEx) related to mar- ket outflows and individual measures associated with assets or processes con- cerning the Taxonomy-aligned economic activities were measured once. These in- clude the production buildings and offices of the Group, the mechanical equipment, and the vehicles. Whenever an individu- al investment is considered aligned with the Taxonomy, the relevant percentage of CapEx is not recorded also in a (partially) Taxonomy-aligned economic activity, to avoid double counting. OpEx as referred to in the EU Taxonomy Regulation includes expenses not eligible for capitalization that are presented in the consolidated income statement, such as expenses for research and development, building refurbishment measures, short term leases, maintenance and repairs, and all other direct expenses resulting from the maintenance of property, plant and equip- ment in order to safeguard the operating capability of taxonomy-eligible assets. OpEx KPI is defined as Taxonomy-aligned OpEx (numerator) divided by the total OpEx (denominator). Total OpEx consists of direct non-capitalized costs that relate to research and development, building renovation measures, short-term leases as well as all forms of maintenance and repair. This includes: • Research and development expendi- ture recognized as an expense during the reporting period in our income statement. • Maintenance and repair expenses that were carried out at the facilities of the Group • The volume of non-capitalized leases was determined in accordance with IFRS 16 and includes expenses for short-term leases and low-value leas- es, as presented in the Annual Finan- cial Report. Key Performance Indicators 3 Turnover CapEx OpEx 2022 2023 2022 2023 2022 2023 Total (in mil. €) 394.38 345.37 37.97 31.36 9.44 15.77 taxonomy - aligned (in mil. €) 154.20 135.61 21.72 10.03 3.89 7.02 % 39.1 39.3 57. 2 32.0 41.1 44.5 taxonomy - eligible (in mil. €) 154.20 135.61 21.72 10.03 3.89 7.02 % 39.1 39.3 57. 2 32.0 41.1 44.5 not taxonomy - eligible (in mil. €) 240.18 209.76 16.25 21.33 5.56 8.75 % 60.9 60.7 42.8 68.0 58.9 55.5 3 Values for the Taxonomy aligned activities: CCA 3.6 Manufacture of other low carbon Technologies and CE 1.1 Manufacture of packaging plastic goods Page 172 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Upgrade and expansion plan The Group’s facilities are constantly up- graded so that they remain safe and func- tional, while also meeting the Group’s needs due to the ongoing investments in mechanical equipment and photovoltaic panels. OpEx KPI – Quantitative breakdown of the numerator The following table shows the breakdown of the OpEx numerator into its compo- nents based on the definition of OpEx in the Disclosures Delegated Act. It is noted that in relation to 2022, the cost of main- tenance and repair wages is also included: Quantitative breakdown of OpEx numerator OpEx (in mil. €) R&D costs 1.07 Maintenance and repair 2.99 Maintenance and repair wages 2.78 Short term lease 0.18 Total 7.02 Contextual Information Turnover KPI - Quantitative breakdown of the numerator A quantitative breakdown of the numerator for the turnover KPI is presented in the fol- lowing table. Quantitative breakdown of turnover numerator Turnover (in mil. €) Customer contracts 135.61 Other revenue 0 Total 135.61 CapEx KPI – Quantitative breakdown at the economic activity aggregated level For FY 2023, Taxonomy-aligned CapEx is associated with activities CCA 3.6 and CE 1.1. The following table presents breakdown of the amounts included in the numerator. Quantitative breakdown of the CapEx numerator Activity CapEx (in mil. €) Tangible additions 9.66 Intangibles additions 0.04 Right of use additions 0.33 Sum 10.03 Annual Financial Report as of 31.12.2023 Page 173 of 292 Amounts in thousand Euro, unless stated otherwise 12.8.2 Minimum Safeguards The Group focuses strongly on labor top- ics, such as workers’ rights, health and safety in the workplace, training, and edu- cation of employees. It also acknowledges the influence and opportunities created by the Group activities in local communities. The taxonomy-alignment evaluates the compliance with the Minimum Safeguards (MS). The economic activities of Group are car- ried out in alignment with: • the OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines) • the UN Guiding Principles on Business and Human Rights (UNGPs), including the principles and rights set out in the eight fundamental conventions identi- fied in the Declaration of the Interna- tional Labor Organization on Funda- mental Principles and Rights at Work • the International Bill of Human Rights. The scope of the MS covers the following four topics: • human rights (including labor and consumer rights) • corruption and bribery • taxation • fair competition The Group’s approach, to assess compli- ance with MS, consists of two (2) stages. The implementation of adequate process- es for the prevention of negative impacts is the 1st stage and the monitoring of the outcomes is the 2nd one. Human Rights (Including labor and consumer rights) The Group is committed to full compli- ance with the current regulatory frame- work, the Internal Operating Regulation, and the Group Policies. Furthermore, it is committed to zero tolerance on issues concerning human rights. The Group, through its Code of Ethical Conduct and Deontology, has established principles for respecting human rights, where it com- mits to zero tolerance for harassment in the workplace, any form of discrimination, and phenomena of forced and child labor across the entire value chain. It also com- mits to resolving complaints and treating employees in a fair and impartial manner and has established guidelines and inter- nal regulations that refer to human rights and informs employees through the Inter- nal Labor Regulation. Taxation The Group aims in producing and distrib- uting, through its business activities and high-performance levels both directly and indirectly, economic value to the commu- nities in which it operates, placing special emphasis on: • Strengthening the economies of the countries it operates in, through the cash flows it generates to stakehold- ers, namely tax payments, payments to suppliers, salary payments to em- ployees, dividends to shareholders and investments in local communities. • Meeting the needs of societies that surround the Group facilities and are affected by its activities. • Creating employment opportunities through the direct and indirect cre- ation and maintenance of job posi- tions through the value chain. Corruption and bribery The Group is committed to zero toler- ance on issues of corruption and bribery. To achieve this, a comprehensive frame- work of principles and policies have been Page 174 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise adopted, that ensure transparency and responsible operation, conducts relevant updates and checks on an annual basis through the Internal Audit Department, has determined disciplinary measures, and has constituted the Audit Committee. The Group has adopted and follows a comprehensive framework of principles and policies that ensure its transparency and responsible operation. To ensure the avoidance of incidents of corruption and bribery, it operates preventively, conduct- ing relevant updates and checks on an annual basis through the Internal Audit Department. Disciplinary measures have been determined to discourage participa- tion in a similar incident. Fair Competition The Group is firmly committed to con- ducting its business activity with integri- ty, always taking into account the highest standards of ethics and the laws in effect. The Code of Ethics and Conduct specifies the standards of behavior required by the employees of the companies of the Group in every country where the Group is oper- ating. The basic principles of the Code are listed: • Business ethics • Respect of human rights • Diversity and equal representation • Compliance with the laws and social norms • Product quality • Promotion of fair and free competition • Avoidance of conflict of interest • Accuracy and completeness of finan- cial information • Protection of corporate tangible assets • Transparent and legitimate collabora- tion with the public authorities • Realization of all transactions with integrity and protection against corruption • Data protection and confidentiality • Good labor relations • Safety, health and environmental protection • Circular economy and climate change • Social contribution Annual Financial Report as of 31.12.2023 Page 175 of 292 Amounts in thousand Euro, unless stated otherwise Annexes Proportion of Turnover from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2023 Page 176 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Proportion of CapEx from products or services associated with Taxonomy-aligned eco- nomic activities - disclosure covering year 2023 Annual Financial Report as of 31.12.2023 Page 177 of 292 Amounts in thousand Euro, unless stated otherwise Proportion of OpEx from products or services associated with Taxonomy-aligned eco- nomic activities - disclosure covering year 2023 Page 178 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Index of Abbreviations ATHEX ESG Athens Stock Exchange Environmental, Social, and Governance Guide BRC (Brand Reputation Compliance) Global Standard for Food Safety CDP International non-profit organization assisting companies in disclosing their environmental impacts EcoVadis Company assessment organization for non-financial information and responsible business conduct EPD (Environmental Product Declaration) Declaration disclosing environmental information about a product ESG Environmental, social, and corporate governance EuCertPlus Certification focusing on traceability of plastic materials and recycled content quality in final products FDA (Food and Drug Administration) International organization responsible for protecting and promoting public health GRI (Global Reporting Initiative) International standard for sustainability reporting. Core option is followed in this report. IFS (International Food Standard) International standard for food safety and quality certification In the Loop Platform for upgrading plastic waste recycling ISO (International Standardization Organization) International standards organization LCA (Life Cycle Assessment) Method of analyzing the life cycle of a product Nasdaq ESG Global reference guide for environmental, social, and governance (ESG) for public and private companies RecyClass Certification for traceability of recycled content in plastic products SASB (Sustainability Accounting Standards Board) International standards for sustainability information disclosure SBTi (Science Based Targets initiative) International initiative providing clearly defined methodology for emission reduction in line with the Paris Agreement goals SDGs (Sustainable Development Goals) United Nations Sustainable Development Goals TCFD (Task Force on Climate-Related Financial Disclosures) International initiative developing recommendations for more effective disclosures related to climate change tCOe Greenhouse gas emissions in tons of carbon dioxide equivalent TUV OK Recycled Certification scheme defining requirements for calculating recycled content of plastic products Annual Financial Report as of 31.12.2023 Page 179 of 292 Amounts in thousand Euro, unless stated otherwise Xanthi, 22 April 2024 The Chairman of the Board of Directors The Chief Executive Officer & Executive Member of the Board of Directors The Non-Executive Member of the Board of Directors Konstantinos St. Chalioris Dimitris P. Malamos Vasileios S. Zairopoulos Page 180 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Audit Report by Certied Auditor Annual Financial Report as of 31.12.2023 Page 181 of 292 Amounts in thousand Euro, unless stated otherwise III. ΕΚΘΕΣΗ ΑΝΕΞΑΡΤΗΤΟΥ ΟΡΚΤΟΥ ΕΛΕΓΚΤΗ ΛΟΓΙΣΤΗ PricewaterhouseCoopers SA, T: +30 210 6874400, www.pwc.gr Athens: 260 Kifissias Avenue & 270 Kifissias Avenue, 15232 Halandri | T:+30 210 6874400 Thessaloniki: 16 Agias Anastasias & Laertou, 55535 Pylaia | T: +30 2310 488880 Ioannina: 2 Plateia Pargis (or 23 Pyrsinella), 1st floor, 45332 | T: +30 2651 313376 Patra: 2A 28is Oktovriou & Othonos Amalias, 26223 | T: +30 2616 009208 Independent auditor’s report To the Shareholders of “Thrace Plastics Co S.A.” Report on the audit of the separate and consolidated financial statements Our opinion We have audited the accompanying separate and consolidated financial statements of “Thrace Plastics Co S.A.” (Company and Group) which comprise the separate and consolidated statement of financial position (or balance sheet) as of December 31, 2023, the separate and consolidated statements of profit or loss and other comprehensive income (or profit or loss, comprehensive income), changes in equity and cash flow statements for the year then ended, and notes to the separate and consolidated financial statements, comprising material accounting policy information. In our opinion, the consolidated financial statements present fairly, in all material respects the separate and consolidated financial position of the Company and the Group as at December 31, 2023, their separate and consolidated financial performance and their separate and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union and comply with the statutory requirements of Law 4548/2018. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have been transposed into Greek Law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the separate and consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence During our audit we remained independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) that has been transposed into Greek Law, and the ethical requirements of Law 4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our other ethical responsibilities in accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA Code. We declare that the non-audit services that we have provided to the Company and its subsidiaries are in accordance with the aforementioned provisions of the applicable law and regulation and that we have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No 537/2014. The non-audit services that we have provided to the Company and its subsidiaries, during the year ended as at December 31, 2023, are disclosed in the note 3.30 to the separate and consolidated financial statements. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and consolidated financial statements of the year under audit. These matters Page 182 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Provisions for Employee benefits (Consolidated Financial Statements) In the consolidated statement of financial position is included an amount of €9,5 million related to net benefit from funded defined benefit plans of foreign components as at 31 December 2023. The future benefits are discounted at present value after deducting the fair value of the assets of the funded programs. The present value of post-employment benefit obligations is contingent on certain factors determined on the basis of an actuarial valuation prepared by an independent actuary through the use of significant assumptions. The assumptions used to determine the net cost of post-employment benefits include, among others, the discount rate, inflation, and the average annual salary increase. Any changes in the assumptions may have a significant impact on the accounting for post-employment benefit accounting, making this item volatile, since it is significantly influenced by the change in the fair value of the assets of the funded programs. We focused on this item due to its significant value in the consolidated financial statements and due to the estimates and assumptions used by the management. Detailed information is provided in Notes 2.18 “Employee benefits” and 3.21 "Pension Liabilities” of the consolidated financial statements of the Group. • We evaluated the Group Accounting policy for defined benefit plans. • We investigated the matter by requesting from the Group's management detailed information in order to evaluate the assumptions adopted and the data used for the calculation of the provision. • We performed a detailed examination and evaluation of the actuarial valuation prepared for the calculation of the provision, in order to assess that it is in line with IFRS, with an emphasis on the reasonability of the assumptions used. • We critically assessed the method used and the assumptions used, as well as the hypotheses and sources of data defined by the management and used by the actuary, their cohesion and consistency compared to the previous year and we compared these assumptions with relative observable market information. • We agreed on the provision for staff benefits and the relative costs included in the financial statements with the actuarial valuation. • We found that the assumptions used were within a reasonable range and confirmed the appropriateness of the disclosures in the consolidated financial statements. • We confirmed that the relevant disclosures in the consolidated financial statements are adequate. Based on our work, no exceptions identified regarding the reasonableness of the assumptions. Impairment assessment of Goodwill (Consolidated Financial Statements) Annual Financial Report as of 31.12.2023 Page 183 of 292 Amounts in thousand Euro, unless stated otherwise In the consolidated statement of financial position as at 31 December 2023, the Group has goodwill of € 9,7 million as stated in note 3.13 "Intangible Assets" of the financial statements. Following initial recognition, the Group measures goodwill at cost less accumulated impairment losses. Goodwill is allocated on cash-generating units and an impairment test is carried out annually or more frequently if there is evidence of a possible impairment in the book value of the goodwill in relation to its recoverable value in accordance with IAS 36. Impairment is recognized directly as an expense in consolidated profit or loss and other comprehensive income and is not subsequently reversed. Management determines recoverable value of the cash generating units as the largest amount between the value in use and its fair value, minus any related costs of disposal. The calculation of the value in use of each cash-generating unit is performed by an independent valuer and requires management's estimation of the assumptions about the future results of the above cash- generating units, such as the growth rate in perpetuity, forecasts of expected sales quantities and prices, gross margin and discount rates. These assumptions vary due to the different market conditions in the countries in which the Group operates. We focused on this area due to the significant value of this item in the consolidated financial statements as well as the estimates and assumptions used by management in the context of performing the impairment assessment of goodwill. Detailed information on the impairment assessment of goodwill is provided in notes 2.3.1.3 "Estimation on impairment of goodwill”, 2.6.1 “Goodwill”, and 3.13 "Intangible assets" of the consolidated financial statements of the Group. Based on the impairment test performed by management, there was no need to recognize impairment loss on goodwill for the year ended 31 December 2023. We evaluated the overall impairment test performed by the management, including the process of reviewing and approving value in use models. We performed audit procedures to confirm that the impairment test for goodwill is generally based on accepted policies and on reasonable assumptions. In cooperation with our colleagues with valuation expertise, we performed the following audit procedures: • We examined the key assumptions of the Group, such as the growth rate of the cash generating units in perpetuity, projected sales volumes and prices, and gross profit margins used in the projected cash flow, comparing them with the trends of local markets and the assumptions used in previous years. • We evaluated the reliability of the forecasts used in the projected cash flows of the management, by comparing the actual performance against previous forecasts. • We found that the discount rate was determined within an acceptable range, assessing the cost of capital and borrowing costs per cash- generating unit and comparing the discount rates with industry and market data. • We examined the mathematical accuracy of the cash flow models and we agreed these with the relative investment plans. We assessed the impact on the value in use of the cash- generating units of a possible change in the key assumptions, such as growth rates, discount rates, sales volume and prices, and gross profit margins, and we found that the margin between book value and recoverable value was adequate. Based on the procedures performed, no exceptions were identified regarding the impairment test and we found that management's assumptions and estimates were within a reasonable range. In addition, we confirmed the appropriateness of the relevant disclosures in the consolidated financial statements. Οther Information The members of the Board of Directors are responsible for the Other Information. The Other Information, which is included in the Annual Report in accordance with Law 3556/2007, is the Statements of Board of Directors members and the Board of Directors Report (but does not include the financial statements and our auditor’s report thereon), which we obtained prior to the date of this auditor’s report. Our opinion on the separate and consolidated financial statements does not cover the Other Information and except to the extent otherwise explicitly stated in this section of our Report, we do not express an audit opinion or other form of assurance thereon. In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the Other Information identified above and, in doing so, consider whether the Other Information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We considered whether the Board of Directors Report includes the disclosures required by Law 4548/2018 and the Corporate Governance Statement required by article 152 of Law 4548/2018 has been prepared. Based on the work undertaken in the course of our audit, in our opinion: ● The information given in the the Board of Directors’ Report for the year ended at December 31, 2023 is consistent with the separate and consolidated financial statements, ● The Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150, 151, 153 and 154 of Law 4548/2018, ● The Corporate Governance Statement provides the information referred to items (c) and (d) of paragraph 1 of article 152 of Law 4548/2018. In addition, in light of the knowledge and understanding of the Company and Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Board of Directors’ Report and Other Information that we obtained prior to the date of this auditor’s report. We have nothing to report in this respect. Responsibilities of Board of Directors and those charged with governance for the separate and consolidated financial statements The Board of Directors is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union and comply with the requirements of Law 4548/2018, and for such internal control as the Board of Directors determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate and consolidated financial statements, the Board of Directors is responsible for assessing the Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company and Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s and Group’s financial reporting process. Auditor’s responsibilities for the audit of the separate and consolidated financial statements Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ● Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and Group’s internal control. ● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors. ● Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and Group to cease to continue as a going concern. ● Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. ● Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company and Group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the year under audit and are therefore the key audit matters. We describe these matters in our auditor’s report. Report on other legal and regulatory requirements Additional Report to the Audit Committee Our opinion on the accompanying separate and consolidated financial statements is consistent with our, as per article 11 of Regulation (EU) 537/2014 required, Additional Report to the Audit Committee of the Company. Appointment We were first appointed as auditors of the Company by the decision of the annual general meeting of shareholders on 12 May 2010. Our appointment has been renewed annually by the decision of the annual general meeting of shareholders for a total uninterrupted period of appointment of 14 years. Operating Regulation "The Company has an Operating Regulation in accordance with the content provided by the provisions of article 14 of Law 4706/2020". Assurance Report on the European Single Electronic Format We have examined the digital files of “Thrace Plastics Co S.A.” (hereinafter referred to as the “Company and / or Group”), which were compiled in accordance with the European Single Electronic Format (ESEF) defined by the Commission Delegated Regulation (EU) 2019/815, as amended by Regulation (EU) 2020/1989 (hereinafter “ESEF Regulation”), and which include the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2023, in XHTML format (213800J1QD8BIB2ICW19-2023-12-31-el.xhtml), as well as the provided XBRL file (213800J1QD8BIB2ICW19-2023-12-31-el.zip) with the appropriate marking up, on the aforementioned consolidated financial statements, including the other explanatory information (Notes to the financial statements). Regulatory framework The digital files of the European Single Electronic Format are compiled in accordance with ESEF Regulation and 2020 / C 379/01 Interpretative Communication of the European Commission of 10 November 2020, as provided by Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (hereinafter “ESEF Regulatory Framework”). In summary, this Framework includes the following requirements: ● All annual financial reports should be prepared in XHTML format. ● For consolidated financial statements in accordance with International Financial Reporting Standards, the financial information stated in the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the Statement of Cash Flows, as well as the financial information included in the other explanatory information, should be marked-up with XBRL 'tags' and ‘block tag’, according to the ESEF Taxonomy, as in force. The technical specifications for ESEF, including the relevant classification, are set out in the ESEF Regulatory Technical Standards. The requirements set out in the current ESEF Regulatory Framework are suitable criteria for formulating a reasonable assurance conclusion. Responsibilities of the management and those charged with governance The management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and the Group, for the year ended December 31, 2023, in accordance with the requirements set by the ESEF Regulatory Framework, as well as for those internal controls that management determines as necessary, to enable the compilation of digital files free of material error due to either fraud or error. Auditor’s responsibilities Our responsibility is to plan and carry out this assurance work, in accordance with no. 214/4 / 11.02.2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to the work and the assurance report of the Certified Public Accountants on the European Single Electronic Format (ESEF) of issuers with securities listed on a regulated market in Greece" as issued by the Board of Certified Auditors on 14/02/2022 (hereinafter "ESEF Guidelines"), providing reasonable assurance that the separate and consolidated financial statements of the Company and the Group prepared by the management in accordance with ESEF comply in all material respects with the current ESEF Regulatory Framework. Our work was carried out in accordance with the Code of Ethics for Professional Accountants of the International Ethics Standard Board for Accountants (IESBA Code), which has been transposed into Greek Law and in addition we have fulfilled the ethical responsibilities of independence, according to Law 4449/2017 and the Regulation (EU) 537/2014. The assurance work we conducted is limited to the procedures provided by the ESEF Guidelines and was carried out in accordance with International Standard on Assurance Engagements 3000, “Assurance Engagements other than Audits or Reviews of Historical Financial Information''. Reasonable assurance is a high level of assurance, but it is not a guarantee that this work will always detect a material misstatement regarding non-compliance with the requirements of the ESEF Regulation. Conclusion Based on the procedures performed and the evidence obtained, we conclude that the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2023, in XHTML file format (213800J1QD8BIB2ICW19-2023-12-31-el.xhtml), as well as the provided XBRL file (213800J1QD8BIB2ICW19-2023-12-31-el.zip) with the appropriate marking up, on the aforementioned consolidated financial statements, including the other explanatory information, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework. 