Attica Holdings S.A.

213800HBUHCXKIPIYO132021-01-012021-12-31iso4217:EUR213800HBUHCXKIPIYO132020-01-012020-12-31iso4217:EURxbrli:shares213800HBUHCXKIPIYO132021-12-31213800HBUHCXKIPIYO132020-12-31213800HBUHCXKIPIYO132020-12-31attica:NumberofsharesMember213800HBUHCXKIPIYO132020-12-31ifrs-full:IssuedCapitalMember213800HBUHCXKIPIYO132020-12-31ifrs-full:SharePremiumMember213800HBUHCXKIPIYO132020-12-31attica:FairvaluereserveMember213800HBUHCXKIPIYO132020-12-31ifrs-full:OtherReservesMember213800HBUHCXKIPIYO132020-12-31ifrs-full:RetainedEarningsMember213800HBUHCXKIPIYO132020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800HBUHCXKIPIYO132020-12-31ifrs-full:NoncontrollingInterestsMember213800HBUHCXKIPIYO132021-01-012021-12-31attica:NumberofsharesMember213800HBUHCXKIPIYO132021-01-012021-12-31ifrs-full:IssuedCapitalMember213800HBUHCXKIPIYO132021-01-012021-12-31ifrs-full:SharePremiumMember213800HBUHCXKIPIYO132021-01-012021-12-31attica:FairvaluereserveMember213800HBUHCXKIPIYO132021-01-012021-12-31ifrs-full:OtherReservesMember213800HBUHCXKIPIYO132021-01-012021-12-31ifrs-full:RetainedEarningsMember213800HBUHCXKIPIYO132021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800HBUHCXKIPIYO132021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember213800HBUHCXKIPIYO132021-12-31attica:NumberofsharesMember213800HBUHCXKIPIYO132021-12-31ifrs-full:IssuedCapitalMember213800HBUHCXKIPIYO132021-12-31ifrs-full:SharePremiumMember213800HBUHCXKIPIYO132021-12-31attica:FairvaluereserveMember213800HBUHCXKIPIYO132021-12-31ifrs-full:OtherReservesMember213800HBUHCXKIPIYO132021-12-31ifrs-full:RetainedEarningsMember213800HBUHCXKIPIYO132021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800HBUHCXKIPIYO132021-12-31ifrs-full:NoncontrollingInterestsMember213800HBUHCXKIPIYO132019-12-31attica:NumberofsharesMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:SharePremiumMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31attica:FairvaluereserveMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:OtherReservesMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:RetainedEarningsMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:NoncontrollingInterestsMemberifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31ifrs-full:PreviouslyStatedMember213800HBUHCXKIPIYO132019-12-31attica:NumberofsharesMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:IssuedCapitalMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:SharePremiumMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31attica:FairvaluereserveMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:OtherReservesMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:RetainedEarningsMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:NoncontrollingInterestsMemberifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31ifrs-full:FinancialEffectOfChangesInAccountingPolicyMember213800HBUHCXKIPIYO132019-12-31attica:NumberofsharesMember213800HBUHCXKIPIYO132019-12-31ifrs-full:IssuedCapitalMember213800HBUHCXKIPIYO132019-12-31ifrs-full:SharePremiumMember213800HBUHCXKIPIYO132019-12-31attica:FairvaluereserveMember213800HBUHCXKIPIYO132019-12-31ifrs-full:OtherReservesMember213800HBUHCXKIPIYO132019-12-31ifrs-full:RetainedEarningsMember213800HBUHCXKIPIYO132019-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800HBUHCXKIPIYO132019-12-31ifrs-full:NoncontrollingInterestsMember213800HBUHCXKIPIYO132019-12-31213800HBUHCXKIPIYO132020-01-012020-12-31attica:NumberofsharesMember213800HBUHCXKIPIYO132020-01-012020-12-31ifrs-full:IssuedCapitalMember213800HBUHCXKIPIYO132020-01-012020-12-31ifrs-full:SharePremiumMember213800HBUHCXKIPIYO132020-01-012020-12-31attica:FairvaluereserveMember213800HBUHCXKIPIYO132020-01-012020-12-31ifrs-full:OtherReservesMember213800HBUHCXKIPIYO132020-01-012020-12-31ifrs-full:RetainedEarningsMember213800HBUHCXKIPIYO132020-01-012020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800HBUHCXKIPIYO132020-01-012020-12-31ifrs-full:NoncontrollingInterestsMember ATTICA HOLDINGS S.A. ANNUAL FINANCIAL REPORT For Fiscal Year 2021 (1.1-31.12.2021) In compliance with Article 4, Law 3556/2007 (Amounts in Euro thousand) ATTICA HOLDINGS S.A. Registration Number: 7702/06/B/86/128 Commercial Registration Number: 5780001000 1-7 Lysikratous & Evripidou Street, Kallithea, 176 74 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 2 CONTENTS STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS ....................................................................... 5 Independent Auditor’s Report ............................................................................................................................. 6 BOARD OF DIRECTORS ANNUAL REPORT FOR THE PERIOD 1.1.2021 – 31.12.2021 ............................13 Annual Consolidated and Company Financial Statements for the Fiscal Year 2021 .......................................81 Statement of comprehensive income for the period ended December 31 2021 & 2020..................................82 Statement of financial position as at 31st of December 2021 and at December 31, 2020 ..............................83 Statement of changes in equity of the Group (period 1.1 to 31.12.2021) ........................................................84 Statement of changes in equity of the Group (period 1.1 to 31.12.2020) ........................................................84 Statement of changes in equity of the Company (period 1.1 to 31.12.2021) ...................................................85 Statement of changes in equity of the Company (period 1.1 to 31.12.2020) ...................................................85 Cash Flow Statement (period 1.1 to 31.12 2021 and 2020) .............................................................................86 Notes to Financial Statements ..........................................................................................................................87 1. General Information ...........................................................................................................................87 2. Significant accounting policies applied by the Group ........................................................................87 2.1. Basis for preparation of financial statements ....................................................................................87 2.1.1. Significant accounting policies and main sources of uncertainty of accounting estimates ...............89 2.2. Consolidation .....................................................................................................................................90 2.2.1. Accounting Policy in accordance with the presentation of ANEK S.A. - SUPERFAST in the financial statements of the Group ...................................................................................................................................90 