23 April 2024 The Certified Auditor PricewaterhouseCoopers SA 260 Kifissias Avenue 152 32, Halandri Socrates Leptos - Bourgi SOEL Reg.No 113 SOEL Reg. No. 41541 ΕΤΗΣΙΕΣ ΧΡΗΜΑΤΟΟΙΚΟΝΟΜΙΚΕΣ ΚΑΤΑΣΤΑΣΕΙΣ ΧΡΗΣΕΣ 01.01.2023 – 31.12.2023 www.thracegroup.gr ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD 01.01.2023 – 31.12.2023 Page 190 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise IV. ANNUAL FINANCIAL STATEMENTS FOR THE PERIOD 01.01.2023 – 31.12.2023 Contents 1. Information about the Group 198 2. Basis for the Preparation of the Financial Statements and Main Accounting Principles 200 2.1 Basis of Preparation 200 2.2 New standards, amendments to standards and interpretations 201 2.3 Significant Accounting Estimations and Judgments of the Group’s Management 203 2.4 Basis of Consolidation 206 2.5 Tangible Assets 208 2.6 Intangible Assets 209 2.7 Non-Current Assets Held for Sale 210 2.8 Impairments of Non-Financial Assets 210 2.9 Inventories 210 2.10 Cash & cash equivalents 211 2.11 Foreign Exchange Translations 211 2.12 Acquisition of Treasury Shares 212 2.13 Dividends 212 2.14 Income 212 2.15 E xpenses 213 2.16 Leases 213 2.17 Income Tax 214 2.18 Employee Benefits 215 2.19 Provisions 216 2.20 Financial Assets 217 2. 21 Financial Liabilities 221 2.22 Suppliers and Other Creditors 219 2. 23 Equit y 219 STATEMENTS STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME 192 STATEMENT OF FINANCIAL POSITION 194 STATEMENT OF CHANGES IN EQUITY Group 195 STATEMENT OF CHANGES IN EQUITY Company 196 STATEMENT OF CASH FLOWS 197 Annual Financial Report as of 31.12.2023 Page 191 of 292 Amounts in thousand Euro, unless stated otherwise 3. Notes on the Financial Statements 220 3.1 Evolution and Performance of the Group 220 3.2 Segment Reporting 222 3.3 Other Operating Income 227 3.4 Other Gains / Losses 227 3.5 Analysis of Expenses (Production-Administrative-Sales & Distribution-Research & Development) 228 3.6 Payroll E xpenses 229 3.7 Other Operating Expenses 230 3.8 Financial income/(expenses) 231 3.9 Earnings per Share (Consolidated) 231 3.10 Income Tax 232 3.11 Property, Plant & Equipment (PP&E) 235 3.12 Lease s 239 3.13 Intangible Assets 242 3.14 Other Long-Term Receivables 246 3.15 Inventories 246 3.16 Trade and other receivables 247 3.17 Cash & cash equivalents 250 3.18 Share Capital and Share Premium Reserve 251 3.19 Reser ves 251 3.20 Bank D ebt 251 3.21 Pension Liabilities 253 3.22 Deferred Taxes 258 3.23 Suppliers and Other Short-Term Liabilities 260 3.24 Financial Derivative Products 261 3.25 Dividend 262 3.26 Transactions with Related Parties 263 3.27 Remuneration of Board of Directors 266 3.28 Investments 266 3.29 Commitments and Contingent Liabilities 269 3.30 Fees of auditing firms 269 3.31 Financial risks 270 3.32 Significant Events 277 3.33 Significant events after the Reporting Period 290 The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial Statements Page 192 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME Amounts in Euro thousand, unless stated otherwise Annual Financial Report as of 31.12.2023 Page 117 from 100 STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements Note 1/1 - 31/12/2023 1/1 - 31/12/2022 1/1 - 31/12/2023 1/1 - 31/12/2022 Turnover 345,373 394,382 5,600 5,658 Cost of Sales (268,304) (310,119) (5,173) (5,376) Gross profit/(loss) - continuing operations 77,069 84,263 427 282 Other Operating Income 3.3 2,766 Selling and Distribution Expenses 3.5 (38,835) (39,693) - - Administrative Expenses 3.5 (17,263) (16,966) (1,223) (1,160) Res earch and Development Expenses 3.5 (2,506) (2,295) - - Other Operating Expenses 3.7 (1,860) (1,577) (19) (6) Other gain / (losses) 3.4 (7) 909 (39) (2) Financial Income 3.8 Financial Expenses 3.8 (4,710) (4,417) (44) (55) Income from Dividends - - 12,029 13,478 Profit / (loss) from companies consolidated with the Equity Method 3.28 2,331 2,525 - - Profit/(loss) before Tax - continuing operations 21,336 32,068 12,364 12,775 Income Tax 3.10 Profit/(loss) after tax (Α) - continuing operations 18,326 26,270 11,070 11,171 Profit/(loss) after tax (Α) - discontinued operations - (35) - - Profit/(loss) after tax (Α) 18,326 26,235 11,070 11,171 Other Comprehensive Income (Loss) Items that may be classified in the future in the statement of income FX differences from SOFP balances translation 1,041 (4,791) - - Items that will not be classified in the future in the statement of income Actuarial profit/(loss) 1,345 6,745 (3) 11 Other comprehensive income after taxes (B) - continuing operations 2,386 1,954 (3) 11 Items that may be classified in the future in the statement of income FX differences from SOFP balances translation (14) 311 - - Items that will not be classified in the future in the statement of income Actuarial profit/(loss) - - - - Other comprehensive income after taxes (B) - discontinued operations (14) 311 - - Items that may be classified in the future in the statement of income FX differences from SOFP balances translation 1,027 (4,480) - - Items that will not be classified in the future in the statement of income Actuarial profit/(loss) 1,345 6,745 (3) 11 Other comprehensive income after taxes (B) 2,372 2,265 (3) 11 Total comprehensive income / (loss) after taxes (A) + (B) - continuing operations 20,712 28,224 11,067 11,182 Total comprehensive income / (loss) after taxes (A) + (B) - discontinued operations (14) 276 - - Total comprehensive income / (loss) after taxes (A) + (B) 20,698 28,500 11,067 11,182 Group 238 (515) (648) Operating Profit /(loss) before interest and tax - continuing operations (1,604) - 339 20,663 3,052 6,553 (3,010) (5,798) 894 (1,294) Company 27,407 4,065 The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial Statements Annual Financial Report as of 31.12.2023 Page 193 of 292 Amounts in thousand Euro, unless stated otherwise Contents STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME (continues from previous page) Amounts in Euro thousand, unless stated otherwise Annual Financial Report as of 31.12.2023 Page 118 from 100 STATEMENT OF INCOME AND OTHER COMPREHENSIVE INCOME (continues from previous page) The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements Continuing operations 1/1 - 31/12/2023 1/1 - 31/12/2022 1/1 - 31/12/2023 1/1 - 31/12/2022 Profit / (loss) after tax Attributed to: Equity holders of the parent Non controlling interest 559 493 - - Total comprehensive income / (loss) after taxes Attributed to: Equity holders of the parent 20,161 27,720 - - Non controlling interest 551 504 - - Discontinued operations Profit / (loss) after tax Attributed to: Equity holders of the parent - (35) - - Non controlling interest - - - - Total comprehensive income / (loss) after taxes Attributed to: Equity holders of the parent (14) 276 - - Non controlling interest - - - - Total Operations Profit / (loss) after tax Attributed to: Equity holders of the parent 17,767 25,742 - - Non controlling interest 559 493 - - Total comprehensive income / (loss) after taxes Attributed to: Equity holders of the parent 20,147 27,996 - - Non controlling interest 551 504 - - Profit/(loss) allocated to shareholders per share - continuing operations Number of shares 42,974 43,067 Earnings/(loss) per share 3.9 0.4134 0.5985 Profit/(loss) allocated to shareholders per share - discontinued operations Number of shares 42,974 43,067 Earnings/(loss) per share 3.9 0.0000 (0.0008) Profit/(loss) allocated to shareholders per share Number of shares 42,974 43,067 Earnings/(loss) per share 3.9 0.4134 0.5977 17,767 25,777 - - Group Company The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial Statements Page 194 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Amounts in Euro thousand, unless stated otherwise Annual Financial Report as of 31.12.2023 Page 119 from 100 STATEMENT OF FINANCIAL POSITION The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements Note 31/12/2023 31/12/2022 31/12/2023 31/12/2022 ASSETS Non-Current Assets Property Plant and Equipment 3.11 177,670 169,218 230 302 Rights-of-use assets 3.12 3,154 2,521 332 222 Investment property 113 113 - - Intangible Assets 3.13 10,316 10,357 87 148 Investments in subsidiaries 3.28 - - 73,858 73,858 Investments in joint ventures 3.28 20,475 19,921 3,819 3,819 Net benefit from funded defined benefit plans 3.21 9,533 7,169 - - Other long term recei va bl es 3.14 138 132 42 39 Deferred tax ass ets 3.2 326 357 126 119 Total non-Current Assets 221,725 209,788 78,494 78,507 Current Assets Inventori es 3.2 72,003 76,415 - - Income tax prepaid 956 1,984 866 25 Tra de recei vabl es 3.2 62,179 64,769 511 55 Other debtors 3.2 21,523 11,945 3,190 4,105 Financial derivative products 3.2 77 284 - - Cash and Cash Equivalents 3.2 27,801 39,610 242 1,427 Total Current Assets 184,539 195,007 4,809 5,612 TOTAL ASSETS 406,264 404,795 83,303 84,119 EQUITY AND LIABILITIES Equity Share Capital 3.2 28,869 28,869 28,869 28,869 Share premi um 3.19 21,524 21,524 21,644 21,644 Other reserves 3.19 23,053 20,992 12,613 12,291 Retained earnings 199,204 192,355 17,232 18,024 Total Shareholders' equity 272,650 263,740 80,358 80,828 Non controlling interest 4,404 4,121 - - Total Equity 277,054 267,861 80,358 80,828 Long Term Liabilities Long Term Debt 3.20 27,790 31,641 - - Liabilities from leases 3.1 1,885 1,470 179 76 Provi s i ons for Employee Benefits 3.21 1,658 1,385 99 79 Other provisions - - 279 283 Deferred Tax Liabilities 3.2 7,910 9,660 - - Other Long Term Liabilities 518 174 1 1 Total Long Term Liabilities 39,761 44,330 558 439 Short Term Liabilities Short Term Debt 3.20 26,555 26,989 - 1,022 Liabilities from leases 3.1 1,140 967 143 147 Income Tax 1,914 1,048 615 56 Suppliers 3.23 38,462 40,630 364 295 Other short-term liabilities 3.23 21,378 22,970 1,265 1,332 Total Short Term Liabilities 89,449 92,604 2,387 2,852 TOTAL LIABILITIES TOTAL EQUITY & LIABILITIES Company Group 129,210 136,934 2,945 3,291 406,264 404,795 83,303 84,119 STATEMENT OF FINANCIAL POSITION The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial Statements Annual Financial Report as of 31.12.2023 Page 195 of 292 Amounts in thousand Euro, unless stated otherwise Contents STATEMENT OF CHANGES IN EQUITY Group Amounts in Euro thousand, unless stated otherwise Annual Financial Report as of 31.12.2023 Page 120 from 100 STATEMENT OF CHANGES IN EQUITY The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements Group 28,869 21,524 33,286 (2,291) (7,499) 174,631 248,520 3,730 252,250 - - - - - 25,742 25,742 493 26,235 - - - - (4,480) 6,737 2,257 8 2,265 - - 1,834 - - (1,834) - - - - - - - - (11,750) (11,750) (113) (11,863) Transfers - - 1,162 - - (1,162) - - - - - - - - (9) (9) 3 (6) - - - (1,020) - - (1,020) - (1,020) - - 2,996 (1,020) (4,480) 17,724 15,220 391 15,611 28,869 21,524 36,282 (3,311) (11,979) 192,355 263,740 4,121 267,861 28,869 21,524 36,282 (3,311) (11,979) 192,355 263,740 4,121 267,861 - - - - - 17,767 17,767 559 18,326 - - - - 1,035 1,345 2,380 (8) 2,372 - - 957 - - (957) - - - - - - - - (11,300) (11,300) (268) (11,568) - - - - - - - - - - - 306 - - (6) 300 - 300 - - - (237) - - (237) - (237) - - 1,263 (237) 1,035 6,849 8,910 283 9,193 28,869 21,524 37,545 (3,548) (10,944) 199,204 272,650 4,404 277,054 Changes during the period Formation of statutory reserve Other comprehensive income Balance as at 01/01/2023 Profit / (losses) for the period Transfers Dividends Other changes Share Capital Other comprehensive income Total Total Equity FX translation reserves Other changes Formation of statutory reserve Attributed to the shareholders of the Parent Company Share Premium Non controlling interest Other Reserves Treasury shares reserves Retained earnings Balance as at 01/01/2022 Changes during the period Profit / (losses) for the period Purchase of treasury shares Dividends Purchase of treasury shares Balance as at 31/12/2023 Balance as at 31/12/2022 The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial Statements Page 196 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents STATEMENT OF CHANGES IN EQUITY (continues from previous page) Company Amounts in Euro thousand, unless stated otherwise Annual Financial Report as of 31.12.2023 Page 121 from 100 STATEMENT OF CHANGES IN EQUITY (continues from previous page) The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements Company 28,869 21,644 14,880 (2,291) 16 19,297 82,415 - - - - - 11,171 11,171 - - - - - 11 11 - - 706 - - (706) - - - - - - (11,750) (11,750) - - - - - 1 1 - - - (1,020) - - (1,020) - - 706 (1,020) - (1,273) (1,587) 28,869 21,644 15,586 (3,311) 16 18,024 80,828 28,869 21,644 15,586 (3311) 16 18,024 80,828 - - - - - 11,070 11,070 - - - - - (3) (3) - - 559 - - (559) - - - - - - (11,300) (11,300) - - - - - - - - - (237) - - (237) - - 559 (237) - (792) (470) 28,869 21,644 16,145 (3,548) 16 17,232 80,358 Balance as at 01/01/2022 Share Capital Share Premium Other Reserves Changes during the period Formation of statutory reserve Other comprehensive income Total Equity Treasury shares reserves FX translation reserves Retained earnings Balance as at 31/12/2023 Dividends Balance as at 31/12/2022 Formation of statutory reserve Balance as at 01/01/2023 Purchase of treasury shares Other changes Other changes Other comprehensive income Dividends Profit / (losses) for the period Purchase of treasury shares Changes during the period Profit / (losses) for the period The accompanying notes that are presented in pages 198-292 form an integral part of the present Financial Statements Annual Financial Report as of 31.12.2023 Page 197 of 292 Amounts in thousand Euro, unless stated otherwise Contents Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise STATEMENT OF CASH FLOWS The accompanying notes that are presented in pages 152-237 form an integral part of the present Financial Statements 1/1 - 31/12/2023 1/1 - 31/12/2022 1/1 - 31/12/2023 1/1 - 31/12/2022 Cash flows from Operating Activities Profit before Taxes and Non controlling interest - continuing operations 21,336 32,068 12,364 12,775 Profit before Taxes and Non controlling interest - discontinued operations - (16) - - Plus / (minus) adjustments for: Depreci ati on 309 Provisions (686) (1,262) 48 (111) Grants (182) (71) - - FX di fferences 155 (709) 10 10 (Gain)/loss from sale of property, plant and equipment (67) (41) - (8) Income from dividends - - (12,029) (13,478) Impai rment of fi xed as s ets 28 - - - Interes t & s i mi l a r (i ncome) / expens es 1,658 (2,136) (850) 55 (Profit) / loss from companies consolidated with the Equity method (2,331) (2,525) - - Operating Profit before adjustments in working capital 43,265 46,161 (205) (448) (Increa se)/decrea s e in recei vabl es 7,132 (1,431) 1,320 241 (Increa se)/decrea s e i n i nventori es 4,161 (5,590) - - Increa s e/(decreas e) in l i abi l i ti es (apart from ba nks-ta xes ) (3,534) (19,359) (180) (920) Cash generated from Operating activities 51,024 19,781 935 (1,127) Interes t Pai d (2,917) (1,790) (23) (41) Other financial income/(expenses) 1,422 4,250 883 (11) Taxes paid (2,931) (9,218) (496) (1) Cash flows from operating activities (a) 46,598 13,023 1,299 (1,180) Investing Activities Proceeds from sales of property, plant and equipment and intangible assets 170 110 - 10 Interes t recei ved 463 17 1 - Divi dends recei ved 1,171 1,152 13,057 11,141 Purchase of property, plant and equipment and intangible assets (30,022) (37,852) (12) (51) Investment grants 1,548 71 - - Cash flow from investing activities (b) (26,670) (36,502) 13,046 11,100 Financing activities Ti me deposi ts (13,269) - - - Proceeds from loans 9,175 47,691 - 1,000 Purchase of treasury shares (237) (1,020) (237) (1,020) Repayment of loans (12,275) (37,619) (1,000) (1,500) Payments for l ea s es (1,177) (949) (153) (124) Dividends paid (14,407) (7,100) (14,140) (6,986) Cash flow from financing activities (c) (32,190) 1,003 (15,530) (8,630) Net increase /(decrease) in Cash and Cash Equivalents (12,262) (22,476) (1,185) 1,290 Cash and Cash Equivalents at beginning of period 3.17 39,610 63,240 1,427 137 Effect from changes in foreign exchange rates on cash reserves 453 (1,154) - - 3.17 Group Company 39,610 242 27,801 Cash and Cash Equivalents at end of period 1,427 23,354 20,853 252 STATEMENT OF CASH FLOWS Page 198 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents The company THRACE PLASTICS CO S.A. as it was renamed following the approval and the amendment of its name on GEMI (hereinafter the “Company”) was founded in 1977. It is based in Magiko of municipali- ty 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 GEMI Reg. No. 12512246000. The purpose of the Company and its main objective is to participate in the share cap- ital of companies and to finance compa- nies of any legal form, kind and objective, either listed or non-listed on organized market, as well as the provision of Ad- ministrative - Financial - IT Services to its Subsidiaries. The Company is the parent of a 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 Stock Exchange since June 26, 1995. The company’s shareholders, with equity stakes above 5%, as of 31.12.2023 were the following: 1. Information about the Group SHARES IN JOINT SHARES OUTSIDE TOTAL VOTING LAST NAME NAMEINVESTOR SHARES JOINT INVESTOR SHARESRIGHTS(K.E.M.)SHARES (K.E.M.)Chalioris Konstantinos 41.15% 2.13% 43.29% 43.29%Chaliori Effimia - 20.85% 20.85% 20.85%Chalioris Alexandros 20.58% 0.48% 21.06% 0.48%Chalioris Stavros 20.58% 0.48% 21.06% 0.48% * the relevant announcement was posted on the Company’s website on 10 March 2023 and is summarized as follows: Mr. Konstantinos Chalioris, shareholder and Chair- man of the Board of Directors of the Company, transferred from his individual Investment Account, to two “Joint Investor Shares” (KEM), the first one jointly created with his son Alexandros Chalioris and the second one jointly created with his son Stavros Chalioris (himself being the first beneficiary in both “Joint Investor Shares”), a total of 18,000,983 com- mon registered shares with voting rights, i.e. a per- centage of 41.153% of a total of 43,741,452 common registered shares with voting rights of the Company. Following the above, there was absolutely no change in the number and percentage of shares and voting rights controlled by Mr. Konstantinos Chalio- ris, who holds a total of 18,936,558 common regis- tered shares with voting rights of the Company (and the same number of voting rights) a percentage of 43.292%. More specifically, he holds 18,000,983 common registered shares through the aforemen- tioned “Joint Investor Share” and 935,575 common registered shares with voting rights (percentage 2.139%) through his Personal Investment Account. Mr. Stavros Chalioris, son of Konstantinos, due to his participation in the aforementioned “Joint In- vestor Share” (which he holds jointly with Konstan- tinos Chalioris) holds 9,000,491 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage 0.484%) in his Per- sonal Investment Account and, Mr. Alexandros Chalioris, son of Konstantinos, due to his participation in the aforementioned “Joint In- vestor Share” (which he holds jointly with Konstan- tinos Chalioris) holds 9,000,492 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage of 0.484%) in his Per- sonal Investment Account. Annual Financial Report as of 31.12.2023 Page 199 of 292 Amounts in thousand Euro, unless stated otherwise Contents The structure of the Group as of 31st December 2023 was as follows: Ownership Ownership Consolida-Company Registered OfficesPercentage of Percentage tion MethodParent Companyof GroupThrace Plastics CO S.A. GREECE-Xanthi Parent - Full Don & Low LTD SCOTLAND-Forfar 100.00% 100.00% Full Thrace Nonwovens & Geosynthetics Single Person GREECE-Xanthi 100.00% 100.00% FullS.A. Saepe LTD CYPRUS-Nicosia - 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 SRLROMANIA - 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 LTDN. IRELAND-Belfast100.00% 100.00% FullThrace Synthetic Packaging LTDIRELAND - 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 The Group maintains production and trade facilities in Greece, United Kingdom, Ireland, Sweden, Norway, Serbia, Bulgaria, U.S.A. and Romania. The Group, including its joint ventures, employed a total of 2,091 employees as of December 31, 2023, of which 1,263 were employed in Greece. Page 200 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 2.1 Basis of Preparation The present financial statements have been prepared according to the Inter- national Financial Reporting Standards (I.F.R.S.), including the International Ac- counting Standards (I.A.S.) and interpreta- tions that have been issued by the Interna- tional Financial Reporting Interpretations Committee (I.F.R.I.C.), as such have been adopted by the European Union until 31 December 2023. The basic accounting principles that were applied for the prepa- ration of the financial statements for the year ended on 31 December 2023 are the same as those applied for the preparation of the financial statements for the year ended on 31 December 2022 and are de- scribed in such. When deemed necessary, the compara- tive data have been reclassified in order to conform to possible changes in the pres- entation of the data of the present year. Differences that possibly appear between accounts in the financial statements and the respective accounts in the notes, are due to rounding. The financial statements have been pre- pared according to the historic cost princi- ple, as such is disclosed in the Company’s accounting principles presented below. Moreover, the Group’s and Company’s fi- nancial statements have been prepared under the “going concern” principle taking into account the significant profitability of the Group and the Company and all mac- roeconomic and microeconomic factors as well as their impact on the smooth opera- tion of the Group and the Company. The financial statements were approved by the Board of Directors of the Company on April 22, 2024 and are subject to ap- proval by the next Ordinary General Meet- ing which will convene within the year 2024. The financial statements of the Group THRACE PLASTICS Co. S.A. as well as of the parent company are posted on the inter- net, on the website www.thracegroup.gr. 2. Basis for the Preparation of the Financial Statements and Main Accounting Principles Annual Financial Report as of 31.12.2023 Page 201 of 292 Amounts in thousand Euro, unless stated otherwise Contents Certain new standards, amendments to standards and interpretations have been issued that are mandatory for periods be- ginning on or after 1 January 2023. STANDARDS AND INTERPRETATIONS EFFECTIVE FOR THE CURRENT FINANCIAL YEAR IAS 1 (Amendments) ‘Presentation of Financial Statements’ and IFRS Practice Statement 2 ‘Disclosure of Accounting policies’ (effective for annual periods begin- ning 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 ac- counting policy disclosures. IAS 8 (Amendments) ‘Accounting poli- cies, Changes in Accounting Estimates and Errors: Definition of Accounting Es- timates’ (effective for annual periods begin- ning on or after 1 January 2023) The amendments clarify how companies should distinguish changes in account- ing policies from changes in accounting estimates. IΑS 12 (Amendments) ‘Deferred tax re- lated to Assets and Liabilities arising from a Single Transaction’ (effective for annual periods beginning on or after 1 Janu- ary 2023) The amendments require companies to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. This will typically apply to transactions such as leases for the lessee and decommissioning obligations. IFRS 17 (Amendment) ‘Initial Applica- tion of IFRS 17 and IFRS 9 – Comparative Information’ (effective for annual periods beginning on or after 1 January 2023) The amendment is a transition option re- lating to comparative information about financial assets presented on initial appli- cation of IFRS 17. The amendment is aimed at helping entities to avoid temporary ac- counting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of finan- cial statements. IAS 12 ‘Income taxes’ (Amendments): International Tax Reform – Pillar Two Model Rules (effective for annual periods beginning on or after 1 January 2023) The amendments introduce a mandatory temporary exception from accounting for deferred taxes arising from the Organiza- tion for Economic Co-operation and Devel- opment’s (OECD) international tax reform. The amendments also introduce targeted disclosure requirements. The temporary exception applies imme- diately and retrospectively in accordance with IAS 8, whereas the targeted disclosure requirements will be applicable for annual reporting periods beginning on or after 1 January 2023. The aforementioned amended standards did not have any significant impact on the financial statements of the Group and the Company 2.2 New standards, amendments to standards and interpretations Page 202 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents STANDARDS AND INTERPRETATIONS EFFECTIVE FOR SUBSEQUENT PERIODS IAS 1 ‘Presentation of Financial State- ments’ (Amendments) (effective for an- nual periods beginning on or after 1 January 2024) • 2020 Amendment ‘Classification of liabilities as current or non-cur- rent’ 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 pe- riod. Classification is unaffected by the expectations of the entity or events after the reporting date. The amend- ment also clarifies what IAS 1 means when it refers to the ‘settlement’ of a liability. • 2022 Amendments ‘Non-current liabilities with covenants’ The new amendments clarify that if the right to defer settlement is subject to the entity complying with specified conditions (covenants), this amend- ment will only apply to conditions that exist when compliance is measured on or before the reporting date. Addition- ally, the amendments aim to improve the information an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve months after the reporting period. The 2022 amendments changed the effective date of the 2020 amend- ments. As a result, the 2020 and 2022 amendments are effective for annual reporting periods beginning on or after 1 January 2024 and should be applied retrospectively in accordance with IAS 8. As a result of aligning the effective dates, the 2022 amendments override the 2020 amendments when they both become effective in 2024. IFRS 16 (Amendment) ‘Lease Liability in a Sale and Leaseback’ (effective for an- nual periods beginning on or after 1 January 2024) The amendment clarifies how an entity ac- counts for a sale and leaseback after the date of the transaction. Sale and leaseback transactions where some or all the lease payments are variable lease payments that do not depend on an index or rate are most likely to be impacted. An entity applies the requirements retrospectively back to sale and leaseback transactions that were entered into after the date when the entity initially applied IFRS 16. IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instruments’ (Amend- ments) - Disclosures: Supplier Finance Arrangements (effective for annual periods beginning on or after 1 January 2024) The amendments require companies to disclose information about their Supplier Finance Arrangements such as terms and conditions, carrying amount of financial li- abilities that are part of such arrangements, ranges of payment due dates and liquidity risk information. The amendments have not yet been endorsed by the EU. IAS 21 ‘The Effects of Changes in For- eign Exchange Rates’ (Amendments) - Lack of exchangeability (effective for an- nual periods beginning on or after 1 January 2025) These amendments require companies to apply a consistent approach in assess- ing whether a currency can be exchanged into another currency and, when it can- not, in determining the exchange rate to use and the disclosures to provide. The Annual Financial Report as of 31.12.2023 Page 203 of 292 Amounts in thousand Euro, unless stated otherwise Contents amendments have not yet been endorsed by the EU. IFRS 18 ‘‘Presentation and Disclosure in Financial Statements’ (effective for an- nual periods beginning on or after 1 January 2027) IFRS 18 was issued in April 2024. It sets out requirements on presentation and disclo- sures in financial statements and replaces IAS 1. Its objective is to make it easier for investors to compare the performance and future prospects of entities by changing the requirements for presenting informa- tion in the primary financial statements, particularly the statement of profit or loss. The new standard: • requires presentation of two new de- fined subtotals in the statement of profit or loss—operating profit and profit before financing and income taxes. • requires disclosure of management- defined performance measures—sub- totals of income and expenses not specified by IFRS that are used in pub- lic communications to communicate management’s view of an aspect of a company’s financial performance. To promote transparency, a company will be required to provide a reconciliation between these measures and totals or subtotals specified by IFRS. • enhances the requirements for ag- gregation and disaggregation to help a company to provide useful information. • requires limited changes to the state- ment of cash flows to improve com- parability by specifying a consistent starting point for the indirect method of reporting cash flows from operating activities and eliminating options for the classification of interest and divi- dend cash flows. The new standard has retrospective appli- cation. It has not yet been endorsed by the EU. 2.3 Significant Accounting Estimations and Judgments of the Group’s Management The estimations and judgments of the Management of the Group are constantly assessed. They are based on historical data and expectations for future events, which are deemed as fair according to the rele- vant provisions in effect. 2.3.1 Significant Accounting Estimates and Assumptions The preparation of the Financial State- ments in accordance with International Fi- nancial Reporting Standards (IFRS) requires the management to make estimates and assumptions that may affect the account- ing balances of assets and liabilities, the required disclosure of contingent assets and liabilities at the date of preparation of the Financial Statements, as well as the amounts of income and expenses recog- nized during the financial year. 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 esti- mates. The actual future results may differ from the above estimates and these differ- ences may affect the Financial Statements. Page 204 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Estimates and relative assumptions are re- vised constantly. The revisions in account- ing estimations are recognized in the pe- riod they occur if the revision affects only the specific period or in the revised period and the future periods if the revisions af- fect the current and the future periods. The key estimates and judgments that re- fer to elements and data whose develop- ment could affect the items of the Finan- cial Statements during the next twelve months are as follows: 2.3.1.1 Provisions for expected credit losses from customers and other receivables The Group and the Company recognize impairment losses for expected credit losses for all financial assets. Expected credit losses are based on the difference between the contractual cash flows and all cash flows that the Group (or the Com- pany) expects to receive. The difference is discounted using an estimate of the initial effective interest rate of the financial asset. For customer receivables, the Group and the Company applied the simplified ap- proach to the standard and calculated the expected credit losses on the basis of the expected credit losses over the lifetime of those items. For other financial assets, the expected credit losses are calculated on the basis of the losses for the next 12 months. Expected credit losses over the next 12 months are part of the expected credit losses over the life of the financial assets resulting from the probability of default of an item within 12 months of the reporting date. If there is a significant in- crease in credit risk from the initial recog- nition, the provision for impairment will be based on the expected credit losses over the life of the asset (see note 3.16.3 and 3.31.2). 2.3.1.2 Impairment of Investment in Subsidiaries Management examines on an annual ba- sis whether there are indicators of impair- ment of investment in subsidiaries. If an investment has to be impaired, the Com- pany calculates the amount of the impair- ment as the difference between the recov- erable amount of the investment and its book value. Management determines re- coverable value as the greater of the value in use and the fair value less costs to sell in accordance with the provisions of IAS 36. Value in use is determined by an inde- pendent valuer based on management’s estimates and assumptions such as future cash flows, returns of each subsidiary com- pany, and discounted rates applied to the projected cash flows. Moreover, these as- sumptions vary due to the different condi- tions prevailing in the markets of the coun- tries in which the Group operates (see note 3.28). 2.3.1.3 Estimate on Impairment of Goodwill The Group assesses whether there is im- pairment of goodwill at least on an annual basis. Management identifies the recover- able amount as the greater of its value in use and its fair value less costs to sell. The calculation of the acquisition (book) value of each cash-generating unit requires an estimate by management of the assump- tions about the future results of the above cash-generating units, such as growth rate in perpetuity, forecasts for projected quantities and sales prices, gross profit margin and discount rates. These assump- tions vary due to different market condi- tions in the countries in which the Group operates (see note 3.13) 2.3.1.4 Provision for income tax Annual Financial Report as of 31.12.2023 Page 205 of 292 Amounts in thousand Euro, unless stated otherwise Contents The provision for income tax according to I.A.S. 12 is calculated by estimating taxes that will be paid to the tax authorities and includes the current income tax for each fi- nancial year and a provision for additional taxes that may arise in future tax audits. Group companies are subject to different income tax laws and therefore significant management assessment is required to determine the Group’s income tax income. Income tax expense may differ from these estimates as a result of future changes in tax legislation both in the countries in which the Group operates and in Greece or unforeseen consequences from the final determination of the tax liability of each use by the tax authorities. These changes may have a significant impact on the Group’s and Company’s financial posi- tion in the event that the final settlement of income taxes deviates from the initial amounts that have been recorded in the Group and Company Financial Statements. These differences will affect income tax and deferred tax provisions for the year in which the final determination is made. For more information, see note 3.10 2.3.1.5 Provisions for employee benefits The present value of the liabilities for post- employment benefits depends on a num- ber of factors defined on actuarial basis via the use of a significant number of assump- tions. The assumptions used for the deter- mination of the net cost (income) for post- employment benefits include discount rates, rates of wage increases, mortality and disability rates, retirement ages and other factors. Any changes to these under- lying assumptions may have a significant effect on the liability and the relative costs of each period. The Group defines the appropriate dis- count rate in each reporting period. It is the interest rate applicable for the calculation of the present value of the estimated fu- ture payments required for the settlement of the benefit liabilities. For the estimation of the appropriate discount rate the Group takes into consideration the interest rates prevailing in high credit rating corporate bonds denominated in the currency of the benefit payments and with maturity dates similar to the ones of the respective liabilities. Due to the long-term nature of these defined benefit plans, these cases are subject to a significant degree of un- certainty. Further information is provided in note 3.21 2.3.1.6 Depreciation/amortization of tangible and intangible assets The Group and the Company calculate de- preciation/amortization on tangible and intangible assets based on estimation of the useful life of such. The residual value and useful life of such assets are reviewed and defined at the end of each reporting period, if deemed necessary. 2.3.2 Significant Accounting Judgments in the Application of Accounting Principles There are no significant estimates to be applied in accounting policies. Page 206 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Subsidiaries are all companies (includ- ing those companies of special purpose) which are controlled by the Group. The Group controls a company when the Group is exposed to or has rights in vari- able returns from its participation in the company and has the ability to affect these returns through the power it pos- sesses in the company. The subsidiaries are consolidated with the full consolidation method from the date at which the control is acquired by the Group and are excluded from consolidation from the date at which such control does not exist. The mergers of companies are accounted for, from the Group based on the purchase method. The price of the acquisition is cal- culated as the fair value of the transferred assets, the liabilities undertaken against the former shareholders and the shares issued by the Group. The price of the ac- quisition includes the fair value of any as- set or liability which may derive from any potential agreement about the price. The assets acquired and the liabilities along with the contingent liabilities assumed during a corporate merger are measured initially at fair value at the date of the ac- quisition. Depending on the acquisition case, the Group recognizes any non-con- trolled interest in the subsidiary either at fair value or at the value of the stake of the non-controlled interest in the equity of the subsidiary. The acquisition cost less the fair value of the individual items acquired is re- corded as goodwill. If the total cost of the acquisition is less than the fair value of the individual items acquired, the difference is immediately recognized in the results. The expenses related to the acquisition are recorded in the financial results. If the corporate merger is gradually achieved then the fair value of the partici- pation held by the Group in the acquired company is revalued at fair value at the acquisition date. The profit or loss which emerges from the revaluation is recog- nized in the financial results. Any potential price that is transferred from the Group is recognized at fair value at the acquisition date. Any subsequent chang- es in the fair value of the potential price, which is considered as an asset or a liabil- ity, are recognized according to IAS 39 in the financial results. If the potential price is recorded as item of the equity, then it is not revalued until its final settlement through the equity. Intra-company transactions, balances and non-realized earnings from transactions among the companies of the Group are excluded. The non-realized losses are also excluded. The accounting principles that are applied by the subsidiaries have been adjusted wherever it was deemed neces- sary so that they are aligned with the ones adopted by the Group. The Company records the investments in subsidiaries in the separate financial statements at acquisition cost minus any impairment. Furthermore, the acquisi- tion cost is adjusted so that it reflects the changes in the payable price deriving from any amendments in the potential price. 2.4.2 Transactions with owners of non-controlled interests The Group treats the transactions with the owners of non-controlled interests, which do not result into loss of control, in the 2.4 Basis of Consolidation 2.4.1 Subsidiaries Annual Financial Report as of 31.12.2023 Page 207 of 292 Amounts in thousand Euro, unless stated otherwise Contents same manner with the transactions with the major shareholders of the Group. The difference between the price paid and the book value of the acquired interest of the subsidiary’s equity is recorded in the share- holders’ funds. Earnings of losses deriving from the sale to owners of non-controlled interests are also recorded in shareholders’ funds. 2.4.3 Sale of Subsidiary When the Group ceases to possess control, the remaining percentage is measured at fair value, whereas any potential differ- ences that derive in comparison with the current value are recorded in the financial results. Following, this asset is recognized as associate company, joint venture or fi- nancial asset at the above fair value. Addi- tionally, any relevant amounts which were previously recorded in the other compre- hensive income are accounted for, with the same manner that would be followed in the case of sale of these assets and liabil- ities, meaning that they can be transferred in the financial results. 2.4.4 Joint Arrangements Based on IFRS 11, investments in joint ar- rangements are classified either as joint activities or as joint ventures and the clas- sification depends on the contractual rights and the liabilities of each investor. The Group evaluated the nature of its in- vestments in joint arrangements and de- cided that these constitute joint ventures. Joint ventures are consolidated according to the equity method. According to the equity method, invest- ments in joint ventures are initially recog- nized at the acquisition cost, which in a later stage increases or decreases via the recognition of the Group’s share in the earnings or losses of the joint ventures and the changes in the other compre- hensive income after the acquisition. In case the share of the Group in the losses of the joint ventures exceeds the amount of the investment (which also includes any long-term investment that essentially con- stitutes part of the net investment of the Group in the joint ventures), no additional losses should be recognized, unless there have been payments or there are commit- ments undertaken for the account of the joint ventures. Non-realized profit from transactions be- tween the Group and the joint ventures is excluded according to the percentage of the Group’s participation in the joint ventures. The non-realized losses are also excluded, unless the transaction of- fers indications of a potential impairment of the transferred asset. The accounting principles of the joint ventures have been amended wherever it was deemed ap- propriate so that they are aligned with the ones adopted by the Group. Page 208 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 2.5 Tangible Assets Tangible assets are recorded at book value, net of any grants received, less accumu- lated depreciation and any impairment in value. Expenses for replacement of part of tangible assets are included in the value of the asset if they can be estimated accurate- ly and increase the future benefits of the Group from such. The repairs and mainte- nance of tangible assets charge the finan- cial results, in the period when such are re- alized. The acquisition cost and the related accumulated depreciation of assets retired or sold, are removed from the accounts at the time of sale or retirement, and any gain or loss is included in the financial results. Depreciation is charged in the financial results based on the straight-line method over the estimated useful life of tangible assets, however, in extraordinary cases of investments in machinery where the finan- cial benefits are not estimated to be evenly distributed throughout the useful life of the asset, the diminishing balance method is used. The estimated useful life of each category of asset is presented below: Depreciation CategoryUseful LiferateBuildings 20 - 40 and technical 2.5% - 5%yearsworksMachinery 10 - 14 and technical 7% - 10%yearsinstallationsSpecialized mechanical 12% - 15% 7 - 8 yearsequipmentVehicles 10% - 20% 5 - 10 yearsFurniture and 10% - 30% 3 - 10 yearsfixture Land and plots are not depreciated, how- ever they are reviewed for impairment. Residual values and useful life of tangi- ble assets might be adjusted if necessary at the time the Financial Statements are prepared. Tangible assets, that have been impaired, are adjusted to reflect their re- coverable value (Note 3.11). The remaining value, if not negligible, is re-estimated on an annual basis. Tangible assets are derecognized when sold, or when no future economic benefits are expected from their use. The gains and losses arising from the sale of property, plant and equipment are determined by the difference between the sale proceeds and the net book value as shown in the books and included in the operating result. Annual Financial Report as of 31.12.2023 Page 209 of 292 Amounts in thousand Euro, unless stated otherwise Contents Goodwill is measured at cost less any ac- cumulated impairment losses. For the pur- poses of the impairment test, the goodwill recognized has been allocated, from the date of acquisition, to the Group’s cash- generating units, which are expected to benefit from the combination. Each unit in which goodwill has been allocated repre- sents the lowest level within the company in which goodwill is monitored for internal management purposes. Goodwill is allocated on cash-generating units and an impairment test is carried out at least annually or more frequently if there is evidence of a possible impairment in the book value of the goodwill in rela- tion to its recoverable value in accordance with IAS 36. Impairment is recognized di- rectly as an expense in consolidated profit or loss and other comprehensive income and is not subsequently reversed. The Management determines recoverable value as the largest amount between the value in use and its fair value, minus any related costs of disposal. The calculation of the value in use of each cash-gener- ating unit is performed by an independ- ent valuer and requires management’s estimation of the assumptions about the future financial results of the above cash- generating units, such as the growth rate in perpetuity, forecasts of expected sales quantities and prices, gross margin and discount rates. These assumptions vary due to the different market conditions in the countries in which the Group operates. For more information see note 3.13. 2.6.2 Other Intangible Assets Other intangible assets mainly concern software and industrial ownership rights which refer to the utilization right of the trademark TERRAHOME that has been purchased from a third party. Their values are stated at acquisition cost, less the accu- mulated depreciation and any impairment losses. Amortization of intangible assets is recorded in the financial results, based on the straight-line method over the esti- mated useful life of assets. The following table depicts the estimated useful life of intangible assets: Amortization CategoryUseful LifeRateIndustrial ownership 20% 5 years rights5 - 10 Software 10 - 20%years Subsequent expenses on the capitalized intangible assets are capitalized only when they increase the future benefits that are attributed to the specific asset. In a differ- ent case, all other expenses are recorded when they incur. Research costs are expensed as incurred. Development costs that do not meet the recognition criteria as an asset are ex- pensed as incurred. 2.6 Intangible Assets 2.6.1 Goodwill Page 210 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 2.7 Non-Current Assets Held for Sale The Group classifies a non-current asset (or a group of assets and liabilities) as held for sale, if its value is expected to be recovered primarily through the sale of the item and not through its continued use and the sale is considered very likely. Immediately be- fore the initial classification of the non-cur- rent asset (or group of assets and liabilities) as held for sale, the asset (or all assets and liabilities included in the group) shall be as- sessed on the basis of the applicable IFRS. Non-current assets (or asset and liability groups) classified as held for sale are valued at the lowest value between their book value and their fair value reduced by direct sales costs, and any resulting impairment losses and then they are recorded in the fi- nancial results. Any possible increase in the fair value in a later valuation is recorded in the statement of comprehensive income, but not for an amount greater than the pre- viously recorded impairment loss. From the day on which a non-current asset (or non- current asset included in a group of assets and liabilities) is classified as held for sale, no depreciation or impairment is recorded. 2.8 Impairments of Non-Financial Assets With the exception of goodwill which is reviewed for impairment at least on an annual basis, the book values of other non-financial assets are reviewed for impairment when events or changes in conditions indicate that the book value may not be recoverable. When the book value of an asset exceeds its recoverable amount, the respective impairment loss is registered in the financial results. The recoverable amount is defined as the largest value between the net sales price and the value in use. Net sale price is the amount that can be received from the sale of an asset, in the context of an arm’s length transaction in which the parties have full knowledge and voluntarily proceed, after the deduction of any additional direct cost for sale of the asset. Value in use is the present value of estimated future cash flows expected to be realized from the continuous use of an asset and from the revenue expected to result from its sale and the end of its estimated useful life. For purposes of defining impairment, the non-financial assets are grouped at the lowest level for which cash flows can be recognized separately. 2.9 Inventories Inventories are stated at the lower of cost (acquisition or production) and net real- izable value. Cost of final and semi-final products includes all cost of purchase, cost of materials, direct labor cost, other di- rect expenses and proportionate general production expenses. The cost of inven- tories is calculated using the weighted average method. Net realizable value rep- resents the estimated selling price in the ordinary course of business, less any sell- ing cost. Annual Financial Report as of 31.12.2023 Page 211 of 292 Amounts in thousand Euro, unless stated otherwise Contents For purposes of preparing the Statement of Cash Flows, the category of cash & cash equivalents include cash in hand, cash equivalents, such as site deposits and short-term time deposits, namely those with a maturity up to three months. 2.10 Cash & cash equivalents 2.11 Foreign Exchange Translations 2.11.1 Operating currency and presentation currency The data in the Financial Statements of the Group’s companies are registered in the currency of the primary economic environ- ment, in which each Company operates (“operating currency”). The consolidated Financial Statements are presented in Euro, which is the operating valuation currency and presentation cur- rency of the parent Company. 2.11.2 Transactions and balances in foreign currencies Transactions in foreign currencies are con- verted into the operating currency based on exchange rates effective at the date of transaction or at the date of revaluation if such case is required. Profits and losses from foreign exchange differences, arising during the settlement of such transactions and from the conversion of foreign cur- rency denominated assets and liabilities based on the current exchange rates at the reporting date, are recorded in the finan- cial results. Profits and losses from foreign exchange differences related to cash re- serves and bank liabilities are recorded in the statement of comprehensive income, under the account “Financial income / (ex- penses) - Net”. All other profits or losses from foreign exchange differences are re- corded in the statement of comprehensive income, under the account “Other profits / (losses) - Net”. 2.11.3 Group’s Companies in foreign currency The conversion of the Financial State- ments of the Group’s companies (none of which operates with a currency belong- ing to a hyperinflation economy), which are recorded in a currency that is different from the one of the Group, is conducted as follows: • The assets and liabilities for each state- ment of financial position are convert- ed based on the effective exchange rates at each reporting date, • Revenues and expenses are converted based on the average exchange rates of each period (unless the average exchange rate does not logically ap- proach the cumulative effect of the ex- change rates that were effective at the time of the transactions. In such case, revenues and expenses are converted based on the exchange rates effective at the time of the relevant transac- tions), and • The extracted foreign exchange differ- ences are recorded in other compre- hensive income. Page 212 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 2.13 Dividends 2.12 Acquisition of Treasury Shares Payable dividends are presented as a liability during the time when such are approved by the Annual General Meeting of Shareholders. The paid price to acquire Treasury Shares, including the relevant expenses for their purchase, is presented as a deduction of Equity. Any profit or loss from the sale of Treasury Shares, net of direct transaction costs and taxes, is recognized directly in Equity, in the account “Treasury Share Reserve”. 2.14 Income 2.14.1 Income from contracts with customers The Parent Company provides Administra- tive, Financial, Accounting, IT Services to the Subsidiaries of the Group. Income from the provision of services is recognized over time in the accounting period during which the services were provided. The Group recognizes income from the sale of goods when the control of the goods is transferred to the customer, usually upon delivery, and there is no un- fulfilled liability that could affect the ac- ceptance of the goods by the customer. The main product categories are technical fabrics (geosynthetics and textiles for con- struction, garden projects, hospital and sanitary products, filter industry, automo- tive industry, industrial use, sports and lei- sure, carpet weaving, yarn and straps) and packaging products (Big bags, packaging film, packaging fabrics, containers, bins, cups, containers and trays, plastic boxes, bottles, bags, garbage bags, ropes and strings). The Group accepts returns only in case of defective products or products which do not generally meet the required specifications. The asset (receivable) is recognized when there is an unconditional right for the en- tity to receive the price for the performed liabilities of the contract to the customer. The contractual asset is recognized when the Group has fulfilled its liabilities to the customer, before the customer pays or be- fore payment becomes due. Payment be- comes due after 30 to 90 days. The contrac- tual liability is recognized when the Group receives a payment from the customer (advance payment) or when it acquires an unconditional right to a cash amount (de- ferred income) before the performance of the liabilities of the contract and the trans- fer of the goods or services. The contractu- al liability is recognized when the liabilities of the contract are fulfilled and the income is recorded in the income statement. 2.14.2 Government Grants - Subsidies Government grants on tangible and intan- gible assets, are deducted from the book value of the asset for which they were re- ceived. The relevant income is recognized with the form of reduced depreciation amounts during the useful life of the rel- evant asset. Government grants that con- cern payroll expenses are recognized as in- come during the period that such relate to the respective expenses and are presented Annual Financial Report as of 31.12.2023 Page 213 of 292 Amounts in thousand Euro, unless stated otherwise Contents in the Income Statement in the account “Other Operating Income”. 2.14.3 Income from Dividends – Interim Dividends Income from dividends is recognized in the Income Statement as income, during the date when such are approved by the Annual General Meeting of Sharehold- ers. Interim dividends are recognized on the date of their approval by the General Meeting of Shareholders, unless their dis- tribution precedes the date of approval of the General Meeting. In such a case interim dividends will be recognized on the date of distribution, in accordance with local corporate law. 2.14.4 Interest Income Interest income is recognized on an ac- crual basis. 2.15 Expenses Expenses are recognized in the financial results on an accrual basis. 2.16 Leases When a contract enters into force, the Group assesses whether the contract con- stitutes, or involves, a lease. A contract constitutes, or involves, a lease if the con- tract transfers the right to control the use of a recognized asset for a specified period of time in exchange for a consideration. 2.16.1 Leasing Accounting from Lessee The Group applies a unified approach to recognition and measurement for all leases (except for short-term leases and low-value leases). The Group recognizes liabilities from leases for payments and as- sets with a right of use that represent the right to use the underlying assets. 2.16.2 Right-of-use Assets The Group recognizes the assets with the right of use on the date of commencement of the lease term (i.e. the date on which the underlying asset is available for use). Assets with the right to use are measured at cost, reduced by any cumulative depreciation and impairment losses and are adjusted based on any revaluation of the liability from leases. The cost of the assets with the right of use consists of the amount of the liability from recognized leases, the initial direct costs and any leases paid on the date of commencement of the lease pe- riod or earlier, minus any lease incentives received. Assets with the right of use are depreciated based on the fixed method in the shortest period of time between the duration of the lease and their useful life. If the ownership of the leased asset is trans- ferred to the Group at the end of the lease term or if its cost reflects the exercise of a market right, depreciation is calculated in accordance with the estimated useful life of the asset. The Group has contracts for the lease of buildings (used as offices, warehouses), means of transport as well as other equip- ment used in its business activities. Lease agreements may contain lease and non- lease information. The Group has chosen not to separate the parts of the contract Page 214 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents that are not a lease from the elements of the lease and therefore treats any element of the lease and any related parts that do not constitute a lease as a single lease. As- sets with the right of use are subject to impairment test as described in the ac- counting policy “2.8 Impairments of Non- Financial Assets”. 2.16.3 Liabilities from Leases At the date of commencement of the lease, the Group calculates the liability from leas- es at the present value of the leases to be paid during the lease term. Leases consist of fixed parts (including substantially fixed leases) reduced by any lease incentives, floating parts that depend on an index or interest rate and amounts expected to be paid on the basis of residual value guaran- tees. Leases also include the exercise price of the purchase right if it is rather certain that the Group will exercise that right and the payment clause that would allow to terminate the lease if the term of the lease reflects the exercise of the right to re- nounce. To discount the leases, the Group uses the incremental borrowing rate since the implied interest rate related to the leasing cannot be easily determined. After the start date of the lease, the amount of the lease liability increases based on the interest on the liability and decreases with the payment of the lease. In addition, the book value of the liability from leases is recalculated if there are reassessments or amendments to the lease agreement. Analysis of the Group’s leases is included in Note 3.12. 2.16.4 The Group as Lessor When the assets are leased in the context of leasing agreements, the present value of the leasing payments to be collected is recognized as receivable. The difference between the gross receivable amount and the present value of the claim is recog- nized as non-accrued financial income. When the assets are leased in the context of leasing agreements, they are recorded in the statement of financial position ac- cording to the nature of each asset. The income generated from operating leasing agreements is recorded in the financial re- sults via the straight line method over the leasing period. 2.17 Income Tax Tax burden for the year relates to current and deferred taxes. Current income taxes are payable taxes on taxed income for the year based on effec- tive tax rates as of the balance sheet date, as well as additional income taxes relating to previous years. Deferred taxes are tax burden/exemptions relating to current year’s profit (or losses) that will be charged by the tax authorities in future years. Deferred income taxes are calculated according to tax rates effective as of the dates they will be paid, on the dif- ference between accounting and tax base of individual assets and liabilities, provided that these differences imply time devia- tions, which will be erased in future. Deferred tax receivables are recognized only to the extent they imply future tax- able income, which will be offset by these deferred tax receivables. Deferred tax re- ceivables might be lowered any time when Annual Financial Report as of 31.12.2023 Page 215 of 292 Amounts in thousand Euro, unless stated otherwise Contents 2.18.1 Shor t-term liabilities Liabilities for wages and salaries that are expected to be fully settled within 12 months from the end of the period in which the employees provide the relevant service are recognized for the services of the employees until the end of the re- porting period and are measured at the amounts expected to be paid during the settlement of liabilities. Liabilities are pre- sented in the statement of financial posi- tion in the other liabilities. 2.18.2 Liabilities after the exit from service The Group has a liability in a defined ben- efit plan that determines the amount of retirement benefit that an employee will receive upon retirement, which depends on more than one factor such as age, years of service and compensation. The liability recorded in the statement of financial position for the defined benefit plan is the present value of the defined benefit liability at the reporting date less the fair value of the plan’s assets. The com- mitment of the defined benefit is calcu- lated annually by an independent actuary using the method of the projected credit unit. The present value of the defined benefit liability is calculated by discount- ing the expected future cash outflows us- ing interest rates of high quality corporate bonds denominated in Euro and having a term approaching the maturity of the rel- evant retirement liability. The cost of current employment in the de- fined benefit plan is recognized in the in- come statement and reflects the increase in the defined benefit liability arising from the employment of employees during the year. Changes in the present value of the de- fined benefit liability arising from modifi- cations or reductions in the plan are recog- nized immediately in the financial results as prior service cost. The financial cost is calculated by applying the discount rate to the balance of the de- fined benefit liability. This cost is included in the income statement on employee benefits. Actuarial gains and losses arising from em- pirical adjustments and from changes in actuarial assumptions are recognized in other comprehensive income in the year in which they arise. They are also included in the financial results carried forward in the statement of changes in equity and in the statement of financial position. 2.18 Employee Benefits it is not evident that such future tax relaxa- tion will be certain. Current and deferred tax is recorded in the financial results or directly in Equity, if it relates to elements directly recognized in Equity. The Group’s companies offset deferred tax receivables with deferred tax liabilities, only if: a) It has a legal applicable right to offset current tax receivables with current tax liabilities. b) The deferred tax receivables and liabili- ties relate to income taxes imposed by the same tax authority. Page 216 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents All the above calculations are being per- formed via an actuary study, conducted by an independent actuary, whereas for the interim periods certain estimates are being made. The estimates which are be- ing utilized for the determination of the net cost for post-employment benefits in- clude among other the discount rate, the inflation and the average annual salary in- crease. Any alterations in the assumptions affect significantly the book value of the liabilities for post-employment benefits. The discount rate that is used derives from the one of the long-term bonds with AA credit rating and with maturities similar to the liabilities of the plan. Group subsidiaries Don & Low LTD and THRACE POLYBULK A.S have in place de- fined benefit plans for their employees which are financed. The Greek companies of the Group as well as Thrace Ipoma A.D. have defined contribution schemes not self-financed. 2.18.3 Benefits following termina- tion of employment Termination benefits become payable when employment ends before the normal retirement date or when the employee ac- cepts voluntary retirement in exchange for these benefits. The Group records these benefits no earlier than the following dates: a) when the Group can no longer withdraw the offer for these benefits and b) when the Group recognizes restructur- ing costs that are part of the application of IAS 37 which includes the payment of termination benefits. In case of an offer for voluntary retirement, the termination ben- efits are calculated according to the num- ber of employees who are expected to ac- cept the offer. Termination benefits which are due 12 months after the reporting date are discounted. 2.19 Provisions Provisions are recognized only when there is a liability, due to events that have oc- curred and it is likely (namely more possi- ble than not) that this settlement will cre- ate an outflow, the amount of which can be estimated reliably. The recognition of provisions is based on the present value of cash flows that may be needed for the above liabilities to be settled. Amounts paid in order to arrange the repayment of such liabilities are deducted from the re- corded provisions. The amounts are also reviewed at the periods when the finan- cial statements are prepared. Provisions for any future losses should not be recog- nized. Compensation received from third parties and relate to the aggregate amount or part of the estimated cash flow, should be recognized on the asset side only when there is certainty for the final payment of the corresponding amount. Annual Financial Report as of 31.12.2023 Page 217 of 292 Amounts in thousand Euro, unless stated otherwise Contents 2.20 Financial Assets 2.20.1 Financial Assets Initial Measurement and Recognition The Group and the Company measure the financial assets initially at their fair value by adding transaction costs. The trade receivables initially are being measured / valued according to the transaction price. The financial assets with embedded deriv- atives are being reviewed in their entirety whenever it is examined if their cash flows are only the payment of capital (principal) and interest. According to the provisions of IFRS 9, the securities are measured at a later stage at fair value via the other com- prehensive income or at fair value via the financial results for the year. The classifica- tion is based on two criteria: a) the busi- ness model concerning the management of financial assets and b) the conventional cash flows of the instrument, meaning if they represent “only payments of capital and interest” (SPPI criterion) against the pending balance. Subsequent Measurement After initial recognition, financial assets are classified into three categories: at amortized cost at fair value through other comprehensive income at fair value through profit or loss The Group and the Company do not have assets that are valued at fair value through the other comprehensive income as of 31 December 2023. Financial assets classified at amortized cost are subsequently measured using the effective interest method (EIR) and are subject to impairment testing. Profits and losses are recognized in profit or loss when the asset ceases to be recognized, modi- fied or impaired. Termination of financial asset recognition The Group (or Company) ceases to rec- ognize a financial asset when and only when the contractual rights expire on the cash flows of the financial asset or when it transfers the financial asset and the trans- fer meets the conditions for write-off. Reclassification of financial assets Reclassification of financial assets takes place in rare cases and is due to a decision of the Group (or Company) to modify the business model it applies with regard to the management of these financial assets. Impairment The Group and the Company recognize provisions for impairment with regard to the expected credit losses of all finan- cial assets. The expected credit losses are based on the difference between contrac- tual cash flows and all cash flows that the Group (or Company) expects to receive. The difference is discounted using an es- timate of the initial effective interest rate of the financial asset. With regard to the trade receivables, the Group and the Com- pany applied the simplified approach of the standard and estimated the expected credit losses based on the anticipated loss- es for the entire life of these assets. Regarding the remaining financial assets, the expected credit losses are being cal- culated according to the losses of the next Page 218 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 12 months. The expected credit losses of the following 12 months is part of the an- ticipated credit losses for the entire life of the financial assets, which emanates from the probability of a default in the payment of the contractual liabilities within the next 12-month period starting from the report- ing date. In case of a significant increase in credit risk since the initial recognition, the provision for impairment will be based on the expected credit losses of the entire life of the asset. 2.20.2 Financial Derivative Products The Group uses financial derivatives, main- ly forward foreign exchange contracts, to hedge risks that emanate from changes in exchange rates. Financial derivatives are measured at fair value, during the balance sheet date. The fair value of forward contracts is calculated based on the market prices of contracts with respective maturities (valuation of 1st level of IFRS 7). Financial derivatives of the Group do not have the characteristics of hedging instru- ments as defined in IAS 39 and therefore gains and losses resulting from change in their fair values are recorded directly in the income statement. 2.20.3 Accounts Receivable - Provisions for Doubtful Receivables Accounts receivable are initially recorded at their fair value, which is the transaction value, and are subsequently measured at amortized cost using the effective interest rate, less the expected credit losses arising from all possible default events through- out expected life of a financial instrument at each reporting date. At each financial statement date, the recoverability of the receivable accounts is estimated either per customer when there is objective evi- dence that the Group is unable to collect all amounts due under the contractual terms, either on historical trends, statistical data and anticipated future events and the rel- evant provision for impairment is formed. The provision formed is adjusted for im- pairment and is included in ‘Other ex- penses’. Any write-offs of receivables from accounts receivable are made through the provision made. Annual Financial Report as of 31.12.2023 Page 219 of 292 Amounts in thousand Euro, unless stated otherwise Contents 2.22 Suppliers and Other Creditors Suppliers and other liabilities are initially recognized at fair value and subsequently measured according to amortized cost, while the effective interest rate method is used. Liabilities are classified as short-term if payment is expected in less than one year. If not, then such are included in long- term liabilities. Initial Recognition and subsequent measurement of financial liabilities All financial liabilities are initially valued at their fair value minus the transaction costs, in the case of loans and liabilities. For later measurement purposes, financial liabilities are classified as financial liabilities at am- ortized costs. Loans are characterized as short-term liabilities except if the Group has the final right to postpone repayment for at least 12 months after the balance sheet date. Bank overdrafts are included in short-term debt in the balance sheet and in investing activities in the statement of cash flows. De-recognition of Financial Liabilities A financial liability is written off when the commitment arising from the liability is canceled or expires. When an existing fi- nancial liability is replaced by the same lender but on fundamentally different terms, or the terms of an existing liability are significantly modified, this exchange or amendment is treated as de-recogni- tion of the initial liability and recognition of a new liability. The difference in the re- spective book values is recognized in the statement of financial results. Offsetting between financial assets and liabilities Financial assets and liabilities are offset and the net amount is reflected in the statement of financial position only when the Group or Company has this legal right and intends to offset them on a net basis or to claim the asset and settle the liabil- ity at the same time. The legal right should not depend on future events and should be enforceable in the normal course of business and in the event of a breach, in- solvency or bankruptcy of the company or counterparty. 2.21 Financial Liabilities 2.23 Equity The share capital includes common shares of the Company. The difference between the nominal value of shares and their issue price is registered in the “Share Premium” account. Direct expenses for the issue of shares, are presented after the deduction of the relevant income tax and reduce the issue proceeds, namely as a deduc- tion from the share premium. During the purchase of treasury shares, the amount paid, including the relevant expenses is recorded as deduction from the share- holders’ equity. No profit or loss is recog- nized in the statement of comprehensive income from the purchase, sale, issuance or cancellation of treasury shares. Expens- es which are realized for the issuance of shares are recorded after the deduction of the relevant income tax, as deduction from the product of the issue. Page 220 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 3. Notes on the Financial Statements 3.1 Evolution and Performance of the Group The following table depicts in summary the Group’s financial results from continuing operations for the year ended 31 st December 2023: Financial Results of Year 2023 (CONTINUING OPERATIONS)(amounts in thousand Euro) Year 2023 Year 2022Change %Turnover 345,373 394,382 -12.4%Gross Profit 77,069 84,263 -8.5%Gross Profit Margin 22.3% 21.4% ΕΒΙΤ 20,663 27,407 -24.6%EBIT Margin 6.0% 6.9% EBITDA 44,017 48,259 -8.8%EBITDA Margin 12.7% 12.2% Adjusted EBITDA 44,017 48,850 -9.9%Adjusted EBITDA Margin 12.7% 12.4% Earnings before Taxes (EBT) 21,336 32,068 -33.5%EBT Margin 6.2% 8.1% Earnings after Taxes (EAT) 18,326 26,270 -30.2%EAT Margin 5.3% 6.7% Total EATAM 17,767 25,777 -31.1%EATAM Margin 5.1% 6.5% Earnings per Share (in euro) 0.4134 0.5985 -30.9% Note: The alternative performance measures are presented and described analytically in the Section 3 of the present Report. It is noted that EBITDA, Adjusted EBIT- DA, EBIT and Earnings before Taxes for the year 2022 also include profits from sales of COVID-19 related prod- ucts amounting to €5.3 mil. Also, EBT of both years include accounting profits from the reversal of provision related to OAED receivable, previously written off (for further details, please refer to section 3.16), of an amount of €1.088 for 2023 and €4.563 for 2022 respectively. Annual Financial Report as of 31.12.2023 Page 221 of 292 Amounts in thousand Euro, unless stated otherwise Contents * EBITDA is defined as operating earnings before taxes, interest, depreciation, financ- ing and investing activities. EBITDA is cal- culated as follows: “Operating profit / (loss) before taxes, cash and investment results - continuing opera- tions” plus “Depreciation”, where: - Operating profit / (loss) before taxes, finance and investment results – con- tinuing operations (see “Information by Sector, Statement of Results for the Period”, point 3.2): €20,663. - Depreciation (see “Information by Sec- tor, Statement of Results for the Peri- od”, point 3.2): €23,354. In addition, Adjusted EBITDA is calculated as EBITDA, minus extraordinary, non-re- curring profits or expenses, where for the period 01/01/2023 – 31/12/2023, there were no extraordinary, non-recurring prof- its or expenses. For completeness purposes, the following table depicts in synopsis the financial re- sults of the Group, both from Continuing and Discontinued Operations, for the peri- od ended on 31 st December 2023: Financial Results of Year 2023(CONTINUING AND DISCONTINUED OPERATIONS)(amounts in thousand Euro) Year 2023 Year 2022Change %Turnover 345,373 394,382 -12.4%Gross Profit 77,069 84,263 -8.5%Gross Profit Margin 22.3% 21.4% ΕΒΙΤ 20,663 27, 391 -24.6%EBIT Margin 6.0% 6.9% EBITDA 44,017 48,243 -8.8%EBITDA Margin 12.7% 12.2% Adjusted EBITDA 44,017 48,850 -9.9%Adjusted EBITDA Margin 12.7% 12.4% Earnings before Taxes (EBT) 21,336 32,052 -33.4%EBT Margin 6.2% 8.1% Earnings after Taxes (EAT) 18,326 26,235 -30.1%EAT Margin 5.3% 6.7% Total EATAM 17,767 25,742 -31.0%EATAM Margin 5.1% 6.5% Earnings per Share (in euro) 0.4134 0.5977 -30.8%Note: The alternative performance measures are presented and described analytically in the Section 3 of the present Report. Page 222 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 3.2 Segment Reporting The Group applies IFRS 8 to monitor its business activities by sector. The areas of activity of the Group have been defined based on the legal structure and the busi- ness activities of the Group. The Group Management, being responsible for mak- ing financial decisions, monitors the finan- cial information separately as presented by the parent company and by each of its subsidiaries. The operating segments (business units) are structured based on the different prod- uct category, the structure of the Group’s management and the internal reporting system. Using the criteria as defined in the accounting 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 do not comprise separate segments for reporting purposes, have been aggregated and depicted in the cat- egory “Other”, which includes the agricul- tural sector and the activities of the Parent Company. The operating segments (business units) of the Group are as follows: Technical Fabrics Packaging Other Production and trade Production and trade of It includes the Agricultural sector of technical fabrics for packaging products, plastic and the business activity of the industrial and technical bags, plastic boxes for Parent company which apart from use.packaging of food and paints the investing activities provides and other packaging materials also Administrative – Financial – IT for agricultural use.services to its subsidiaries. During the year 2020, which was char- acterized by the spread of the Covid-19 coronavirus pandemic, the Group faced significantly increased demand for specif- ic products of its existing product portfo- lio and particularly in the area of technical fabrics used in personal protection and health applications (Personal Protective Equipment). The high demand continued and peaked within 2021. During the year 2022, a sharp reduction in demand for products related to the COVID-19 pandemic was observed, re- sulting into significantly lower sales and profitability for the Group compared to the previous year. The first quarter of 2022 was an exception to the above, as due to the spread of “Omicron” variant but mainly due to the execution of the last part of a contractual agreement signed with a local health system, the Group posted strong Annual Financial Report as of 31.12.2023 Page 223 of 292 Amounts in thousand Euro, unless stated otherwise Contents profitability which was however much lower than the level of the corresponding period of 2021. More specifically, Earnings before Taxes from Continuing Operations at the Group level for 2022 amounted to €32.1 million, of which, according to Management’s estimates, €5.3 million were related to COVID-19 products. More specifically, €3.0 million were allocated in the Sector of “Technical Fabrics” and €2.3 million were allocated in the Sector of “Packaging”. From the year 2023 onwards, having entered into the post-pandemic era, per- sonal protection and health products will not be presented separately, following the same pre-pandemic disclosure prac- tice. Instead, they will comprise another product category within the context of the Group’s normal business activity. The annual operating and pre-tax profit- ability (EBITDA and EBT) should be com- pared to the corresponding profitability of the previous year, without including the extraordinary profits from sales of COVID-19 products in the Group and seg- ment results. INTRA-TECHNICAL BALANCE SHEET OF 31.12.2023PACKAGING OTHERSEGMENT GROUPFABRICSELIMINATIONSTotal consolidated assets 258,626 133,210 84,643 (70,215) 406,264Total consolidated liabilities 72,214 55,996 2,945 (1,945) 129,210INTRA-INCOME STATEMENT FOR THE PERIOD TECHNICAL PACKAGING OTHERSEGMENT GROUP01.01 - 31.12.2023FABRICSELIMINATIONSTurnover 230,755 125,202 5,600 (16,184) 345,373Cost of sales (183,200) (96,327) (5,334) 16,557 (268,304)Gross profit 47,555 28,875 266 373 77,069Other operating income 3,461 1,017 339 (752) 4,065Selling & Distribution expenses (26,921) (11, 583) - (331) (38,835)Administrative expenses (12,480) (4,405) (1,062) 684 (17, 263)Research and Development Expenses (1,876) (630) - - (2,506)Other operating expenses (889) (969) (18) 16 (1,860)Other Gain / (Losses) 54 (21) (40) - (7)Operating profit / (loss) 8,904 12,284 (515) (10) 20,663 Page 224 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents INTRA-INCOME STATEMENT FOR THE PERIOD TECHNICAL PACKAGING OTHERSEGMENT GROUP01.01 - 31.12.2023FABRICSELIMINATIONSInterest & Other related (expenses)/(1,061) (1,463) 850 16 (1,658)incomeIncome from dividends - - 12,029 (12,029) -Profit / (loss) from companies 620 1,491 220 - 2,331consolidated with the Equity methodEarnings / (losses) before taxes 8,463 12,312 12,584 (12,023) 21,336(Continuing operations)Earnings / (losses) before taxes - - - - -(Discontinued operations)Total Earnings / (losses) before taxes8,463 12,312 12,584 (12,023) 21,336Taxes (Continuing operations)(435) (1,956) (1,294) 675 (3,010)Taxes (Discontinued operations)- - - - -Taxes (Total operations)(435) (1,956) (1,294) 675 (3,010)Earnings / (losses) after taxes 8,028 10,356 11,290 (11,348) 18,326(Continuing operations)Earnings / (losses) after taxes - - - - -(Discontinued operations)Earnings / (losses) after taxes (Total 8,028 10,356 11,290 (11,348) 18,326operations)Depreciation from continuing 15,731 7,371 252 - 23,354operationsDepreciation from discontinued - - - - -operationsTotal Depreciation15,731 7,371 252 - 23,354Earnings / (losses) before interest, tax, depreciation & amortization 24,635 19,655 (263) (10) 44,017from continuing operations (EBITDA)Earnings / (losses) before interest, tax, depreciation & amortization - - - - -from discontinued operations (EBITDA)Total Earnings / (losses) before interest, tax, depreciation & 24,635 19,655 (263) (10) 44,017amortization (EBITDA) Annual Financial Report as of 31.12.2023 Page 225 of 292 Amounts in thousand Euro, unless stated otherwise Contents INTRA-TECHNICAL BALANCE SHEET AS OF 31.12.2022PACKAGING OTHERSEGMENT GROUPFABRICSELIMINATIONSTotal consolidated assets 265,247 126,947 85,238 (72,637) 404,795Total consolidated liabilities 82,493 55,512 3,291 (4,362) 136,934INTRA-INCOME STATEMENT FOR THE PERIOD TECHNICAL PACKAGING OTHERSEGMENT GROUP01.01 - 31.12.2022FABRICSELIMINATIONSTurnover274,488 132,672 5,658 (18,436) 394,382Cost of sales(218,010) (105,433) (5,376) 18,700 (310,119)Gross profit56,478 27,239 282 264 84,263Other operating income 2,575 509 238 (556) 2,766Selling & Distribution Expenses(28,805) (10,409) (1) (478) (39,693)Administrative expenses (12,290) (4,304) (1,160) 788 (16,966)Research and Development Expenses(1,805) (490) - - (2,295)Other operating expenses(829) (743) (6) 1 (1,577)Other Gain / (Losses)968 (57) (2) - 909Operating profit / (loss)16,292 11,745 (649) 19 27, 407Interest & other related (expenses)/2,796 (630) (55) 25 2,136incomeIncome from dividends- - 13,478 (13,478) -Profit / (loss) from companies 1,007 1,069 449 - 2,525consolidated with the Equity methodEarnings / (losses) before taxes 20,095 12,184 13,223 (13,434) 32,068(Continuing operations)Earnings / (losses) before taxes(16) - - - (16)(Discontinued operations)Total Earnings / (losses) before taxes20,079 12,184 13,223 (13,434) 32,052Taxes (Continuing operations)(3,412) (2,393) (1,604) 1,612 (5,798)Taxes (Discontinued operations)(19) - - - (19) Page 226 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents The table below presents the breakdown of turnover by geographic area: 01.01 01.01 Sales per geographic area– 31.12.2023– 31.12.2022European Union Countries 223,726 244,395United Kingdom 60,946 74,528Other European Countries 40,356 42,062United States of America 10,188 22,447Other ** 10,157 10,950Total 345,373 394,382 (*) The following countries are included in the “Other European Countries” Category: Norway, Serbia, Switzerland, Albania, North Macedonia, Faroe Islands, Kosovo, Bosnia, Turkey, Ukraine, Russia, Belarus, and Montenegro. () The “Other” Category includes the countries of Asia, Africa, Oceania, and North & South America (except for USA). INTRA-INCOME STATEMENT FOR THE PERIOD TECHNICAL PACKAGING OTHERSEGMENT GROUP01.01 - 31.12.2022FABRICSELIMINATIONSTaxes (Total operations)(3,431) (2,393) (1,604) 1,612 (5,817)Earnings / (losses) after taxes 16,683 9,791 11,619 (11, 822) 26,270(Continuing operations)Earnings / (losses) after taxes (35) - - - (35)(Discontinued operations)Earnings / (losses) after taxes 16,648 9,791 11,619 (11,822) 26,235(Total operations)Depreciation from continuing 13,396 7,147 310 - 20,853operationsDepreciation from discontinued - - - - -operationsTotal Depreciation13,396 7,147 310 - 20,853Earnings / (losses) before interest, tax, depreciation & amortization 29,688 18,892 (339) 19 48,259from continuing operations (EBITDA)Earnings / (losses) before interest, tax, depreciation & amortization (16) - - - (16)from discontinued operations (EBITDA)Total Earnings / (losses) before interest, tax, depreciation & 29,671 18,892 (339) 19 48,243amortization (EBITDA) Annual Financial Report as of 31.12.2023 Page 227 of 292 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyOther Gains / (Losses)2023 2022 2023 2022Gains / (Losses) from sale – disposal of 41 28 (30) 8PP&EForeign Exchange Differences (48) 881 (9) (10)Total (7) 909 (39) (2) 3.4 Other Gains / Losses Group CompanyOther Operating Income2023 2022 2023 2022Grants () 1,434 1,279 4 -Income from rents 81 15 - -Income from provision of services 210 65 - -Income from prototype materials 68 33 - -Reversal of unutilized provisions 234 88 - 10Income from energy management 251 352 - -programsOther operating income 664 654 335 228Income from photovoltaics 1,123 280 - -Total 4,065 2,766 339 238 * The amount of € 1,434 refers to the following grants awarded: investment, research and development, recruitment of junior graduates as well as professional training of the Group’s employees. 3.3 Other Operating Income Page 228 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Analysis of ExpensesGroup Company(Production-Administrative-Sales & Distribution-Research & 2023 2022 2023 2022Development)Payroll expenses 60,181 57, 366 2,843 2,825Third party fees – expenses * 7,102 6,612 1,873 1,841Electricity– Natural gas 20,135 25,984 30 31Repairs / Maintenance 6,176 5,969 19 26Rental expenses (note 3.12) 1,222 1,183 15 20Insurance expenses 3,079 2,934 80 75Exhibitions / travelling expenses 2,221 1,918 122 182IT and telecom expenses 1,629 1,488 464 462Promotion and advertising expenses 627 605 196 185Transportation expenses 18,708 21,720 - -Consumables 7,039 6,777 3 3Sundry expenses / Other provisions 4,914 3,952 499 576Depreciation / Amortization 22,985 20,673 252 310Total 156,018 157,181 6,396 6,536 * Third party fees – expenses include fees paid to auditors, legal and advisory firms, as well as to the Board of Directors. 3.5 Analysis of Expenses (Production-Administrative-Sales & Distribution-Research & Development) Annual Financial Report as of 31.12.2023 Page 229 of 292 Amounts in thousand Euro, unless stated otherwise Contents * The production expenses in the Company refer to services provided to subsidiaries 3.6 Payroll Expenses Payroll expenses analysis is as follows: Group CompanyPayroll expenses2023 2022 2023 2022Salaries & Wages 49,519 47, 260 2,416 2,428Employer’s contributions 8,497 8,099 390 376Retirement benefits 1,269 1,422 14 14Sub-Total 59,285 56,781 2,820 2,818Other Expenses 896 585 23 7Total 60,181 57,36 6 2,843 2,825 The number of employed staff at the Group and Company level at the end of the finan- cial year (without including the joint ventures), was as follows: The analysis of expenses per operating category, is as follows: Group CompanyAnalysis of expenses2023 2022 2023 2022Production 97,414 98,227 5,173 5,376Administrative 17,263 16,966 1,223 1,160Sales & Distribution 38,835 39,693 - -Research and Development 2,506 2,295 - -Total 156,018 157,181 6,396 6,536The analysis of cost of goods sold is presented below:Group CompanyAnalysis of Cost of Goods Sold2023 2022 2023 2022Production expenses 97,414 98,227 5,173 5,376Cost of materials and inventory sold 170,890 211, 892 - -Total 268,304 310,119 5,173 5,376 Page 230 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyOther Operating Expenses2023 2022 2023 2022Provisions for doubtful receivables 39 115 - -Other taxes and duties non-166 172 - -incorporated in operating costDepreciation 369 180 - -Staff indemnities 365 3 - -Supplies / other bank expenses 104 132 4 6Expenses for the purchase of 100 56 - -prototype materials (maquettes)Other operating expenses 717 328 15 -Sub-Total 1,860 986 19 6Extraordinary and non-recurring - 591 - -expensesTotal 1,860 1,577 19 6GroupAnalysis of extraordinary and non-recurring expenses2023 2022Extraordinary personnel indemnities - 591Total - 591 In 2022, as part of the completion of the re- organization of the Group’s holdings, costs of €591 were incurred referring to extraor- dinary personnel indemnities Group CompanyNumber of employees2023 2022 2023 2022Full time employees – wage based 1,684 1,682 25 26employees 3.7 Other Operating Expenses Annual Financial Report as of 31.12.2023 Page 231 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.8 Financial income/(expenses) 3.8.1 Financial income Group CompanyFinancial income2023 2022 2023 2022Interest income and other related 648 36 2 -incomeReversal of discounted long-term receivable in relation to OAED (see 1,088 4,563 892 -note 3.16)Foreign exchange differences 1,316 1,954 - -Total 3,052 6,553 894 -Income from dividends - - 12,029 13,478 3.8.2 Financial expenses - Group CompanyFinancial expenses2023 2022 2023 2022Interest expense and other related (3,197) (1,937) (20) (55)expensesForeign exchange differences (1,242) (2,004) (22) -Financial result from Pension Plans (271) (476) (2) Total (4,710) (4,417) (44) (55) Earnings after tax, per share, are calculat- ed by dividing net earnings (after tax) al- located to shareholders, by the weighted average number of shares outstanding during the respective financial year, after the deduction of any treasury shares held. 3.9 Earnings per Share (Consolidated) Basic earnings per share 2023 2022(Consolidated, continuing operations)Earnings allocated to shareholders 17,767 25,777Number of shares outstanding (weighted) 42,974 43,067Basic and adjusted earnings per share (Euro in absolute 0.4134 0.5985numbers) Page 232 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Basic earnings per share 2023 2022(Consolidated, discontinued operations)Earnings allocated to shareholders - (35)Number of shares outstanding (weighted) - 43,067Basic and adjusted earnings per share (Euro in absolute - (0.0008)numbers)Basic earnings per share 2023 2022(Consolidated, total operations)Earnings allocated to shareholders 17,767 25,742Number of shares outstanding (weighted) 42,974 43,067Basic and adjusted earnings per share (Euro in absolute 0.4134 0.5977numbers) As of 31 st December 2023, the Company held 802,049 treasury shares. The analysis of tax charged in the year’s financial results, is as follows: Group CompanyIncome Tax2023 2022 2023 2022Income tax (5,426)(4,619)(1,299) (1,613)Deferred tax (expense)/income 2,416 (1,179) 5 9Total (3,010)(5,798)(1,294) (1,604) 3.10 Income Tax The income tax for the period is calculat- ed based on the domestically applicable tax rates. Deferred taxes are calculated on temporary differences using the appli- cable tax rate in the countries where the Group’s companies operate. The effective tax rate of the Group differs significantly from the nominal tax rate, as there are tax losses in the companies of the Group for which no deferred tax asset is recognized as well as significant non-tax deductible expenses. According to Law 4799/2021, the income tax rate of the legal entities in Greece set- tles at 22%. The income tax (reconciliation of the actu- al tax rate) is as follows: Annual Financial Report as of 31.12.2023 Page 233 of 292 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyIncome Tax under construction2023 2022 2023 2022Earnings / (losses) before tax21,336 32,068 12,364 12,775Income tax rate22% 22% 22% 22%Corresponding income tax(4,694)(7,055)(2,720) (2,810)Effect due to different tax rates of subsidiaries 817 258 - (293)abroadNon-tax-deductible expenses(1,474) (1,020) (267) (210)Tax paid abroad non deductible (23) - - -Revenues not subject to tax1,096 1,190 1,922 1,099Income tax differences from previous years(331) 307 (229) -Effect from tax losses for which no deferred tax (101) (94) - -asset has been recognizedEffect from offsetting tax losses from previous - 610 - 610years with taxable earnings for the yearEffect due to change of tax rate of companies1.700 6 - -Income Tax(3,010) (5,798) (1,294) (1,604) From the fiscal year 2011 and onwards, the Group’s Greek companies receive an “An- nual Tax Certificate”. The “Annual Tax Cer- tificate” is issued from the Legal External Certified Auditor who audits the annual financial statements. Following the com- pletion of the tax audit, the Legal External Certified Auditor grants the company with a “Tax Compliance Report” which is later submitted electronically to the Ministry of Finance. The tax audit for the year 2022 for the Group’s Greek companies Thrace Plastics Co. SA, Thrace Nonwovens & Geosynthet- ics Single Person SA, Thrace Plastics Pack SA, Thrace Polyfilms Single Person SA, Thrace Eurobent SA, which was conducted in accordance with the provisions of arti- cle 65a of L. 4172/2013, was completed by the audit firm “PricewaterhouseCoopers SA” and revealed no material tax liabilities apart from those recorded and depicted in the financial statements. Tax certificates were issued, with an unqualified opinion, for each of the above companies. For the financial year 2023, a tax audit for the above companies is performed by PricewaterhouseCoopers SA in accor- dance with the provisions of article 65 of L. 4172/2013. This audit is ongoing and the relevant tax certificate is expected to be issued following the release of the 2023 fi- nancial statements. If until the completion of the tax audit additional tax liabilities arise, the Management of the Group es- timates that such will not have a material impact on the financial statements. The unaudited tax fiscal years are present- ed in the following table. For those years, the tax liabilities have not been final, and relevant tax audits by the tax authorities may take place in the future. Page 234 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Tax un-audited fiscal CompanyyearsThrace Plastics Co. Sa 2018-2023Thrace Nonwovens & Geosynthetics Single Person SA 2018-2023Thrace Plastics Pack SA 2018-2023Thrace Polyfilms Single Person SA 2018-2023Thrace Protect Single Person SMPC 2018-2023Thrace Eurobent SA 2018-2023Thrace Greenhouses SA 2018-2023 The following table depicts the unaudited tax fiscal years for which the tax liabilities have not been finalized for the Companies outside Greece. Company Tax un-audited fiscal yearsDon & Low LTD 2019-2023Synthetic Holdings LTD 2019-2023Synthetic Textiles LTD 2017-2023Thrace Synthetic Packaging LTD 2019-2023Thrace Polybulk A.B 2017-2023Thrace Polybulk A.S 2019-2023Thrace Greiner Packaging SRL. 2017-2023Trierina Trading LTD 2018-2023Thrace Ipoma A.D. 2018-2023Thrace Plastics Packaging D.O.O. 2018-2023Lumite INC 2017-2023Thrace Linq INC 2017-2023Adfirmate LTD 2018-2023Pareen LTD 2018-2023Saepe LTD 2018-2023 Annual Financial Report as of 31.12.2023 Page 235 of 292 Amounts in thousand Euro, unless stated otherwise Contents The Group pursues economic growth in alignment with environmental responsibil- ity. All investments are assessed towards the Group’s environmental strategy with a focus, among others, on tackling climate change and serving the principles of the cir- cular economy. At the same time, the Group constantly upgrades its PP&E, thus improv- ing their environmental footprint, while it evaluates on a regular basis any evidence of impairment. Technologies utilized in the context of the investments made by the Group in mechan- ical equipment, comprise at the same time the leading, modern technologies of the sector on a global level. At the same time, additional investments are being imple- mented for modernization of buildings and mechanical equipment, wherever required, but mainly for the further automation of production processes as well as recycling facilities and photovoltaic systems. Also, at the time of preparation of the present report, there have been no laws or regula- tions (on either European or global level) that imply or have actually led to the limita- tion or cessation of any production process due to inappropriate technologies utilized, currently or in future. On the contrary, the product characteristics, the new product development, the emphasis on mono-ma- terial production processes enhance signifi- cantly the ability of the Group to recycle its products or to produce new products with recycled materials in line with the principle of Circular Economy. (More information is included in paragraph 6 of the Non-Finan- cial Report). Therefore, on 31.12.2023, the Group has not identified any indications of possible impairments or negative effects when reviewing the useful lives of the main categories of tangible fixed assets. The changes in the PP&E during the year are analyzed as follows: 3.11 Property, Plant & Equipment (PP&E) Property, Plant & Equipment (PP&E)Tangible Buildings Fields – Means of Furniture & assets under Group 2023& technical Machinery Totalland plotsTransportfixturesconstruction or facilitiesinstallationACQUISITION COSTAcquisition cost 4,333 73,339354,0581,399 10,307 9,682 453,11801.01.2023Additions 126 3,212 12,070 428 500 13,557 29,893Disposals- - (4,487) (109) (16) - (4,612)Impairments- - - - (178)(28)(206)Transfers35 1,601 3,615 140 61(5,563)(111)Foreign exchange 14 399 2,134 (3) 76 33 2,653differencesAcquisition cost 4,508 78,551367,3901,855 10,750 17,681 480,73531.12.2023 Page 236 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Property, Plant & Equipment (PP&E)Tangible Buildings Fields – Means of Furniture & assets under Group 2023& technical Machinery Totalland plotsTransportfixturesconstruction or facilitiesinstallationDEPRECIATIONAccumulated depreciation -(32,835) (241,474)(1,105) (8,486) -(283,900)01.01.2023Depreciation for the - (2,262) (19,204) (112) (484) - (22,062)periodDisposals - - 4,330 110 14 - 4,454Impairments - - - - 175 - 175Transfers - - (103) - 103 - -Foreign exchange - (250) (1,411) 2 (73) - (1,732)differencesAccumulated depreciation -(35,347)(257,862)(1,105) (8,751) - (303,065)31.12.2023NET BOOK VALUE31.12.2022 4,333 40,504 112, 584 294 1,821 9,682 169,21831.12.2023 4,508 43,204 109,528 750 1,999 17,681 177,670Property, Plant & Equipment (PP&E)Tangible Buildings Fields – Means of Furniture & assets under Group 2022& technical Machinery Totalland plotsTransportfixturesconstruction or facilitiesinstallationACQUISITION COSTAcquisition cost 4,212 63,380 333,824 1,411 9,983 14,588 427,39801.01.2022Additions 225 7, 820 16,937 80 488 11,785 37,335Disposals (99) - (4,024) (105) (37) - (4,265)Transfers 32 3,230 13,071 28 126 (16,527) (40)Foreign exchange (37) (1,091) (5,750) (15) (253) (164) (7, 310)differencesAcquisition cost 4,333 73,339354,0581,399 10,307 9,682 453,11831.12.2022DEPRECIATIONAccumulated depreciation -(31,588) (232,499)(1,123) (8,340) - (273,550)01.01.2022 Annual Financial Report as of 31.12.2023 Page 237 of 292 Amounts in thousand Euro, unless stated otherwise Contents Property, Plant & Equipment (PP&E)Tangible Buildings Fields – Means of Furniture & assets under Group 2022& technical Machinery Totalland plotsTransportfixturesconstruction or facilitiesinstallationDepreciation for the - (1,927) (17,130) (97) (438) - (19,592)periodDisposals - - 4,284 103 36 - 4,423Foreign exchange - 680 3,871 12 256 - 4,819differencesAccumulated depreciation - (32,835)(241,474)(1,105) (8,486) - (283,900)31.12.2022NET BOOK VALUE31.12.2021 4,212 31,792 101,325 288 1,643 14,588 153,84831.12.2022 4,333 40,504 112,584 294 1,821 9,682 169,218Property, Plant & Equipment (PP&E)Tangible Buildings Fields – Means of Furniture & assets under Company 2023& technical Machinery Totalland plotsTransportfixturesconstruction or facilitiesinstallationACQUISITION COSTAcquisition cost - 392 11,159 196 1,281 - 13,02801.01.2023Additions- - - - 12 - 12Disposals / Write off- - (35) - - - (35)Acquisition cost - 392 11,124 196 1,293 - 13,00531.12.2023DEPRECIATIONAccumulated depreciation -(259) (11,124)(196) (1,147) -(12,726)01.01.2023Depreciation for the - (13) - - (36) - (49)periodAccumulated depreciation - (272)(11,124)(196) (1,183) -(12,775)31.12.2023NET BOOK VALUE31.12.2022- 133 35 - 134 - 30231.12.2023- 120 - - 110 - 230 Page 238 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Property, Plant & Equipment (PP&E)Tangible Buildings assets under Fields – Means of Furniture & Company 2022& technical Machinery construction Totalland plotsTransportfixturesfacilitiesor installationACQUISITION COSTAcquisition cost - 392 11,159 221 1,250 - 13,02201.01.2022Additions - - - - 31 - 31Disposals - - - (25) - - (25)Acquisition cost - 392 11,159 196 1,281 - 13,02831.12.2022DEPRECIATIONAccumulated depreciation -(247) (11,124)(216) (1,108) -(12,695)01.01.2022Depreciation for the - (12) - (3) (39) - (54)periodDisposals - - - 23 - - 23Accumulated depreciation - (259)(11,124)(196) (1,147) -(12,726)31.12.2022NET BOOK VALUE31.12.2021 - 145 35 5 142 - 32731.12.2022 - 133 35 - 134 - 302 There are no liens and guarantees on the Company’s PP&E, while the liens on the Group’s PP&E amount to € 2,263. Annual Financial Report as of 31.12.2023 Page 239 of 292 Amounts in thousand Euro, unless stated otherwise Contents The right-of-use assets are analyzed as follows: Right-of-use assetsBuildings Means of Furniture & Group 2023and technical Machinery TotalTransportfixturesfacilitiesACQUISITION COSTAcquisition cost 1,260 486 3,481 62 5,28901.01.2023Additions 42 - 1,297 16 1,356Amendment of lease 132 - - - 132contractsDerecognition - - (175) (15) (190)Foreign exchange (16) - 11 - (5)differencesAcquisition cost 1,418 486 4,614 63 6,58231.12.2023DEPRECIATIONAccumulated depreciation (745)(78) (1,894) (51) (2,768)01.01.2023Depreciation for the (275) (34) (751) (12) (1,072)periodAmendment of lease 220 - - - 220contractsDerecognition - - 178 14 192Foreign exchange 5 - (4) - 1differencesAccumulated depreciation (795)(112)(2,471) (49) (3,428)31.12.2023NET BOOK VALUE31.12.2022 515 408 1,587 11 2,52131.12.2023 623 374 2,143 14 3,154 3.12 Leases Page 240 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Right-of-use assetsFurniture Buildings and Means of Group 2022Machineryand other Totaltechnical worksTransportequipmentACQUISITION COSTAcquisition cost 1,266 486 3,242 62 5,05601.01.2022Additions6 - 445 - 451Derecognition - - (175) - (175)Foreign exchange (12) - (31) - (43)differencesAcquisition cost 1,260 486 3,481 62 5,28931.12.2022DEPRECIATIONAccumulated depreciation (496)(44)(1,431) (35) (2,006)01.01.2022Depreciation for the (254) (34) (627) (13) (928)periodDerecognition - - 145 - 145Foreign exchange 5 - 19 (3) 21differencesAccumulated depreciation (745)(78)(1,894) (51) (2,768)31.12.2022NET BOOK VALUE31.12.2021 770 442 1,811 27 3,05131.12.2022 515 408 1,587 11 2,521 Annual Financial Report as of 31.12.2023 Page 241 of 292 Amounts in thousand Euro, unless stated otherwise Contents Right-of-use assetsBuildings and Company 2023Means of Transport Totaltechnical worksACQUISITION COSTAcquisition cost 01.01.2023622 137 759Additions41 99 140Amendment of lease contracts(95) - (95)Acquisition cost 31.12.2023568 236 804DEPRECIATIONAccumulated depreciation (461)(76) (537)01.01.2023Depreciation for the period(97) (45) (142)Amendment of lease contracts207 - 207Accumulated depreciation (351) (121) (472)31.12.2023NET BOOK VALUE31.12.2022161 61 22231.12.2023217 115 332Right-of-use assetsBuildings and Company 2022Means of Transport Totaltechnical worksACQUISITION COSTAcquisition cost 01.01.2022622 117739Additions- 2020Acquisition cost 31.12.2022622 137759DEPRECIATIONAccumulated depreciation (346) (49)(395)01.01.2022Depreciation for the period(115) (27)(142)Accumulated depreciation (461) (76)(537)31.12.2022NET BOOK VALUE31.12.2021276 6834431.12.2022161 61222 The consolidated and stand-alone statements of financial position of year 2023, includes the following amounts related to lease liabilities: Page 242 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyLease Liabilities2023 2022 2023 2022Short-term liabilities 1,140 967 143 147Long-term liabilities 1,885 1,470 179 76Total liabilities from Leases 3,025 2,437 322 223 3.13 Intangible Assets The changes in the intangible assets during the year are analyzed as follows: Group CompanyConcessions Concessions Intangible Assets& industrial Company & industrial TotalTotalproperty goodwillproperty rightsrightsACQUISITION COSTAcquisition cost 3,267 9,720 12,987 1,589 1,58931.12.2022Additions 113 - 113 - -Transfers 111 - 111 - -Impairments (10) - (10) - -Foreign exchange 14 (48) (34) - -differenceAcquisition cost 3,495 9,672 13,168 1,589 1,58931.12.2023AMORTIZATIONAccumulated amortization (2,631) - (2,631) (1,441) (1,441)31.12.2022Amortization for the (220) - (220) (61) (61)periodTransfers - - - - - The interest expense related to lease li- abilities of the Group and the Company amounts to € 100 (2022: € 87) and € 13 (2022: € 10) respectively. The expenses related to short-term leases of the Group amount to € 1,222 (2022: € 1,183) and are included in the cost of goods sold and administrative and sales & distri- bution expenses. The expenses related to short-term leases of the Company amount to €15 (2022: €20) and are included in the administrative expenses. The maturity of liabilities from leases is an- alyzed in Note 3.31. Annual Financial Report as of 31.12.2023 Page 243 of 292 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyConcessions Concessions Intangible Assets& industrial Company & industrial TotalTotalproperty goodwillproperty rightsrightsImpairments 10 - 10 - -Foreign exchange (11) - (11) - -differencesAccumulated amortization (2,852) - (2,852) (1,502) (1,502)31.12.2023NET BOOK VALUE31.12.2022 637 9,720 10,357 148 14831.12.2023 643 9,672 10,316 87 87Group CompanyConcessions Concessions Intangible Assets& industrial Company & industrial TotalTotalproperty goodwillproperty rightsrightsACQUISITION COSTAcquisition cost 3,129 9,815 12,944 1,589 1,58931.12.2021Additions 185 - 185 - -Transfers 40 - 40 - -Impairments (50) - (50) - -Foreign exchange (37) (95) (132) - -differenceAcquisition cost 3,267 9,720 12,987 1,589 1,58931.12.2022AMORTIZATIONAccumulated amortization (2,405) - (2,405) (1,327) (1,327)31.12.2021Amortization for the (333) - (333) (114) (114)periodImpairments 50 - 50 - -Foreign exchange 57 - 57 - -differencesAccumulated amortization (2,631) - (2,631) (1,441) (1,441)31.12.2022 Page 244 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents The Group tests on an annual basis the goodwill for impairment according to the Group’s respective accounting principle (see note 2.6). The goodwill included in the consolidated Financial Statements, following an acqui- sition, has been allocated in the following cash flow generating units (CFGU) (subsid- iary companies). Goodwill per Subsidiary 2023Don & Low LTD 7,49 0Trierina Trading LTD 798Thrace Polybulk AB 622Thrace Polybulk AS 680Thrace Nonwovens & Geosynthetics Single 50Person S.A.Other 32Total 9,672 Major Assumptions The recoverable value of a cash flow gen- erating unit is determined according to the calculation of the value in use. This calculation uses provisions of cash flows before taxes, based on 5-year financial bud- gets, which have been approved by the Management and then extrapolated into perpetuity. Estimates of future sales are provided by the Management and reflect Management’s best estimates. Factors taken into account are the following: historical trends, inflation, competition, increases in production costs, etc. Evolution of production cost, transport cost and raw material cost is being deter- mined by forecasts provided by interna- tional agencies and institutions. In addition, there is consideration of actions taken in or- der to mitigate the interruption of the sup- ply chain and limit the environmental foot- print of the Group. As mentioned above, there is no indication of any impairment in the goodwill of the Group’s subsidiaries as a result of the climate change or in the con- text of the relevant legislative framework, as in force. The value in use for the cash flow generat- ing units is being affected from basic fac- tors such as the growth rate to perpetuity which has been set at 0.5%, the projections with regard to the forecasted quantities and sales prices according to the 5-year in- vestment plan of the group, the gross profit margin and the discount rates. The discount rates reflect the current esti- mations of the market for the separate risks of each cash flow generating unit. The cal- culation of the discount rates is based on the certain conditions in which the Group operates along with its operating seg- ments, and is being extracted from the weighted average cost of capital (WACC). The weighted average cost of capital is based on both the debt and the equity. The cost of equity derives from the expected Group CompanyConcessions Concessions Intangible Assets& industrial Company & industrial TotalTotalproperty goodwillproperty rightsrightsNET BOOK VALUE31.12.2021 724 9,815 10,539 262 26231.12.2022 637 9,720 10,357 148 148 Annual Financial Report as of 31.12.2023 Page 245 of 292 Amounts in thousand Euro, unless stated otherwise Contents return required by the Group’s investors for their investment. The cost of debt is based on the interest rate of the Group’s loans that are being repaid. The country’s risk premi- um is incorporated with the application of individual beta sensitivity factors. Beta sensitivity factors (or beta coefficient) are being reviewed annually according to the published market data. The above assumptions vary depending on the different market conditions prevailing in the countries which the Group oper- ates in. The Group uses the services of an independent valuator who utilizes the Dis- counted Cash Flow method and values the companies based on the future cash flows in order to determine the value in use. The basic assumptions used are consistent with independent external sources of infor- mation, and are analyzed below per cash flow generating unit (CFGU). Assumptions – Don & Low LTD 2023 2022Discount rate, weighted average8.8% 8.9%Annual revenue growth rate 14% 10.6%Earnings before interest, taxes, depreciation and 10.5% – 13.5% 15% - 16%amortization (5-years)Assumptions – Trierina Trading LTD / Thrace Ipoma A.D.Discount rate, weighted average8.2% 7. 2%Annual revenue growth rate9.8% 8.8%Earnings before interest, taxes, depreciation and 21% 16.6%amortization (5-years)Assumptions – Thrace Polybulk ASDiscount rate, weighted average7.6% 8.4%Annual revenue growth rate7% 5.9%Earnings before interest, taxes, depreciation and 15% - 16% 10%amortization (5-years)Assumptions – Thrace Polybulk ABDiscount rate, weighted average6.7% 7. 3%Annual revenue growth rate7.7% 4.8%Earnings before interest, taxes, depreciation and 7% - 7.6% 5.7% - 5.9%amortization (5-year) Based on the results of the impairment test- ing, as of December 31, 2023, no impairment losses emerged in the book value of the goodwill of the above cash flow generating units. On December 31, 2023, the recoverable amount for the specific cash flow gener - ating units compared to the correspond- ing book values, indicates that there is a significant headroom and any substantial change in the assumptions used would not Page 246 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 3.14 Other Long-Term Receivables Other Long-Term Receivables are presented in the table below: Group CompanyOther Long-Term Receivables2023 2022 2023 2022Other accounts receivable 138 132 42 39Total 138 132 42 39 The above long-term receivables mainly concern guarantees granted to third parties. 3.15 Inventories Group CompanyInventories2023 2022 2023 2022Merchandise 8,096 10,419 - -Finished and semi-finished 31,609 33,277 - -productsRaw & auxiliary materials 33,670 32,527 - -Provision for impairment of (2,834) (2,703) - -inventorySpare parts – other inventory 1,463 2,895 - -Total 72,003 76,415 - -Provision for Impairment of Inventory Group CompanyOpening Balance 1.1.2022 1,852 -Additional provisions 951 -Foreign Exchange Differences (100) -Total 31.12.2022 2,703 -Additional provisions 338 - result in an impairment in the book value of goodwill. The Group analyzed the sensitivity of the re - coverable amounts of each Cash Flow Gen- erating Unit (CFGU) in relation to a rational and probable change in one of the major assumptions (as an indication it is noted the best case scenario which refers to 5% sales growth and 2% increase of gross profit, as well as the worst case scenario which refers to the corresponding opposite and unfavor - able changes). In addition, sensitivity is cal- culated according to a 0.5% change in the growth rate in perpetuity and according to a 2% change in the discount rate. As a result of the sensitivity analysis, the recoverable amount for the above cash flow generating units (CFGU) compared to their respective book value, indicates a sufficient headroom. Annual Financial Report as of 31.12.2023 Page 247 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.16 Trade and other receivables 3.16.1 Trade Receivables Group CompanyTrade Receivables2023 2022 2023 2022Customers 69,631 72,459 2,818 2,362Provisions for doubtful debts (7,452) (7,690) (2,307) (2,307)Total 62,179 64,769 511 55 The customers’ balance at a Group level in- cluded notes and checks overdue of € 7,149 for the year 2023 and of € 7,993 for the year 2022. Classification of Customer receivables Receivables from customers consist of the amounts due from customers from the sale of products that occur within the normal operation of the Group. In general, credit terms range from 30 to 180 days and therefore trade 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 amor- tized cost using the effective interest rate method. The dispersion of the Group’s sales is deemed as satisfactory. There is no con- centration of sales into a limited number of customers and therefore there is no increased risk of income loss or increased credit risk. Fair value of receivables from customers Given their short-term nature, the fair value of receivables approximates book value. Impairment of receivables from customers For the accounting policy on impairment of receivables from customers, see note 2.20.3. For information on financial risk manage- ment, see note 3.31. Provision for Impairment of Inventory Group CompanyReverse Entry of Provision (250) -Foreign Exchange Differences 43 -Total 31.12.2023 2,834 - It is noted that, according to the Europe- an and national legislation in effect, there are no product categories subject to any restrictions, with regard to their usage and distribution in the market place, due to their impact on the environment, currently or in the future. As a result, no requirement for impairment has emerged. Page 248 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 3.16.2 Other receivables Group CompanyOther receivables2023 2022 2023 2022Debtors 1,418 2,638 22 1,361OAED (Greek Manpower Employment - 1,202 - 851Organization) subsidies receivableInvestment Grants Receivable 987 2,353 - -Time Deposits at Bank 13,269 - - -V.A.T and Other Taxes receivables 577 2,838 68 115other than Income TaxPrepaid expenses 2,272 2,914 100 53Interim dividend - Dividends 3,000 - 3,000 1,725Total 21,523 11,945 3,190 4,105 OAED (Greek Manpower Employment Organization) subsidies receivable was formed due to a 12% grant on the payroll cost concerning the personnel employed in Xanthi and was to be collected from the above organization. The above concern “older” and mature receivables of the Group (up to the year 2015), which due to the delays that oc- curred in the repayment of subsidy receiv- ables from the State, were reclassified in the previous fiscal years from the current receivables to non-current receivables. At the same time a provision for impairment of a part of those receivables was formed, with the final balance at the end of the year 2021 standing at €4,879. On July 17, 2020, the Law 4706/2020 was voted, according to which the outstand- ing receivables of the beneficiaries until 31.12.2015 will be offset against existing and future receivables of the State, by the entry into force of the above law. The liabilities of OAED (Greek Manpower Employment Organization) and the Greek State are exhausted according to the pro- visions of article 87, paragraph 2 of Law 4706/2020. The companies of the Group have implemented the procedures pro- vided by Law 4706/2020, in accordance with the circulars issued by OAED, in order to certify the correctness of the claimed amounts by comparing the already sub- mitted statements. The amount receivable for the Group was finalized at €10,530. During the offsetting process, the Group companies initially utilized their receiv- ables originating from OAED (Greek Man- power Employment Organization) by pro- ceeding into a corresponding reduction of their obligations in terms of taxes or social security contributions on a per case basis. At a later stage, any amount exceeding the level of receivables recorded in each company’s accounting books, was depict- ed as financial income (i.e. reverse entry of the previously formed provision for impairment). During the current financial year, the off- setting process was completed, eliminat- ing the respective receivable, while at the same time a financial income of € 1,088 for the Group and € 892 for the Company was generated. Annual Financial Report as of 31.12.2023 Page 249 of 292 Amounts in thousand Euro, unless stated otherwise Contents The investment grant receivable concerns a grant receivable of Law 3299/2004 of the subsidiary Thrace Plastics Pack SA con- cerning an implemented investment. An amount of € 13,269 has been included in the time deposits. The amount concerns a bank time deposit which was concluded during the current financial year, with a duration greater than 3 months and as a result is not currently included in the cash and cash equivalents. Prepaid expenses mainly concern govern- ment grants receivable and other prepaid expenses. The table below presents the relevant accounting movements: OAED (Greek Manpower Employment Organization) subsidies GROUPreceivableAsset on 31.12.2021 (note 3.15 of financial statements 4,87931.12.2022)Financial Income Fiscal year 2022 4,563Financial Income Fiscal year 2023 1,088Amounts definitively approved to offset liabilities 10,530 3.16.3 Analysis of Provisions for Doubtful Receivables and other receivables Analysis of Provisions for Doubtful Receivables Group CompanyOpening balance 1.1.2022 7,721 2,317Additional Provisions 115 -Reverse Entry of Provision (90) -Provisions utilized (41) (10)Foreign Exchange Differences (15) -Total 31.12.2022 7,690 2,307Opening balance 1.1.2023 7,690 2,307Additional Provisions 70 -Reverse Entry of Provision (255) -Provisions utilized (52) -Foreign Exchange Differences (1) -Total 31.12.2023 7, 452 2,307 Page 250 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Credit rating of cash & cash Group Companyequivalents2023 2022 2023 2022AA- 1,023 1,086 - -Α+ 3,487 348 - -Α 9,632 25,538 - -A- 4,532 1,254 - -Β- - - -ΒΒ- 4,861 4,252 109 53BBB+ 2,444 1,078 - -B - 2,706 - 134BΒ 1,805 3,327 129 1,235Total 27,784 39,589 238 1,422 3.17 Cash & cash equivalents Group CompanyCash & cash equivalents2023 2022 2023 2022Cash in hand 17 21 4 5Current and time deposits (less than 27,78 4 39,589 238 1,4223 months)Total 27,801 39,610 242 1,427 Cash and Cash Equivalents do not include an amount of € 13,269 that concerns time deposits which have been formed during the current financial year with a duration of more than three months. The relevant amount has been reclassified to other receivables. Credit rating of cash & cash equivalents Approximately 21% of the Group’s cash and cash equivalents are deposited in the Greek systemic banks within the Greek re- gion. The Group’s Management considers that there are no risks associated with the above deposits in the current period. Further, cash & cash equivalents are cat- egorized according to the credit rating of banks (conducted by Fitch) where the rel- evant deposits are placed. Annual Financial Report as of 31.12.2023 Page 251 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.18 Share Capital and Share Premium Reserve The Company’s share capital accounted for 28,869,358.32 Euro (absolute number) on 31 December 2023 divided by 43,741,452 common registered shares with nominal value of 0.66 Euro per share. The treasury shares that Company holds are presented below: Value (In Th. Treasury Shares Quantity€)Opening Balance 751,396 3,311Acquired during the year 50,653 237Ending Balance 802,049 3,548 3.19 Reserves 3.19.1 Statutory Reserves In accordance with the provisions of Greek Law, the creation of a statutory re- serve – by transferring to such a reserve an amount equal to 5% of the annual after tax profits realized – is mandatory until the time when the reserve balance amount to the 1/3 of the Company’s share capital. The statutory reserve can be distributed only upon the dissolution of the Company. However, it can be used to offset accumu- lated losses. 3.19.2 Tax-exempt and Other Reserves These reserves were formed by the application of special provisions of tax laws for special incentive laws. In case of their distribution, they will be taxed with the tax rate prevailing at the time of their distribution. 3.19.3 Foreign exchange difference reserves These reserves are formed as a result of the conversion into EUR of the Assets, Liabilities and net income of international subsidiaries with different operating currency for each of them, based on the exchange rate according to the accounting policies mentioned in note 2.11.3. 3.20 Bank Debt The Group’s long term loans have been granted from Greek and international banks. The repayment time varies, accord- ing 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 international banks with interest rates of Euribor or Li- bor plus a spread. The book value of loans approaches their fair value at 31 December 2023. Analytically, bank debt at the end of the year was as follows: Page 252 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyMaturity of Loans2023 2022 2023 2022Up to 1 year26,554 26,989 - 1,022From 1 – 3 years17,877 16,587 - -Over 3 years 9,914 15,054 - -Total Debt 54,345 58,630 - 1,022 Interest rates are linked to Euribor or Libor on a per case basis and range from 1.70% to 2.3%. It is noted that 13% of the Group’s loans carry a fixed interest rate ranging from 0.35% to 2.5%. The majority of the Group’s loans are linked to covenants which on December 31, 2023 were fully met. Group CompanyDebt2023 2022 2023 2022Long-term debt27,79 0 31,641 - -Total long-term debt27,79 0 31,641 - -Short term portion of long term debt14,323 15,239 - -Short-term debt12,232 11,750 - 1,022Total short-term debt26,555 26,989 - 1,022Grand Total 54,345 58,630 - 1,022 The Group proceeded to sign loan agree- ments within the framework of the Nation- al Recovery and Resiliency Plan “Greece 2.0”, in order to partially cover its capital needs for financing its CAPEX regarding the construction of “net metering” photo- voltaic systems. As a loan that is under the framework of co-financing of the system- ic banks with the Recovery and Resilience Fund (RAF), a total amount of approxi- mately € 4,800 was approved and until 31.12.2023 an amount of approximately € 4,040 was granted. The Group recognized an indirect grant, amounted to € 510, as calculated from the difference between the contractual co-financing rate and the RAF rate, while on 31.12.2023 the balance of the grant amounted to € 459. In addition, at short-term loans include an amount of € 6,588 which relates to a Fac- toring arrangement of Thrace Plastics Pack SA with ABC Factors, which has been re- ceived by the aforementioned subsidiary and corresponds to receivables factored with recourse. The maturity of the loans is as follows: Annual Financial Report as of 31.12.2023 Page 253 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.21 Pension Liabilities The liabilities of the Company and the Group towards its employees in providing them with certain future benefits, depend- ing on the length of service are calculated by an actuarial study on an annual basis. The accounting treatment is made on the basis of the accrued entitlement of each employee, as at the Balance Sheet date, that is anticipated to be paid, discounted to its present value by reference to the an- ticipated time of payment. The liability for the Company and the Group, as included in the Statement of Fi- nancial Position, is analyzed as follows: Group CompanyEmployee Benefits2023 2022 2023 2022Defined benefit plans – Unfunded1,658 1,385 99 79Defined benefit plans – Funded(9,533) (7,169) - -Total provision at the end of the year (7,875) (5,784) 99 79 3.21.1 Defined benefit plans – Unfunded The Greek companies of the Group as well as the subsidiary Thrace Ipoma A.D. domiciled in Bulgaria participate in the following plan. Group CompanyDefined benefit plans – Unfunded2023 2022 2023 2022Amounts recognized in the balance sheetPresent value of liabilities 1,658 1,385 99 79Net liability recognized in the balance 1,658 1,385 99 79sheetAmounts recognized in the financial resultsCost of current employment 193 231 14 14Net interest on the liability / (asset) 47 8 2 -Ordinary expense in the Statement of 240 239 16 14Comprehensive IncomeRecognition of prior service cost - - - -Cost of curtailment / settlements / service 307 575 - -terminationOther expense / (income) - - - -Total expense in the the Statement of 547 814 16 14Comprehensive Income Page 254 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyDefined benefit plans – Unfunded2023 2022 2023 2022Change in the present value of the liabilityPresent value of liability at the beginning 1,385 1,599 79 79of periodCost of current employment 19323114 15Interest cost 47 8 2 -Benefits paid from the employer (366) (764) - -Cost of curtailment / settlements / service 306 575 - -terminationOther expense / (income) 1 - - -Cost of prior service during the period - - - -Actuarial loss / (profit) – financial assumptions 61 (236) - (10)Actuarial loss / (profit) – demographic - (53) - -assumptionsActuarial loss / (profit) – evidence from the 31 26 4 (5)periodPresent value of liability at the end of 1,658 1,385 99 79periodAdjustmentsAdjustments profit / (loss) in the liabilities due to (67) 289 (4) 10change of assumptions Empirical adjustments profit / (loss) in liabilities (25) (25) - 5Other - - - -Total actuarial profit / (loss) in Equity (92) 264 (4) 15Changes in the Net Liability recognized in the Statement of Financial Position Net liability / receivable at the beginning of 1,385 1,599 79 79yearBenefits paid from the employer - Other (366)(764)- -Total expense recognized in the Statement 547 814 16 15of Comprehensive IncomeTotal amount recognized in Equity 92 (264) 4 (15)Other - - - -Net liability at the end of year 1,658 1,385 99 79Cumulative amount in Equity (Profit / 78 (59) 19 22(Loss))Cash flowsExpected benefits from the plan in the 80 45 - -following year The actuarial assumptions are presented in the following table. Annual Financial Report as of 31.12.2023 Page 255 of 292 Amounts in thousand Euro, unless stated otherwise Contents Greek Companies Thrace Ipoma ADActuarial Assumptions2023 2022 2023 20223.97% 3.20% 4.5% 6.00%Discount rateInflation2.40% 2.60% 4.7% 16.9%Average annual increase of personnel 3.40% 2.60% 12% 2.00%salariesDuration of liabilities4.9 years 5.2 years 8.9 years 7.4 year s 3.21.2 Defined benefit plans – Funded The subsidiaries Don & Low LTD and Thrace Polybulk AS have formed Pension Plans of defined benefits which operate as stand- alone legal entities in the form of trusts. Therefore the assets of the plans are not re- lated to the assets of the companies. The accounting treatment of the plans ac- cording to the revised IAS 19 is as follows: It is noted that a change of 0.5% in the discount rate would result into a change in the present value of liabilities by 2.9%- 3%, while a change of 0.5% in the average annual increase of personnel salaries would lead to a change in the present val- ue of liabilities by 2.6%-2.7%. GroupDefined benefit plans – Funded2023 2022Amounts recognized in the Statement of Financial PositionPresent value of liabilities 103,792 102,648Fair value of the plan’s assets (113,325)(109,817)Net liability recognized in the Statement of Financial (9,533) (7,169)PositionAmounts recognized in the financial resultsCost of current employment 90 118Net interest on the liability / (asset) (344) 1Ordinary expense in the Statement of Comprehensive (254) 119IncomeCost of recognition from previous years - -Cost of curtailment / settlements / service termination - -Other expense / (income) 575 469Foreign exchange differences - -Total expense in the Statement of Comprehensive Income 321 588 Page 256 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents GroupDefined benefit plans – Funded2023 2022Change in the present value of the liabilityPresent value of liability at the beginning of period 102,648 160,955Cost of current employment 87 115Interest cost 5,097 2,838Benefits paid from the plan (5,403) (5,863)Cost of curtailment / settlements / service termination - -Other expense / (income) (20) (24)Actuarial loss / (profit) – financial assumptions 1,839 (60,038)Actuarial loss / (profit) – demographic assumptions (2,299) 2,932Actuarial loss / (profit) – evidence from the period (141) 8,193Foreign exchange differences 1,984 (6,460)Present value of liability at the end of period 103,792 102,648Change in the value of assetsPresent value of the plan’s assets at the beginning of period 109,817 159,055Income from interest 5,441 2,838Return on assets 739 (40,718)Employer’s contributions 604 1,224Employees’ contributions - -Benefits paid from the plan (5,403) (5,863)Foreign exchange differences 2,127 (6,719)Present value of assets at the end of period 113, 325 109,817AdjustmentsAdjustments profit / (loss) in the liabilities due to change of 601 48,913assumptionsEmpirical adjustments profit / (loss) in liabilities - -Empirical adjustments profit / (loss) in assets 1,445 (40,718)Total actuarial profit / (loss) in Equity 2,046 8,195Cost recognition from previous years - -Foreign exchange differences - -Total amount recognized in Equity 2,046 8,195Asset allocationMutual Funds (Equities) 14,046 13,490 Annual Financial Report as of 31.12.2023 Page 257 of 292 Amounts in thousand Euro, unless stated otherwise Contents GroupDefined benefit plans – Funded2023 2022Mutual Funds (Bonds) 79,762 64,547Diversified Growth Funds 13,997 22,438Other 5,520 9,342Total 113,325 109,817Changes in the Net Liability recognized in Statement of Financial PositionNet liability / (receivable) at the beginning of year (7,169) 1,900Contributions from the employer / Other (495) (1,720)Total expense recognized in the Statement of Comprehensive 321 588IncomeTotal amount recognized in Equity (2,046) (8,195)Foreign exchange differences (144) 258Net liability / (asset) at the end of year (9,533) (7,169)Cumulative amount in Equity (Profit / (Loss) 17,130 27,087Cash flowsExpected benefits from the plan in the following year (5,638) (5,637) * The assets of the plan are measured at fair values and include mainly mutual funds of Baillie Gifford, of Legal & General Investment Management as well as of Ninety One plc. The category “Other” also includes the plan’s cash reserves. The actuarial assumptions are presented in the following table. Don & Low LTD Thrace Polybulk ASActuarial Assumptions2023 2022 2023 2022Discount rate4.80% 5.02% 3.10% 3.00%Inflation3.02% 3.14% 2.25% 3.00%Average annual increase of 3.02% 3.14% 3.50% 4.00%personnel salariesDuration of liabilities14 years 14 years 10 years 10 years It is noted that a change of 0.50% in the discount rate would have resulted into a change in the present value of liabilities by 6.5%-7.1%. Page 258 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents 3.22 Deferred Taxes Group The following amounts are recorded in the consolidated Statement of Financial Position, after any offsetting entries wherever required: Deferred Taxation 2023 2022Deferred tax assets 1,783 1,322Deferred tax liabilities (9,367) (10,625)Total deferred taxation (7,584) (9,303)Α. Change of deferred tax in the financial 2023 2022resultsstAs at January 1 (9,303) (6,362)Change in the financial results 2,416 (1,179)Foreign exchange differences (162) 442Change in the Statement of Comprehensive (535) (2,204)IncomestAs at December 31 (7,584) (9,303)Liabilities for Β. Deferred tax (liabilities)Amortization Other Totalemployee benefitsstAs at January 1, 2022 (7,924) (699) (8,623)Change in the Statement of (42) (1,418) 390 (1,070)Comprehensive Income Foreign exchange 62 370 (16) 416differencesChange in Statement of (1,374) 26 - (1,348)Comprehensive IncomestAs at December 31, 2022 (1,354) (8,946) (325) (10,625)Change in the Statement of 42 1,127 1,246 2,415Comprehensive IncomeForeign exchange (64) (144) 33 (175)differencesChange in other (983) 1 - (982)comprehensive incomestAs at December 31, 2023 (2,359) (7,962) 954 (9,367) Annual Financial Report as of 31.12.2023 Page 259 of 292 Amounts in thousand Euro, unless stated otherwise Contents Liabilities for C. Deferred tax assetsProvisionsOther Totalemployee benefitsstAs at January 1, 2022 856 880 525 2,261Change in the Statement of - 12 (121) (109)Comprehensive IncomeChange in the other (856) - - (856)comprehensive incomeForeign exchange differences - - 26 26stAs at December 31, 2022 - 892 430 1,322Change in the Statement of 4 10 (12) 2Comprehensive IncomeChange in the other 447 - - 447comprehensive incomeForeign exchange differences 23 - (11) 12stAs at December 31, 2023 474 902 407 1,783CompanyΑ. Change of deferred tax in the financial 2023 2022resultsstAs at January 1119 113Change in the Statement of Comprehensive 6 9IncomeChange in other comprehensive income 1 (3)stAs at December 31126 119Β. Deferred tax (liabilities)DepreciationOther TotalstAs at January 1, 2022 97 (2) 95Change in the Statement of Comprehensive 5 - 5IncomeChange in other comprehensive income - - -stAs at December 31, 2022 102 (2) 100Change in the Statement of Comprehensive 3 - 3IncomeChange in other comprehensive income - - -stAs at December 31, 2023 105 (2) 103 Page 260 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Liabilities for C. Deferred tax assetsProvisionsOther Totalemployee benefitsstAs at January 1, 2022 18 - - 18Change in the Statement of 3 - - 3Comprehensive IncomeChange in other comprehensive (3) - - (3)incomestAs at December 31, 2022 18 - - 18Change in the Statement of 2 - - 2Comprehensive IncomeChange in other comprehensive 1 - - 1incomestAs at December 31, 2023 21 - - 21 Suppliers and Other Short-Term Liabilities are presented analytically in the following tables: 3.23.1 Suppliers Group CompanySuppliers2023 2022 2023 2022Suppliers38,462 40,630 364 295Total 38,462 40,630 364 295 3.23 Suppliers and Other Short-Term Liabilities In the Statement of Financial Position of each Company, deferred tax assets and liabilities are offset, while in the specific table deferred tax assets and liabilities are presented in detail. Therefore, any recon- ciliation is made in the change between assets and liabilities. Annual Financial Report as of 31.12.2023 Page 261 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.24 Financial Derivative Products The Group enters into foreign exchange futures -purchase and sale- contracts, to cover the exchange risk from collection of receivables and payments in foreign cur- rency towards suppliers. These contracts have different expiration dates, depending on the date of each expected collection or payment. The valuation of the Company’s open position as of 31 st December 2023 is as follows: The fair value of the liabilities approaches the book value. * Customer prepayments concern contractual liabilities of the Group for the performance of the contractual agreements and the transfer of goods and/or services. The Group expects that the total advances will be recognized as revenue in the financial year 2024. Revenues will be recognized in the finan- cial results upon delivery of the order. Revenue corresponding to previous year’s customer advances has been recognized in the current year. 3.23.2 Other Short-Term Liabilities Group CompanyOther Short-Term Liabilities2023 2022 2023 2022Sundry creditors4,504 5,053 17 14Liabilities from taxes and pensions 4,363 4,917 357 238Dividends payable 143 143 139 115Customer prepayments * 1,387 1,483 - -Personnel salaries payable 1,360 1,412 65 69Accrued expenses – Other accounts payable9,621 9,962 687 896Total short-term liabilities 21,378 22,970 1,265 1,332 Pre-purchase Pre-purchase / Open Current Value Gain/(Loss) Currency/ (Pre-sale) (Pre-sale) Value Position(in €)from ValuationAmount (in $)(in €)USD Sale 5,900 5,416 5,339 77Total 5,900 5,416 5,339 77 Page 262 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents The Annual Ordinary General Meeting of Shareholders, that took place on May 24 th 2023, approved unanimously the distri- bution (payment) of dividend to Compa- ny’s Shareholders, from the profits of the fiscal year 2022 (01.01.2022-31.12.2022) and from prior years’ profits, and in par- ticular, approved the payment of the total amount of 11.300.000 Euro (gross amount), i.e. 0.2583361887 Euros per share (gross amount). It is noted that the Company had already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2022, on February 3 rd , 2023 (pursuant to a respective BoD decision), of a total amount of 3,000,000 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), which with the corresponding increase of the 751,396 treasury shares, which were held by the Company and were excluded by law from the interim dividend distribution, amount- ed to 0.0697835797 Euros per share (gross amount). After that, the remaining amount of the div- idend was 8,300,000 Euros (gross amount), from the profits of the fiscal year 2022 (01.01.2022-31.12.2022), i.e. 0.1897513599 Euros per share (gross amount), which af- ter the increase corresponding to 751,396 treasury (own) shares, which were held by the Company and were excluded from the dividend distribution, amount- ed to 0.1930679039 Euro per share (gross amount). The above amount of the dividend was subject to 5% withholding tax, in accor- dance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amend- ment of par. 24 of Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). Therefore, the final payable amount of dividend settled at 0.1834145087 Euro per share (net amount). The cut-off (ex-div- idend) date of the dividend was set for Wednesday, 31 st May 2023. Wednesday, 31 May 2023, was set as the ex-dividend date. Beneficiaries of the remaining dividend for fiscal year 2022 were shareholders regis- tered in the Company’s records in the De- materialized Securities System on Thurs- day, 1 st June 2023 (Record Date). The distribution (payment) of the above remaining dividend commenced on Wednesday, 7 th June 2023 and was paid through the paying Bank “PIRAEUS BANK S.A.” 3.25 Dividend 3.25.1 Dividend of Year 2022 The Board of Directors of the Company, during its meeting of September 25 th , 2023 approved the distribution (payment) of an interim dividend for fiscal year 2023 to the shareholders of the Company, of a total amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), which with the increase corresponding to the 798,549 treasury shares, which were held by the Company and in accordance with the law are excluded from the interim dividend distribution, amounted to 0.0698602048 Euros per share 3.25.2 Interim Dividend for the Year 2023 Annual Financial Report as of 31.12.2023 Page 263 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.26 Transactions with Related Parties Group CompanyIncome01.01 01.01 01.01 01.01 – 31.12.2023- 31.12.2022– 31.12.2023- 31.12.2022Subsidiaries -- 5,836 5,785Joint Ventures 4,7477,0 61 98 102Affiliated Companies 182102 - -Total 4,929 7,163 5,934 5,887 The Group’s revenues from joint ventures mainly refer to sales of products. Group CompanyExpenses01.01 01.01 01.01 01.01 – 31.12.2023- 31.12.2022– 31.12.2023- 31.12.2022Subsidiaries- - 115 163Joint Ventures791 572 - -Affiliated Companies952 1,590 467 561Total 1,743 2,162 582 724 The Group classifies as related parties the members of the Board of Directors, the di - rectors of the Companies divisions as well as the shareholders who own over 5% of the Company’s share capital (their related par - ties included). The commercial transactions of the Group with these related parties during the period 01.01.2023 – 31.12.2023 have been conduct - ed on an arms length basis and in the con- text of the ordinary business activities. The transactions with the Subsidiaries, Joint Ventures and Affiliated companies according to the IFRS 24 during the period 01.01.2023 – 31.12.2023 are presented below. The above amount of the interim divi- dend was subject to 5% withholding tax, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Ga- zette A΄ 167/23.07.2013), as in force after its amendment by Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). Therefore, the final payable amount of the interim dividend for the fiscal year 2023 was 0.0663671946 Euro per share. Thursday, 30 November 2023, was set as the ex-dividend date. Beneficiaries of the interim dividend for fiscal year 2023 were shareholders regis- tered in the Company’s records in the De- materialized Securities System on Friday, 1 st December 2023 (Record Date). The distribution (payment) of the above interim dividend commenced on Wednes- day, 6 December 2023 and was paid through the paying Bank “PIRAEUS BANK S.A.” Page 264 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyTrade and other receivables31.12.2023 31.12.2022 31.12.2023 31.12.2022Subsidiaries- - 499 1,775Joint Ventures1,276 1,386 6 -Affiliated Companies38 55 26 26Total1,314 1,441 531 1,801Group CompanySuppliers and Other Liabilities31.12.2023 31.12.2022 31.12.2023 31.12.2022Subsidiaries - - 17 1,241Joint Ventures 59 90 3 1Affiliated Companies125 56 33 33Total 184 146 53 1,275Group CompanyLong-term Liabilities31.12.2023 31.12.2022 31.12.2023 31.12.2022Subsidiaries - - 280 283Joint Ventures - - - -Affiliated Companies- - - -Total - - 280 283 In the context of the adoption of IFRS 16, the Company’s liabilities to Subsidiaries and Affiliated companies include lease liabilities. The Company’s lease liabilities with related parties are analyzed as follows: CompanyOpening New Contracts / Liabilities from Payments of Interests on Closing Balance balance Amendments of leasesleasesLeases31.12.202301.01.2023ContractsSubsidiaries 1 (1) - - -Affiliated 166 (104) 148 9 219CompaniesTotal 167 (105) 148 9 219 Annual Financial Report as of 31.12.2023 Page 265 of 292 Amounts in thousand Euro, unless stated otherwise Contents CompanyOpening New Contracts / Liabilities from Payments of Interests on Closing Balance balance Amendments of leasesleasesLeases31.12.202201.01.2022ContractsSubsidiaries 2 (1) - - 1Affiliated 277 (120) - 9 166CompaniesTotal 279 (121) - 9 167 In addition, the depreciation of the Com- pany includes depreciation for assets with a right of use, relating to lease agreements with related parties, amounting to € 96 (2022: € 115). Also, the Group’s liabilities to affiliated companies include lease liabilities which are analyzed as follows: GroupOpening New Contracts / Liabilities from Payments of Interests on Closing Balance balance Amendments of leasesleasesLeases31.12.202301.01.2023ContractsAffiliated 331 (248) 388 23 494CompaniesTotal 331 (248) 388 23 494GroupOpening New Contracts / Liabilities from Payments of Interests on Closing Balance balance Amendments of leasesleasesLeases31.12.202201.01.2022ContractsAffiliated 559 (246) - 18 331CompaniesTotal 559 (246) - 18 331 In addition, the depreciation of the Group includes depreciation for assets with a right to use, relating to lease agreements with related parties, amounting to € 232 (2022: € 227). The Group’s “subsidiaries” include all com- panies consolidated under “Thrace Plastics Group” with the full consolidation method. The “Joint Ventures” include those consoli- dated with the equity method. The Company has granted guarantees to banks against long-term debt of its sub- sidiaries. On 31 st December 2023, the out- standing amount for which the Company had provided guarantee settled at € 42,187 and is analyzed as follows: Page 266 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Guarantees for Subsidiaries 2023Thrace Nonwovens & Geosynthetics Single Person S.A. 19,262Thrace Plastics Pack SA 18,425Thrace Polyfilms Single Person S.A. 4,500Total 42,187 Group CompanyBoD Fees2023 2022 2023 2022BoD Fees 4,436 4,797 1,571 1,664 3.27 Remuneration of Board of Directors The remuneration concerns the Boards of Directors of 19 companies in which 31 members participate and include salaries of the executive members of the Boards of Directors, other remuneration and bene- fits of both the executive and the non-ex- ecutive directors. 3.28 Investments 3.28.1 Investments in companies consolidated with the full consolidation method The Management reviews at least on an- nual basis whether there are indications for impairment in goodwill. On 31.12.2023, the Management reviewed all equity in- vestments with regard to any evidence of impairment. At the same time it followed the procedures described in note 2.6 with regard to the review for goodwill impair- ment and at the same time concluded that there is no indication of a need for impairment of investments in subsidiaries. Based on the evaluation of the Manage- ment, there is no indication of a need for impairment of investments in subsidiaries as of 31.12.2023. The value of the Company’s investments in the subsidiaries, as of 31 st December 2023, is as follows: Annual Financial Report as of 31.12.2023 Page 267 of 292 Amounts in thousand Euro, unless stated otherwise Contents Companies consolidated with the full 2023 2022consolidation methodDon & Low LTD 37,495 37,495Thrace Plastics Pack SA 15,507 15,507Thrace Nonwovens & Geosynthetics Single Person SA 5,710 5,710Synthetic Holdings LTD 11,728 11,728Thrace Polyfilms Single Person SA 3,418 3,418Total 73,858 73,858 The following table presents the com- panies in which the management of the Company is jointly controlled with anoth- er shareholder with the right to participate in their net assets. The companies are con- solidated according to the Equity method in line with the provisions of IFRS 11. The parent Company holds direct business interest of 50.91% in Thrace Greenhous- es SA with a value of € 3,615 and of 51% in Thrace Eurobent SA with a value of € 204 as at 31/12/2023. The company Thra- ce Greiner Packaging SRL is 50% owned by Thrace Plastics Pack SA whereas Lumite INC. is 50% owned by Synthetic Holdings LTD. 3.28.2 Investments in companies consolidated with the equity method Country of Percentage of CompanyBusiness ActivityActivitiesShareholdingThe company operates in the production of plastic boxes Thrace Greiner for food products and paints and belongs to the packaging Romania46.47%Packaging SRLsector.The company’s shares are not listed.The company operates in the production of agricultural United Lumite INCfabrics and belongs to the technical fabrics sector.50.00%StatesThe company’s shares are not listed.The company operates in the production of agricultural Thrace Greeceproducts and belongs to the agricultural sector50.91%Greenhouses SAThe company’s shares are not listed.The company operates in the manufacturing of waterproof products with the use of Geosynthetic Clay Liner – GCL, and Thrace Eurobent Greece51.00%belongs to the technical fabrics sector.SAThe company’s shares are not listed. The change of the Group’s Investments in the companies that are consolidated with the equity method is analyzed as follows: Page 268 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents THRACE Investment in companies THRACE GREINER THRACE consolidated with the equity GREENHOUSES LUMITE INCTotalPACKAGING EUROBENT SAmethodSASRLBalance at beginning of year, 4,644 4,285 8,736 347 18,01201.01.2022Gain / (losses) from joint ventures 1,069 449 790 217 2,525Dividends (669) - (441) - (1,110)Foreign exchange differences and (3) - 497 - 494other reservesBalance at end of year, 31.12.2022 5,041 4,734 9,582 564 19,921Balance at beginning of year, 01.01.2023 5,041 4,734 9,582 564 19,921Gain / (losses) from joint ventures 1,434 220 305 372 2,331Dividends (954) - (454) - (1,408)Foreign exchange differences and (7) - (362) - (369)other reservesBalance at end of year, 31.12.2023 5,514 4,954 9,071 936 20,475 The financial statements of the companies are presented in the following tables: THRACE GREINER THRACE STATEMENT LUMITE INC THRACE EUROBENT SAPACKAGING SRLGREENHOUSES SAOF FINANCIAL POSITION2023 2022 2023 2022 2023 2022 2023 2022% of Shareholding46.47% 46.47% 50.91% 50.91% 50% 50% 51% 51%ASSETSProperty, Plant & 7,399 6,738 14,867 9,463 4,243 4,441 772 922EquipmentInventories 3,146 2,979 263 239 12,717 14,372 626 1,107Trade and other 3,470 3,390 3,203 1,953 1,729 1,556 1,030 439receivablesOther asset accounts - - 580 427 2 167 173 117Cash 3,879 2,685 363 1,360 3,856 3,057 1,057 605LIABILITIESBank debt 2,565 1,931 7,922 2, 811 2,141 2,371 754 895Other liabilities 4,260 3,703 1,623 1,332 2,361 2,110 1,052 1,100EQUITY 11,069 10,158 9,731 9,299 18,045 19,112 1,852 1,195 Annual Financial Report as of 31.12.2023 Page 269 of 292 Amounts in thousand Euro, unless stated otherwise Contents 9) THRACE GREINER THRACE STATEMENT OF LUMITE INC THRACE EUROBENT SAPACKAGING SRLGREENHOUSES SACOMPREHENSIVE INCOME2023 2022 2023 2022 2023 2022 2023 2022Turnover 20,900 22,815 8,795 9,424 25,517 31,750 5,933 6,994Cost of sales (15,362) (18,194) (6,914) (7,169)(21,708) (26,087)(4,183) (5,41Gross profit 5,538 4,621 1,881 2,255 3,809 5,663 1,750 1,575Selling & Distribution (978) (890) (816) (872) (1,548) (2,209) (731) (812)expensesAdministrative (1,373) (1,244) (503) (538) (1,284) (1,382) (94) (96)expensesOther (expenses) / 69 3 176 265 (38) 91 (47) (43)incomeOperating profit / 3,256 2,490 738 1,110 939 2,163 878 624lossFinancial result 49 22 (297) (97) (179) (119) (28) (33)Profit/(loss) before 3,305 2,512 441 1,013 760 2,044 850 591TaxesTaxes (432) (360) (9) (131) (246) (467) (193) (125)Profit/(loss) after 2,873 2,152 432 882 514 1,577 657 466Taxes 3.29 Commitments and Contingent Liabilities On 31 st December 2023 there are no signif- icant 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 Company and in favor of third parties (Greek State, suppliers and customers) amount to € 834. 3.30 Fees of auditing firms During the financial year 2023, the total fees of the Company’s and Group’s auditors, are analyzed as follows: Group CompanyFees of auditing firms2023 2022 2023 2022Fees for auditing services 452 498 66 68Fees for tax certificate 127 114 12 12Fees for non-audit services78 79 20 46Total 657 691 98 126 Page 270 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents The financial assets used by the Group, mainly consist of bank deposits, bank overdrafts, receivable accounts, payable accounts and loans. The Group’s activities, in general, create several financial risks. Such risks include market risk (foreign exchange risk and risk from changes of raw materials prices), credit risk, liquidity risk and interest rate risk. 3.31 Financial risks 3.31.1 Risk of Price Fluctuations of Raw Materials The Group is exposed to fluctuations in the price of polypropylene (represents 45% approximately of the cost of sales), which are mainly faced by a similar change in the selling price of the final product. The possibility that the increase in the price of polypropylene cannot be fully passed on to the selling price, causes unavoidably the compression of margins. For this rea- son, the Company accordingly adjusts, to the extent it is feasible, its inventory policy as well as its commercial policy in gener- al. Hence, in any case, the particular risk is deemed as relatively controlled. 3.31.2 Credit Risks The credit risk to which the Group and the Company are exposed is the likelihood that a counterparty will cause financial loss to the Group and the Company as a result of the breach of its contractual liabilities. The maximum credit risk to which the Group and the Company are exposed at the date of preparation of the financial statements is the book value of their fi- nancial assets. In order to address credit risk, the Group consistently applies a clear credit policy, which is monitored and eval- uated on an ongoing basis so that the credit granted does not exceed the credit limit per customer. Client sales insurance policies are also concluded per customer and no tangible guarantees on the assets of clients are required. In order to monitor credit risk, customers are grouped according to the category they belong to, their credit risk character- istics, the maturity of their receivables and any previous receivables that they have caused, taking into account future factors as well as the economic environment. • Impairment The Group and the Company, in the finan- cial assets that are subject to the model of expected credit losses, include receivables from customers and other financial assets. The Group and the Company recognize provisions for impairment with regard to the expected credit losses of all finan- cial assets. The expected credit losses are based on the difference between the contractual cash flows and the entire cash flows which the Group (or the Company) anticipates to receive. The difference is discounted by using an estimate concern- ing the initial effective interest rate of the financial asset. For the trade receivables, the Group and the Company applied the simplified approach of the accounting standard and calculated the expected Annual Financial Report as of 31.12.2023 Page 271 of 292 Amounts in thousand Euro, unless stated otherwise Contents credit losses based on the expected credit losses for the entire lifetime of these items. Regarding the remaining financial assets, the expected credit losses are being cal- culated according to the losses of the next 12 months. The expected credit losses of the following 12 months is part of the an- ticipated credit losses for the entire life of the financial assets, which emanates from the probability of a default in the payment of the contractual obligations within the next 12-month period starting from the reporting date. In case of a significant in- crease in credit risk since the initial recog- nition, the provision for impairment will be based on the expected credit losses of the entire life of the asset. At the date of the preparation of the finan- cial statements, impairment of receivables from customers and other financial assets was made on the basis of the above. The following table presents an analysis of the maturity of customers at 31/12/2023. Maturity of Trade Receivables’ Balances 31.12.2023 Group Company01 – 30 days 18,385 1831 – 90 days 35,046 48891 – 180 days 8,876 -180 days and over 7, 324 2,312Subtotal 69,631 2,818Provisions for doubtful receivables (7,452) (2,307)Total 62,179 511 The analysis of provisions is depicted in the following table: Percentage of expected Analysis of Provisions Expected credit lossescredit losses01 – 30 days 3 0.02 %31 – 90 days 78 0.22 %91 – 180 days 377 4.25 %180 days and above 6,994 95.51 %Total 7,452 100.00 % The above amounts are expressed in terms of due days in the table below: Page 272 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents With regard to uninsured receivables over- due more than 90 days, which the Group has classified as doubtful, relevant provi- sions have been made which are deemed as sufficient. Correspondingly, the amounts of maturity and past due for the financial year 2022 are presented in the following tables: Maturity of Trade Receivables’ Balances 31.12.2022 Group Company01 – 30 days 19,708 5031 – 90 days 37,429 -91 – 180 days 8,196 -180 days and over 7,126 2,312Subtotal 72,459 2,362Provisions for doubtful receivables (7,69 0) (2,307)Total 64,769 55Analysis of not past due/overdue trade receivables Group Company31.12.2022Receivables not pas due 52,008 50Overdue receivables 1 – 30 days 9,838 -Overdue receivables 31 – 90 days 3,015 -Overdue receivables above 91 days 7, 598 2,312Subtotal 72,459 2,362Provisions for doubtful customer receivables (7,690) (2,307)Total 64,769 55 Analysis of not past due/overdue trade receivables Group Company31.12.2023Receivables to be collected on time 46,545 505Overdue receivables 1 – 30 days 11, 856 -Overdue receivables 31 – 90 days 3,765 -Overdue receivables above 91 days 7, 4 65 2,313Subtotal 69,631 2,818Provisions for doubtful customer receivables (7,452) (2,307)Total 62,179 511 Annual Financial Report as of 31.12.2023 Page 273 of 292 Amounts in thousand Euro, unless stated otherwise Contents Liquidity risk monitoring focuses on the management of cash inflows and outflows on a permanent basis, so that the Group has the ability to meet its cash liabilities and retain the cash reserves required for its operations. Liquidity is managed by maintaining cash and approved bank credit lines. At the date of preparation of the financial statements, unused approved bank credits were available to the Group, which are considered sufficient to handle any possible shortage of cash in the future. Short-term bank liabilities are renewed at maturity, as they are part of the approved bank credit lines. The following table presents the liabilities – disbursements according to their matu- rity dates. 3.31.3 Liquidity risk Up to 1 1-6 6-12 1-5 Over 5 Group 31.12.2023TotalmonthmonthsmonthsYears yearsSuppliers 17,088 21,284 90 - - 38,462Other short-term 11, 611 9,695 72 - - 21,378liabilitiesShort-term debt 4,881 16,776 4,898 - - 26,555Liabilities from Leases 85 444 611 - - 1,140(short-term portion)Long-term debt - - - 26,713 1,077 27, 790Liabilities from Leases - - - 1,885 - 1,885(long-term portion)Other long-term liabilities - - - 518 - 518Total 31.12.2023 33,665 48,199 5,671 29,116 1,077117,728Up to 1 1-6 6-12 1-5 Over 5 Company 31.12.2023TotalmonthmonthsmonthsYears yearsSuppliers 259 105 - - - 364Other short-term 342 920 3 - - 1,265liabilitiesShort-term debt - - - - - -Liabilities from Leases 13 50 80 - - 143(short-term portion)Long-term debt - - - - - -Liabilities from Leases - - - 179 - 179(long-term portion)Other long-term liabilities - - - 1 - 1Total 31.12.2023 614 1.075 83 180 -1.952 Page 274 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Up to 1 1-6 6-12 1-5 Over 5 Group 31.12.2022TotalmonthmonthsmonthsYears yearsSuppliers 21,357 19,051 222 - - 40,630Other short-term liabilities 11, 324 10,367 1,279 - - 22,970Short-term debt 3,658 8,735 14,596 - - 26,989Liabilities from Leases 86 383 498 - - 967(short-term portion)Long-term debt - - - 30,993 648 31,641Liabilities from Leases - - - 1,446 241,470(long-term portion)Other long-term liabilities - - - 174 - 174Total 31.12.2022 36,425 38,536 16,595 32,613 672 124,841Up to 1 1-6 6-12 1-5 Over 5 Company 31.12.2022TotalmonthmonthsmonthsYears yearsSuppliers 248 47 - - - 295Other short-term liabilities 495 721 116 - - 1,332Short-term debt 1,022 - - - - 1,022Liabilities from Leases 12 61 74 - - 147(short-term portion)Long-term debt - - - - - -Liabilities from Leases - - - 76 -76(long-term portion)Other long-term liabilities - - - 1 - 1Total 31.12.2022 1,777 829 190 77 - 2,873 3.31.4 Foreign exchange risk The Group is exposed to foreign exchange risks arising from existing or expected cash flows in foreign currency and investments that have been made in countries outside Greece. The management uses hedge instruments, mainly foreign currency for- ward contracts, to hedge the risks arising from changes in foreign exchange rates. Sensitivity analysis of the effect of exchange rate changes is given in the table below. Annual Financial Report as of 31.12.2023 Page 275 of 292 Amounts in thousand Euro, unless stated otherwise Contents Foreign Currency 2023 2022Change of foreign currency USD GBP Other USD GBP Otheragainst Euro Profit before tax+5% (155) (53) - (333) 65 (18)-5% 172 58 - 368 (72) 21Equity+5% (58) (438) (319) (56) (881) (302)-5% 64 484 352 62 974 334 Note • Profits before Taxes are converted at the average exchange rates • Equity is converted at the exchange rate at the closing date of each fiscal year. The long-term loans of the Group have been granted by Greek and international banks and are mainly in Euro. Their repay- ment time varies, depending on the loan agreement and they are usually linked to Euribor plus spread. The Group’s short- term loans have been granted by vari- ous banks, with Euribor interest rate plus spread as well as Libor interest rate plus spread. The Group Management monitors the evolution of the interest rates level and initiate actions, to the extent possible, to retain or decrease the spreads. At the same time, effort is being placed on liquidity management, with a target to maintain a rational debt balance, compared with Group’s sales volume, profitability level and its investment plans. It is estimated that a change in the average annual interest rate by 1% will result in a (charge) / improvement of Earnings before Tax as follows: 3.31.5 Interest rate Risk Possible interest rate change Effect on Earnings before TaxGroup Company2023 2022 2023 2022Interest rate increase 1%(573) (610) - (1)Interest rate decrease 1%573 610 - 1 3.31.6 Capital Adequacy Risk The Group controls capital adequacy using the Net Debt to Equity ratio and the Net Debt to EBITDA ratio. The Group’s objective in relation to capital management is to en- sure the ability for its smooth operation in the future, while providing rational returns to shareholders and benefits to other par- ties, as well as to maintain an adequate cap- ital structure so as to ensure a low cost of capital. For this purpose, it systematically monitors working capital in order to main- tain the normal level of external financing. Page 276 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Group CompanyCapital Adequacy Risk2023 2022 2023 2022Long-term debt27,79 0 31,641 - -Long-term liabilities from leases 1,885 1,470 179 76Short-term debt26,555 26,989 - 1,022Short-term liabilities from leases1,140 967 143 147Total debt57,370 61,067 322 1,245Minus cash & cash equivalents27, 8 01 39,610 242 1,427Net debt 29,569 21,457 80 (182)EBITDA44,017 48,243 (263) (338)NET DEBT / EBITDA*0.67 0.44 - -EQUITY 277,054 267, 861 80,358 80,828NET DEBT / EQUITY 0.11 0.08 0.00 0.00 * Concerns Total Operations ** 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 does not monitor the particular ratio. *** The cash and cash equivalents, and therefore the net debt, do not include an amount of € 13,269 relating to time deposits, which have been concluded during the current financial year, with a duration of more than three months. The relevant amount has been transferred to the other receivables. Therefore with the addition of Group’s time deposits, the Group’s Net Debt accounts for € 16,300 (compared to € 21,457 in 2022). In view of the above, the Net Debt / EBITDA ratio settled at 0.37x (versus 0.44x in 2022), whereas the Net Debt / Equity ratio settled at 0.06x (versus 0.08x in 2022). Annual Financial Report as of 31.12.2023 Page 277 of 292 Amounts in thousand Euro, unless stated otherwise Contents 3.32 Significant Events The important events that took place during the financial year 2023 are listed below. Macroeconomic Environment, Performance and Prospects of the Group, Climate Issues and Expected Credit Losses 2023 was another year affected by a se- ries of unfavorable macroeconomic and geopolitical factors. On the one hand, hostilities in the Middle East created and keep creating further uncertainty in the European as well as the global economy, combined with the ongoing war conflict between Russia and Ukraine. On the other hand, the weak performance of Europe’s major economies created conditions of stagnation and uncertainty in the market. At the same time, the inflationary pres- sures continued to exist, however at clear- ly lower levels, while interest rates have remained at higher levels. In contrast to the above backdrop, the energy costs moved to lower levels com- pared to the levels of 2022, while costs of raw and auxiliary materials moved also to lower levels in comparison with the previ- ous year. With regard to the Group’s areas of activ- ity, 2023 was a year of low demand in the Technical Fabrics sector mainly affected by the weak demand in the construction and agricultural sector, while a stronger demand was s een in the Packaging se ctor. I. Group’s performance during 2023 In particular, during the fourth quarter of 2023, the following were observed: • Reduced demand for products in the construction sector. • Steady demand for products related to the infrastructure sector and to the large-scale construction projects. • Reduced demand for the products of the agricultural sector. • Increased demand for products relat- ed to the packaging sector (food and paints). • Almost zero demand for products re- lated to COVID-19. • Stabilization of the cost of raw mate- rials at lower levels, compared to the previous year. • Further pressures for decreases on sales prices, in all product categories as a result of reduced raw material prices and due to lower demand. • Steady energy costs during the cur- rent year, reduced however compared to 2022. • Steady transport costs with satisfacto- ry availability of transportation means. • Limited reduction in the cost of raw materials and packaging materials. • Constantly increased interest rates. From a financial perspective, Turnover amounted to €345.4 million in 2023, set- tling lower only due to the significant drop in average sale prices, versus the previous year Turnover of €394.4 million. It is noted that in the first months of 2022, the prices of raw materials had fluctuated at histori- cally high levels and therefore sale prices also moved upward during the same year. The volumes sold in 2023 stayed almost the same with the ones in 2022 despite the lower demand in key sectors of the Page 278 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents economy (construction, agricultural sec- tor) primarily in the European Union, Unit- ed Kingdom and USA. For the year 2023, Earnings before Inter- est, Taxes, Depreciation and Amortization (EBITDA) amounted to €44.0 million. In the year 2022, Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) had reached €48.2 million, how- ever following the deduction of the one- off profits from the COVID-19 products of approximately €5.3 million, in comparable terms, the Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) of year 2022 had settled at €42.9 million. As a result, on comparable basis, the operating profitability (EBITDA) posted an increase of 2.4% in 2023 versus 2022. In view of the difficult conditions prevail- ing in the markets and economies in gen- eral, particularly the ones of the Central Europe and the United Kingdom, the im- provement of Group’s profitability perfor- mance in 2023 versus 2022 clearly demon- strates the ability of the Group to achieve stable and recurring profitability. At the same time, the retention of volumes sold is also a strong indication of the Group’s potential to further enhance its financial performance in the future. Regarding the liquidity levels of the Group and the trading cycle of subsidiaries, there was no negative effect due to the difficult conditions observed during the year un- der consideration. The Group’s Net Debt amounted to €29.6 million, however it should be noted that the calculation of Net Debt does not include time depos- its of €13.3 million. Therefore in the event that this amount had been included, the Group’s net debt would have amounted to €16.3 million. The low level of Net Debt demonstrates the Group’s strong finan- cial position as well as the quality of its customer portfolio, its ability to make in- vestments while keeping its Net Debt rel- atively low, and also its ability to distribute significantly higher dividends compared to pre-pandemic levels. At the same time, the implementation of the Group’s investment plan, amounting to €30 million on a cash basis, was imple- mented smoothly via investments made mainly in the Group’s production facilities in Greece and abroad with regard to both business segments. II. Prospects of the Group In the first months of year 2024, both mar- kets and economies have been character- ized by trends and conditions which are relatively comparable to the ones of the year 2023. Inflation remains relatively sta- ble, whereas prices of raw and auxiliary materials have followed an upward trend which is expected to continue at least for the first half of 2024. Finally, the recent shipping crisis in Red Sea is causing diffi- culties in maritime trade but also creates upward pressures in transport costs, while the new tension in the Middle East makes the geopolitical conditions even more dif- ficult and increases the uncertainty about the economies. For the first quarter of 2024, the Manage- ment estimates that Group’s operating profitability (EBITDA), in absolute terms, will edge 5%-10% higher than in the first quarter of the previous year. This is due to specific actions taken on the Group level and specifically by the sales teams as well as the subsidiaries’ management teams, but is also due to profits generated from new product categories and partnerships. Furthermore, there is stable demand in the sectors of infrastructure and packaging, an increase in demand in the agricultural Annual Financial Report as of 31.12.2023 Page 279 of 292 Amounts in thousand Euro, unless stated otherwise Contents sector, whereas there is still weak demand in the construction sector. With regard to the Group’s annual profit- ability, the Management estimates that, despite the high uncertainty about the course of the global economy and of Eu- rope in particular, the Group’s EBITDA profitability for the year 2024 is expected to fluctuate at higher levels than the ones of 2023. However, even if the Company does not revise its initial annual target, the recent crisis in the Middle East creates new conditions of uncertainty, the effects of which are impossible to determine at the given time, therefore any estimate of an- nual profitability is highly uncertain, while the Management of the Group monitors the market developments so to be able to implement the necessary actions, in order not to deviate from its plan. of any other events that would create additional distress or abnormality in the market. ΙΙΙ. Climate issues The Group recognizes the risks and im- pacts that may arise in its business activi- ty due to the climate crisis and the energy transition, which may affect its production process and activities, while at the same time has identified great opportunities that are emerging through the adoption of the principles of circular economy, the use of recycled raw material and the invest- ment in renewable energy sources. In order to mitigate the risks arising from climate change, but also to take advantage of the opportunities that arise in order to achieve positive financial results for itself and the environment in which it operates, the Group is constantly adjusting its busi- ness model, in order to constantly reduce its environmental footprint. It achieves this through (a) recording direct and in- direct greenhouse gas emissions along with the constant improvement of the respective indicators, (b) reducing energy consumption in production processes, (c) self-production and use of energy from renewable sources (solar, geothermal and hydroelectric), (d) reducing the use of natural resources through the use of re- cycled raw material and (e) proper waste management. In addition, the Group focuses on the de- velopment of innovative and sustainable products and services, applying the prin- ciples of the circular economy. With the aim of further strengthening the achieve- ment of this goal, the Group has creat- ed the circular economy platform IN THE LOOP, which networks companies, brands, public entities and consumers, facilitates the continuous reduction of environmen- tal footprint throughout the value chain, and also designs specialized closed / con- trolled cycle systems of upgraded recy- cling purposes. Therefore, the Company has established and communicated relevant principles and policies, while it has formulated a strategic plan of specific actions, which are being implemented with measurable positive results thus ensuring the Group’s business continuity. At the same time, through a specialized team, appropriate actions are already being taken in order to implement the requirements of the new CSRD (Corporate Sustainability Reporting Directive). The Group’s excellent perfor- mance is also reflected in the respective evaluations performed from recognized international organizations. The Group has ranked in the highest “Platinum” scale in “Forbes ESG Transparency Index”, which reflects the level of transparency and has been also awarded the “B” rating from the international organization CDP (Carbon Page 280 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Disclosure Project), exceeding the global average for the manner by which it man- ages the impact of its activities on climate change. Further details are set out in the Non-Fi- nancial Information Report (Section 12) of the Annual Financial Report. ΙV. Expected Credit Losses There are no expected credit losses as a result of the current conditions and cir- cumstances. In any case, according to the established policy, a big part of the com- panies’ sales insured, while additional measures have been taken to ensure the Group carries out transactions with reli- able customers (credit risk assessment, credit scoring, advances, etc.). More infor- mation on credit risk can be found in note 3.31.2 of financial statements. Impact from Geopolitical Conditions The new middle east crisis has created geopolitical instability anew and a broader uncertainty about the potential macro- economic consequences that will likely emerge, especially in the event of a long- lasting conflict. It is noted that the Group does not directly carry out any significant business activities in the involved parties, i.e. in the areas directly affected by the conflict. At the same time, the recent conflicts of Israil and Iran create additional instability and uncertainty in the wider region and globally. More specifically, the overall exposure to the markets of Israel, Iran and Palestine is limited, as based on the volume data of 2023, sales in above countries amounted to 0.26% of the Group’s total turnover. The war outbreak after the Russian military invasion of Ukraine continues and creates geopolitical instability with adverse macroeconomic consequences which the company faces on a day-to-day basis and are mainly related to increase in a series of raw materials and products. The above conditions create an environment of great uncertainty affecting the level of demand especially in Europe. The Group does not have significant direct business activities in Ukraine and in Russia, i.e. in the areas directly affected by the war. Furthermore, the overall exposure to Ukraine and Russia is minimal. Based on the financial results of 2022, sales in these two countries stood at 0.55% of the Group’s total turnover (for 2022, corresponding sales had stood at 0.2% of total Group sales). Therefore, given the non-existence of any significant business activity in the specific regions when it comes to customer sales, the Group does not expect to have any immediate and significant impact on its financial performance. However, the negative and long-lasting evolution of the conflicts along with the wider and unfavorable macro-economic repercussions might potentially have a negative effect on the activities of all businesses and companies activating in Europe and therefore on the business activities of the Group. The Group’s Management closely monitors the relevant developments and if needed will undertake a series of actions to weather any negative consequences, should they arise. Annual Financial Report as of 31.12.2023 Page 281 of 292 Amounts in thousand Euro, unless stated otherwise Contents The interim dividend for fiscal year 2022 was paid in fiscal year 2023. More analyti- cally, the Board of Directors of the Compa- ny, during its meeting of November 22 nd , 2022 approved the distribution (payment) of interim dividend for fiscal year 2022 to the shareholders of the Company, of a to- tal amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), which with the increase corresponding to the 751,396 treasury shares, which were held by the Company and in accordance with the law are excluded from the interim dividend distribution, amounted to 0.0697835797 Euros per share. The above amount of the interim divi- dend is subject to 5% withholding tax, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Ga- zette A΄ 167/23.07.2013), as in force after its amendment by Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). Therefore, the final payable amount of the interim dividend for the fiscal year 2022 was 0.0662944007 Euro per share. The cut-off (ex-dividend) date of the in- terim dividend, as it had been already an- nounced, was Monday, January 30, 2023. Beneficiaries of the interim dividend for fiscal year 2022 were the shareholders reg- istered in the Company’s records in the De- materialized Securities System on Tuesday, January 31, 2023 (Record Date). The payment (distribution) of the interim dividend commenced on Friday, February 3, 2023, and was paid through the paying Bank “PIRAEUS BANK S.A.”, according to the procedure that had been described in the relevant Company’s announcement dated December 8 th , 2022. Interim Dividend fiscal year 2022 Announcement of Regulated Information in accordance with Law 3556/2007 The Company following the relevant no- tification, Company received from below shareholders from March 10th, 2023, an- nounced the following amendments / de- velopments on March 9, 2023: 1. Mr. Konstantinos Chalioris, shareholder and Chairman of the Board of Directors of the Company, transferred from his individual Investment Account, to two “Joint Investor Shares” (KEM), the first one jointly created with his son Alexan- dros Chalioris and the second one joint- ly created with his son Stavros Chalioris (himself being the first beneficiary in both “Joint Investor Shares”), a total of 18,000,983 common registered shares with voting rights, i.e. a percentage of 41.153% of a total of 43,741,452 common registered shares with voting rights of the Company. However, following the above, there was absolutely no change in the number and percentage of shares and voting rights controlled by Mr. Konstantinos Chalioris, who holds a total of 18,936,558 common registered shares with voting rights of the Company (and the same number of voting rights) a percentage of 43.292%. More specifically, he holds 18,000,983 common registered shares through the aforementioned “Joint Investor Share” and 935,575 common registered shares with voting rights (percentage 2.139%) through his Personal Investment Account. 2. Mr. Stavros Chalioris, son of Konstantinos, Page 282 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Replacement of a resigning member of the Audit Committee – Formation of the Audit Committee into a Body The Company announced that as a result of the resignation of the member of the Com- pany’s Audit Committee, Mr. Konstantinos Gianniris (third person - Non-Member of the Board of Directors), which is effective from 28.4.2023, the Board of Directors of the Company, by its Decision on. 2/5/2023, appointed Mrs. Sofia Manesi (third person - Non-Member of the Board of Directors) as a temporary replacement of the above resigned member in the Audit Committee of the Company until 24 May 2023, when the Annual General Meeting of the Com- pany’s shareholders was convened. The Board of Directors, following a rele- vant recommendation of the Remunera- tion and Nominations Committee, found in the person of Mrs. Sofia Manesi suffi- cient knowledge of the Company’s subject matter, a guarantee of ethics and reputa- tion, reliability and solvency, and that she has sufficient time to perform her duties as a member of the Audit Committee as well as experience and knowledge in auditing and accounting matters. The Board of Di- rectors appointed Mrs. Sofia Manesi to re- place the resigned member after having considered the Audit Committee’s Rules of Procedure and after finding that she ful- fils the requirements of independence of Article 9 of Law 4706/2020 and therefore has no dependency relationship with the Company or with persons connected to it, nor is she in any potential or actual situa- tion that leads to a conflict of interest with the Company. The Audit Committee decided on 2 May 2023 to elect Mr. Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors of the Company, as Chairman of the Audit Committee, in ac- cordance with the provisions of article 44 par. 1 case e) of Law 4449/2017, as in force. Following the above, the Audit Committee of the Company is constituted as follows: • Georgios Samothrakis, Independent Non-Executive Member of the Board of Directors of the Company, as Chair- man of the Audit Committee • Konstantinos Kotsilinis, Non-Member of the Board of Directors, - third per- son, member of the Audit Committee • Sofia Manesi, Non-Member of the Board of Directors, - third person, member of the Audit Committee, tem- porary Member of the Audit Commit- tee until the Annual General Meeting of the Company’s shareholders to be held on 24.5.2023, in accordance with article 44 par. 1 case f) of Law 4449/2017. due to his participation in the aforemen- tioned “Joint Investor Share” (which he holds jointly with Konstantinos Chalio- ris) holds 9,000,491 common registered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage 0.484%) in his Person- al Investment Account and, 3. Mr. Alexandros Chalioris, son of Kon- stantinos, due to his participation in the aforementioned “Joint Investor Share” (which he holds jointly with Konstantinos Chalioris) holds 9,000,492 common regis- tered shares of the Company (percentage 20.577%), while he already holds 212,071 common registered shares with voting rights (percentage of 0.484%) in his Per- sonal Investment Account. Annual Financial Report as of 31.12.2023 Page 283 of 292 Amounts in thousand Euro, unless stated otherwise Contents Annual Ordinary General Meeting of the Company’s Shareholders The Annual Ordinary General Meeting of the Company’s shareholders, which took place on May 24, 2023 remotely in real time via videoconference, approved the following among others: Α) the shareholders approved unani- mously the allocation (distribution) of the earnings for the fiscal year 2022 (01.01.2022-31.12.2022), and specifically they approved the distribution (pay- ment) of total dividend amounting to 11.300.000,00 Euro (gross amount) to the shareholders of the Company from the profits of the fiscal year ended De- cember 31, 2022, but also from profits of previous years. Given that the Company, pursuant to the relevant decision of its Board of Di- rectors dated 22.11.2022, has already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2022 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0697835797 Euros per share (gross amount increased by the amount corre- sponding to the treasury shares that the Company held at the cut-off date of inter- im dividend), the Annual Ordinary Gen- eral Meeting of shareholders approved unanimously the distribution of the re- maining amount of the dividend, and in particular of the amount of 8,300,000.00 Euros (gross amount), i.e. 0.1897513599 Euros per share (gross amount), which amount will be increased by the amount corresponding to the treasury shares that the Company will hold at the divi- dend cut-off date and which (treasury shares) are excluded from the distribu- tion, according to the provisions of arti- cle 50 of Law 4548/2018, as in force. The above final (gross) amount of the dividend is subject to 5% tax withhold- ing, in accordance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Gov- ernment Gazette A΄ 167/23.07.2013), as in force. B) the shareholders voted by majority pos- itively the Remuneration Report of the fiscal year 2022, which was prepared in accordance with the provisions of article 112 of L. 4548/2018, containing a com- prehensive overview of the total remu- neration of the members of the Board of Directors (executive and non-executive), and explaining how the Remuneration Policy of the Company was implement- ed for the immediately preceding fiscal year. C) the shareholders approved by majority the amendment of the article 15 of the Company’s Articles of Association refer- ring to the compensation (remuneration) of the members of the Board of Directors. D) the shareholders approved by majority the final decision on the appointment of a new member of the Company’s Audit Committee, in accordance with the provisions of article 44, par. 1 of Law 4449/2017, as applicable, Mrs. Sofia Manesi, who is also a third person and non-member of the Board of Directors, in replacement of a resigned mem- ber-third person who is not a member of the Board of Directors Mr. Konstantinos Finally, it was noted that all members of the Audit Committee meet the requirements and independence criteria under the current regulatory framework (article 44 par. 1 of Law 4449/2017 as in force and article 9 par. 1 and 2 of Law 4706/2020). Page 284 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents Announcement of ex- dividend date / Payment of remaining dividend for the Year 2022 The company announced, pursuant to the article 4.1.3.4 of the Athens Exchange Rule- book, that the Annual Ordinary General Meeting of Shareholders, that took place on May 24 th 2023, approved unanimous- ly the distribution (payment) of dividend to Company’s Shareholders, from the profits of the fiscal year 2022 (01.01.2022- 31.12.2022) and from prior years’ profits, and in particular, approved the payment of the total amount of 11.300.000 Euro (gross amount), i.e. 0.2583361887 Euros per share (gross amount). It is noted that the Company has already made the allocation (distribution) to the shareholders of an interim dividend for the fiscal year 2022, on February 3th, 2023, of a total amount of 3,000,000 Eu- ros (gross amount), i.e. 0.0685848289 Eu- ros per share (gross amount), which with the corresponding increase of the 751,396 treasury shares, which were held by the Company and were excluded by law from the interim dividend distribution, amount- ed to 0.0697835797 Euros per share (gross amount). After that, the remaining amount of the div- idend was 8,300,000 Euros (gross amount), from the profits of the fiscal year 2022 (01.01.2022-31.12.2022), i.e. 0.1897513599 Euros per share (gross amount), which af- ter the increase corresponding to 751,396 treasury (own) shares, which were held by the Company and were excluded from the dividend payment, amounted to 0.1930679039 Euro per share (gross amount). The above amount of the dividend was subject to 5% tax withholding, in accor- dance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amend- ment of par. 24 of Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). Therefore, the final payable amount of dividend settled at 0.1834145087 Euro per share (net amount). The cut-off (ex-div- idend) date of the dividend was set for Wednesday, 31 st May 2023. Beneficiaries of the remaining dividend for fiscal year 2022 are shareholders regis- tered in the Company’s records in the De- materialized Securities System on Thurs- day, 1 st June 2023 (Record Date). The distribution (payment) of the above remaining dividend commenced on Wednesday, 7 th June 2023 and was paid through the paying Bank “PIRAEUS BANK S.A.”. Gianniris. The new member fulfil all the conditions of independence of Law 4706/2020, as in force and the conditions of article 44 of Law 4449/2017, as in force. The decisions of the General Meeting of Shareholders are posted on the Compa- ny’s website at the link https://www.thrace- group.com/gr/en/general-meetings/ Annual Financial Report as of 31.12.2023 Page 285 of 292 Amounts in thousand Euro, unless stated otherwise Contents Re-constitution of the Audit Committee into Body - Appointment of New Member The Company notified the investor com- munity, in accordance with the provisions of article 17 paragraph 1 of Regulation (EU) under no. 596/2014 of the European Parlia- ment and of the Council of April 16, 2014, that the Annual Ordinary General Meeting of the Company’s Shareholders of May 24, 2023 approved by majority in accordance with the provisions of article 44 of Law 4449/2017, as applicable after the amend- ment by the article 74 of Law 4706/2020, the election-appointment of a new member of the Audit Committee (a third person, not a member of the Board of Directors) namely Ms. Sofia Manesi superseding a resigned member (a third person also not member of the Board of Directors) and namely Mr. Konstantinos Gianniris. It should be noted that the Audit Commit- tee under its new composition: (a) constitutes an Independent Joint Committee; (b) consists of three (3) members in total and in particular of one (1) Independent Non-Executive Member of the Board of Directors and two (2) third persons - Non-Members of the Board, indepen- dent of the Company. All persons fulfil the independence criteria of article 9, paragraph 1 and 2 of Law 4706/2020, as applicable, and (c) the term of the Committee coincides with the term of the Board of Directors, i.e. it will be five years, ending on Febru- ary 11, 2026, extending until the end of the period within which the next Ordi- nary General Meeting of Shareholders must be convened and until the relevant decision is taken. In no case, however, may the term of Committee exceed six years. In particular, following its aforementioned decision, the composition of the Company’s Audit Committee is as follows: 1. Georgios Samothrakis of Panagiotis, in- dependent non-executive member of the Board of Directors, 2. Konstantinos Kotsilinis of Eleftheri- os, third person - non-member of the Board of Directors. 3. Sofia Manesi of Nikolaos, third person – non-member of the Board of Directors, While at the same time the following were established and reconfirmed for each of the above members of the Committee: (a) the fulfilment of the individual and col- lective suitability criteria, in accordance with the provisions of article 3 of Law 4706/2020 and the Circular under num- ber 60/18.09.2020 of the Hellenic Capital Market Commission, as well as the pro- visions of the applicable and approved Suitability Policy of company, (b) the fulfilment -by all members of the Audit Committee, of the conditions of independence in accordance with the provisions of article 9, paragraph 1 and 2 of Law 4706/2020, as applicable, namely that: (i) the above members did not hold di- rectly or indirectly a percentage of voting rights greater than 0.5% of the Company’s share capital, and (ii) the above members were not asso- ciated with any financial, business, family or other dependent relation- ships, which may influence their de- cisions as well as their independent and objective judgment; (c) the non-existence of obstacles and conditions that are being described in Page 286 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents provisions of article 3, paragraph 4 of Law 4706/2020, as applicable, i.e. the non-issuance within one (1) year, before or after the election of the member re- spectively, of a final court decision that acknowledges the member’s guiltiness for loss-making transactions with relat- ed parties on behalf of a company or a non-listed company as provided by Law 4548/2018, (d) the absence of obstacles/incompatibili- ties posed by the provisions of the cur- rent legislative framework on corporate governance, including the Greek Corpo- rate Governance Code applied by the Company, the Operating Regulations and the Company’s Suitability Policy. (e) the sufficient knowledge of the sector in which the Company operates, and finally (f) the persons of the entire Audit Commit- tee possessed sufficient knowledge and experience in auditing and accounting (including knowledge and complete understanding of International Audit- ing Standards), conditions that were im- posed by the provision of article 44, para- graph 1, section g’ of Law 4449/2017. The Members of the Company’s Audit Committee during the meeting of May 25, 2023 unanimously elected Mr. Georgios Samothrakis of Panagiotis as Chairman of the Committee, since it was previously es- tablished but also verified that the above person: (a) is independent from the audited entity within the meaning of article 9, para- graph 1 and 2 of Law 4706/2020, as applicable, (b) is the most suitable for the position of Chairman based on professional train- ing, knowledge and experience. Following the above, the Audit Committee under its new final composition was recon- stituted into a body as follows: 1. Georgios Samothrakis of Panagiotis, in- dependent non-executive member of the Board of Directors, Chairman of the Committee. 2. Konstantinos Kotsilinis of Eleftheri- os, third person - non-member of the Board of Directors. Member of the Committee. 3. Sofia Manesis of Nikolaos, third person – non-member of the Board of Direc- tors, Member of the Committee. Commencement of Share Buyback Program The Company announced in compliance with the Regulation No. 596/2014/EU and the Athens Exchange Rulebook, that the Board of Directors approved the com- mencement of the implementation of the Company’s Shares Buy-back Program, as approved by the Annual General Meeting of the Shareholders dated May 24 th , 2023. It was noted that the approved Shares Buy-back program includes the purchase of Company’s shares through the Athens Exchange (ATHEX), in accordance with the provisions of articles 49 & 50 of L.4548/2018, until May 24 th ,2025, at a maximum number of 4,341,876 common registered shares (including and aggregating the treasury shares already purchased by the Company within the context of the previous Share Buy-back programs), with a purchase price range between fifty cents of Euro (0.50€) (minimum) per share and ten Euro (10 €) (maximum) per share. Share purchases are carried out in ac- cordance with the current regulatory framework. Annual Financial Report as of 31.12.2023 Page 287 of 292 Amounts in thousand Euro, unless stated otherwise Contents Announcement of the Decision to Distribute an Interim Dividend the 2023 The Company informed the investor com- munity, that the Board of Directors of the Company, during its meeting on 25 th Sep- tember 2023, approved the distribution (payment) to the Company’s shareholders of an interim dividend from the earnings of the current financial year 2023 amounting in total to 3,000,000 Euros (gross amount), i.e. 0.0685848289 Euro per share of the Company (gross amount). The final amount per share of the interim dividend which was paid, was increased by the amount corresponding to the treasury shares held by the Company on the cut-off date of the interim dividend. The above amount of interim dividend is subject to a withholding tax of 5% in ac- cordance with the provisions of article 40 paragraph 1 and of article 64 paragraph 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013) as applicable after its amendment by Law 4646/2019 (Govern- ment Gazette A΄ 201/12.12.2019). The distribution of the interim dividend takes place two (2) months after the reg- istration in G.E.MI. of the relevant an- nouncement regarding the release of the interim financial statements for the period 01.01.2023-30.06.2023 (First half of the cur- rent financial year 2023). Announcement of ex- dividend date / Payment date of interim dividend for the Year 2023 The Company announced to the investor community, pursuant to the article 4.1.3.4 of the Athens Exchange Rulebook, (called as “Regulation” hereafter), as in force, that the Board of Directors of the Com- pany, during its meeting of September 25 th , 2023, approved the distribution (pay- ment) of interim dividend for year 2023 to the shareholders of the Company, of a total amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), as already informed the investors’ community at Sep- tember 28 th , 2023, with a relevant corpo- rate announcement. (Note 3.25) Τhe Board of Directors of the Company, during its meeting of October 6 th , 2023 set the following dates: Thursday, November 30 th , 2023 was set as the interim dividend cut-off (ex-dividend) date. Beneficiaries of the interim dividend for fiscal year 2023 are the shareholders regis- tered in the Company’s records in the De- materialized Securities System on Friday, December 1 st , 2023 (Record Date). The payment (distribution) of the inter- im dividend will commence on Wednes- day, December 6 th , 2023, and will be paid through the paying Bank “PIRAEUS BANK S.A.” as follows: 1. Through the participants in the Dema- terialized Securities System (DSS) i.e. Banks and Brokerage/Securities Com- panies, according to the provisions of the DSS Operation Regulation of the Hellenic Central Securities Deposito- ry (ATHEXCSD) and the relevant deci- sions of ATHEXCSD. 2. Especially in cases of payment of the interim dividend to the legal heirs of deceased entitled shareholders, Page 288 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents whose securities are kept in the Spe- cial Account of their S.A.T. ID in the DSS under ATHEXCSD custody, the disbursement process will be facilitat- ed, following completion of the inher- itance procedural steps, through any branch of “PIRAEUS BANK” network. It was also clarified that according to the current applicable legislation, the right for the collection of the interim dividend amount expires after the completion of a five year period (article 250 of the Civil Code, section 15) from the end of the fis- cal year in which this right was created and following such time period the uncollect- ed amounts will irrevocably be reimbursed to the Hellenic State, in accordance with article 1 of legislative decree 1195/1942. The Société Anonyme under the name “THRACE PLASTICS HOLDING COMPANY COMMERCIAL SOCIETE ANONYME“ with the distinctive title “THRACE PLASTICS CO S.A.” (called as “Company” hereafter), here- by announced to the investor community, that the five-year period for the collection of the dividend for the financial year 2017, expired on December 31 st , 2023. Following that date, dividends not collected from en- titled parties will be written off, in favor of the Greek State in accordance with the ap- plicable legislation. Write-off of Dividend for the Financial Year 2017 Thrace Group’s New Investment Plan of a total amount of € 10 million in Packaging Business in Greece The Company announced the immedi- ate implementation of a new extended unplanned investment program of €10 million, for the Packaging Business Unit, which will take place in Greece, through its subsidiary Thrace Plastics Pack SA. The new investment program is oriented towards the Sustainable Development, fo- cusing on the further increase of the pro- duction capacity in the specific subsidiary of the Group, as well as in the Packaging Business Unit in general, targeting to sup- port the Greek clientele in a more efficient, direct and complete manner, with an even more complete product portfolio, as well as to further develop the Group’s export activities and subsequently enhance its business extroversion. The specific categories of the new invest- ment plan with immediate implementa- tion by the specific subsidiary, are summa- rized as follows: • Investment in Injection Molding Pro- duction Machines for the production of plastic containers, which is the main technology for production of plastic containers, targeting the food sector, the hotels / restaurants industries and the paints industry, • Investment in Thermoforming tech- nology, for the production of small plastic containers, targeting the food sector and in specific the dairy market, • Investment in Paper Packaging Pro- duction Machinery, supplementary to the existing product portfolio for the catering sector. The new investment plan, which will reach an amount of €10 million approximately, is in accordance with the sustainable de- velopment practices and will contribute to an environmental footprint reduction, while the new machines are expected to Annual Financial Report as of 31.12.2023 Page 289 of 292 Amounts in thousand Euro, unless stated otherwise Contents Announcement of the exact payable amount of the interim dividend for the fiscal year 2023 THRACE PLASTICS CO S.A. with reference to its earlier announcement dated Octo- ber 10th, 2023, announced to the investor community, pursuant to the article 4.1.3.4 of the Athens Exchange Rulebook, that the Board of Directors of the Company, during its meeting of September 25th, 2023 approved the distribution (payment) of interim dividend for fiscal year 2023 to the shareholders of the Company, of a to- tal amount of 3,000,000.00 Euros (gross amount), corresponding to 0.0685848289 Euros per share (gross amount), which with the increase corresponding to the 798,549 treasury shares, which were held by the Company and in accordance with the law are excluded from the interim dividend dis- tribution, would amount to 0.0698602048 Euros per share. The above amount of the interim dividend is subject to 5% withholding tax, in accor- dance with articles 40 par. 1 and 64 par. 1 of Law 4172/2013 (Government Gazette A΄ 167/23.07.2013), as in force after its amend- ment by Law 4646/2019 (Government Ga- zette A΄ 201/12.12.2019). Therefore, the final payable amount of the interim dividend for the fiscal year 2023 was 0.0663671946 Euro per share. be fully operational within the first half of 2024. Based on this time plan, it is estimat- ed that the new investments will increase the production capacity of the subsidiary by 4,000 tons approximately, on an annual basis. The new investment plan will be fi- nanced both with own funds and external financing. Issuance of Tax Certificates for the Fiscal Year 2022 The Company under the corporate name ‘THRACE PLASTICS HOLDING AND COM- MERCIAL ANONYMOUS COMPANY’ and the distinctive title ‘THRACE PLASTICS CO. S.A.’ (hereinafter referred to as the “Com- pany”) in compliance with the provisions of paragraph 4.1.3.1 section 12 of the Ath- ens Exchange Rulebook and article 17 of Regulation (EU) No 596/2014 of the Euro- pean Parliament and of the Council of 16 April 2014, announces to the investors that following the completion of the tax au- dits for the financial year 2022 (fiscal year 2022), which were carried out by the Char- tered Auditor-Accountants of the Group, in accordance with the provisions of article 65A law 4174/2013, both for the Company and its subsidiaries ‘Thrace Nonwovens & Geosynthetics S.A.’, ‘Thrace Polyfilms S.A.’, ‘Thrace Plastics Pack S.A.’, ‘Thrace Euro- bent S.A.’ and ‘Thrace Greenhouses S.A.’, the relevant tax certificates were issued with an “unqualified opinion”. Page 290 of 292 Annual Financial Report as of 31.12.2023 Amounts in thousand Euro, unless stated otherwise Contents The following paragraphs present the significant event that took place after the end of the financial year 2023 and up to the date of issuance of this Report: Proposed Dividend for the Year 2023 3.33 Significant events after the Reporting Period The Board of Directors of the Compa- ny, with its meeting of April 22nd, 2024, unanimously decided to propose to the Annual Ordinary General Meeting of shareholders the approval of the distri- bution (payment) of the profits of the fiscal year that ended on 31.12.2023 and in particular to propose the distribution (payment) to the shareholders of a divi- dend of a total amount of 10,250,000.00 Euros (gross amount), i.e. 0.2343314986 Euros per share (gross amount) from the profits of the fiscal year 2023 (01.01.2023-31.12.2023), but also from profits of previous years. Given that the Company, pursuant to the relevant decision of the Board of Di- rectors dated September 25th, 2023, has already distributed to the shareholders the interim dividend for the fiscal year 2023 of a total amount of 3,000,000.00 Euros (gross amount), i.e. 0.0685848289 Euros per share (gross amount), the Board of Directors will subsequently propose to the Annual Ordinary General Meeting of shareholders the distribu- tion of the remaining amount of the div- idend, and in particular the amount of 7,250,000.00 Euros (gross amount), i.e. 0.1657466698 Euros per share (gross amount), which gross amount per share will be increased by the amount corre- sponding to the treasury shares that the Company will hold on the dividend cut- off date (and which treasury shares are not entitled to the payment of the div- idend, by the provisions of article 50 of Law 4548/2018, as applicable.) The Annual Ordinary General Meeting of shareholders will take the final de- cision concerning the approval of the above proposal. There are no other events after the re- porting period that have a significant impact on the financial statements of the Group. Annual Financial Report as of 31.12.2023 Page 291 of 292 Amounts in thousand Euro, unless stated otherwise Contents V. ONLINE AVAILABILITY OF THE FINANCIAL REPORT The Annual Financial Statements of the Company, the Audit Report of the Chartered Au- ditor-Accountant and the Management Report of the Board of Directors, as well as the Annual Financial Statements, the reports of the Chartered Auditor-Accountant and the Reports of the Board of Directors of the companies that are incorporated in the consoli- dated financial statements of “THRACE PLASTICS CO SA” are registered on the internet at www.thracegroup.gr . The Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, were approved by the Board of Directors on 22 April 2024 and are signed by the representatives of such. The Chairman of The Chief Executive The Chief Financial The Chief the BoDOfficerOfficerAccountantKONSTANTINOS ST. DIMITRIOS P. DIMITRIOS V. FOTINI K. CHALIORISMALAMOSFRAGKOUKYRLIDOUID 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., 174 55 Alimos, Attica Greece www.thracegroup.gr 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