2.2.2. Subsidiaries .......................................................................................................................................90 2.2.3. Consolidated financial statements ....................................................................................................90 2.3. Investments .......................................................................................................................................91 2.4. Associates .........................................................................................................................................91 2.5. Joint arrangements ............................................................................................................................92 2.6. Tangible assets .................................................................................................................................92 2.7. Intangible Assets ...............................................................................................................................94 2.7.1. Goodwill .............................................................................................................................................94 2.7.2. Trademarks .......................................................................................................................................94 2.7.3. Software ............................................................................................................................................94 2.8. Impairment of assets/ Reversal of tangible assets impairment .........................................................95 2.9. Inventories .........................................................................................................................................95 2.10. Trade receivables ..............................................................................................................................95 2.11. Cash and cash equivalents ...............................................................................................................96 2.12. Share Capital .....................................................................................................................................96 2.13. Distribution of dividends / optional reserves ......................................................................................96 2.14. Revenue ............................................................................................................................................96 2.14.1. Revenue from passengers and vehicle fares ....................................................................................96 2.14.2. Revenue from on board sales of goods and services .......................................................................97 2.14.3. Interest income ..................................................................................................................................97 2.14.4. Income from dividends ......................................................................................................................97 2.14.5. Income from chartering .....................................................................................................................97 2.15. Government Grants – Government Assistance ................................................................................97 2.15.1. Assets related grants .........................................................................................................................97 2.15.2. Income related grants ........................................................................................................................97 2.16. Operating segments ..........................................................................................................................98 2.17. Expenses ...........................................................................................................................................98 2.17.1. Recognition of expenses ...................................................................................................................98 2.17.2. Financial expenses ............................................................................................................................98 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 3 2.17.3. Borrowing costs .................................................................................................................................98 2.17.4. Employee benefits .............................................................................................................................99 2.17.4.1. Short-term benefits ............................................................................................................................99 2.17.4.2. Post-employment benefits .................................................................................................................99 2.17.5. Leases .............................................................................................................................................100 2.17.5.1. Finance Leases ...............................................................................................................................100 2.17.5.2. Operating Lease ..............................................................................................................................102 2.17.6. Contingent liabilities and contingent assets ....................................................................................102 2.17.7. Allocation of revenue and expenses ...............................................................................................102 2.17.7.1. Allocation of joint revenue and expenses ........................................................................................102 2.1.1.1. Allocation of expenses ....................................................................................................................103 2.18. Current and deferred income taxes .................................................................................................103 2.18.1. Profit from shipping activities...........................................................................................................103 2.18.2. Profit from non-shipping activities ...................................................................................................103 2.19. Effect of changes in foreign exchange rates ...................................................................................103 2.20. Financial liabilities ...........................................................................................................................104 2.21. Financial assets ...............................................................................................................................105 2.22. Earnings per share ..........................................................................................................................107 2.23. Application of new Standards ..........................................................................................................107 2.23.1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union ............................................................................................107 2.23.2. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union .............................................................108 2.23.3. Change in accounting policy regarding attributing defined benefit to periods of service in accordance with IAS 19 “Employee Benefits” ....................................................................................................................110 3. Financial risk management .............................................................................................................112 3.1. Financial risk factors ........................................................................................................................112 3.1.1. Foreign currency risk .......................................................................................................................112 3.1.2. Credit risk ........................................................................................................................................113 3.1.3. Liquidity risk .....................................................................................................................................113 3.1.4. Interest rate risk ...............................................................................................................................115 3.1.5. Capital Risk Management ...............................................................................................................115 3.1.6. Fuel prices fluctuation risk ...............................................................................................................115 3.1.7. Competition .....................................................................................................................................116 3.1.8. Risks arising from COVID-19 pandemic .........................................................................................116 4. Fair value of financial instruments ...................................................................................................119 4.1. Financial derivatives ........................................................................................................................119 4.2. Investments carried at fair value .....................................................................................................119 4.3. Other financial assets and liabilities carried at fair value ................................................................120 5. Consolidation - Joint venture revenue agreement ..........................................................................121 5.1.1. Consolidation of ATTICA S.A. HOLDING subsidiaries ...................................................................121 5.1.2 Consolidation of associates / Joint ventures ...................................................................................121 5.2. Agreement between ATTICA HOLDINGS S.A. and ANEK .............................................................122 5.3. Business combinations ....................................................................................................................122 5.3.1. Attica Group aquires control at Naxos Resort Beach Hotel Single Member S.A. ...........................122 6. Related Party disclosures ................................................................................................................123 6.1. Intercompany transactions ..............................................................................................................123 6.1.1. Intercompany transactions with the companies of Marfin Investment Group and Piraeus Bank ....125 6.2. Participation of the members of the Board of Directors of ATTICA HOLDING S.A. in the Board of Directors of other companies ..........................................................................................................................125 6.3. Guarantees ......................................................................................................................................125 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 4 6.4. Board of Directors and Executive Directors’ Fees ..........................................................................126 7. Notes to the Financial Statements for the period 1.1.2021- 31.12.2021 ........................................126 7.1. Operating Segments – Geographical Segment Report ..................................................................126 7.2. Cost of Sales – Administrative Expenses – Distribution Expenses ................................................129 7.3. Other operating income ...................................................................................................................130 7.4. Other financial results ......................................................................................................................130 7.5. Financial expenses ..........................................................................................................................131 7.6. Financial income .............................................................................................................................131 7.7. Income from dividends ....................................................................................................................131 7.8. Profit from acquisiton of subsidiaries ..............................................................................................131 7.9. Share in net profit / (loss) of companies acounted for under the equity method ............................131 7.10. Profit / (loss) from disposal of assets ..............................................................................................131 7.11. Income Tax ......................................................................................................................................132 7.12. Earnings per share ..........................................................................................................................133 7.13. Tangible assets ...............................................................................................................................133 7.14. Goodwill ...........................................................................................................................................136 7.15. Intangible Assets .............................................................................................................................137 7.16. Investments in subsidiaries .............................................................................................................139 7.17. Investments in Associates and Joint Ventures................................................................................141 7.18. Long-term Financial Receivables ....................................................................................................141 7.19. Other Non-current Assets ................................................................................................................141 7.20. Deferred Tax Assets – Liabilities .....................................................................................................142 7.21. Inventory ..........................................................................................................................................143 7.22. Trade and other receivables............................................................................................................143 7.23. Other current assets ........................................................................................................................144 7.24. Financial derivatives ........................................................................................................................144 7.25. Cash and cash equivalents .............................................................................................................146 7.26. Share Capital – Reserves ...............................................................................................................147 7.27. End of service employee benefit obligations ...................................................................................148 7.28. Long-term and Short-term Loan Liabilities ......................................................................................151 7.29. Long-term Provisions ......................................................................................................................153 7.30. Trade and other payables ...............................................................................................................153 7.31. Trade and other payables ...............................................................................................................153 7.32. Income tax payable .........................................................................................................................153 7.33. Other short-term liabilities ...............................................................................................................154 8. Contingent assets and liabilities ......................................................................................................154 9. Significant Events ............................................................................................................................155 10. Events after the Statement of Financial Position date ....................................................................157 11. Dividends .........................................................................................................................................157 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 5 STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS (In accordance with article 4, par. 2 of Law 3556/2007) The following members of the Board of Directors of ATTICA HOLDINGS S.A.: 1. Kyriakos Magiras, Chairman of the Board of Directors, 2. Spyridon Paschalis, Chief Executive Officer and 3. Michalis Sakellis, Vice President, Non Executive Member, having been specifically assigned by the Board of Directors, In our abovementioned capacity declare that, to the best of our knowledge: a) the accompanying financial statements of Attica Holdings S.A. for the period 1.1.2021 – 31.12.2021, drawn up in accordance with the applicable accounting standards, reflect in a true manner the assets and liabilities, equity and results of Attica Holdings S.A. as well as of the companies included in the consolidation, taken as a whole, b) the accompanying Report of the Board of Directors reflects in a true manner the development, performance and financial position of Attica Holding S.A. and of the companies included in the consolidation, taken as a whole, including the description of the principal risks and uncertainties, c) the annual financial statements were approved by the Board of Directors of Attica Holding S.A. on 5.4.2022 and are available in the internet on the web address www.attica-group.com. Athens, 5 April, 2022 Confirmed by Chairman of the B.O.D. Chief Executive Officer Kyriakos D. Magiras Spyridon Ch. Paschalis I.D. No: ΑΚ 109642 I.D. No: ΑΒ 215327 Vice President Specifically assigned by the BoD Michalis G. Sakellis I.D. No: X 643597 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 6 Independent Auditor’s Report To the Shareholders of “ATTICA HOLDINGS S.A.” Report on the audit of the separate and consolidated financial statements Opinion We have audited the accompanying separate and consolidated financial statements of the company “ATTICA HOLDINGS S.A.” (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2021, and the separate and consolidated statement of comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of significant accounting policies and other explanatory notes. In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as of December 31, 2021, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union. Basis for opinion We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been transposed in Greek Legislation. Our responsibilities under those standards are described in the “Auditor’s responsibilities for the audit of the separate and consolidated financial statements” section of our report. 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) as transposed in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 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 the consolidated financial statements of the current annual period. These matters and the related risks of material misstatements were addressed in the context of our audit of the separate and the 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 matters How our audit addressed the key audit matter Vessels book value Attica Group operates Ropax Vessels with a carrying value of € 649.3mil. as at 31 December, 2021. In accordance with Group’s accounting policy, vessels are stated at cost less accumulated depreciation and less/plus any impairment losses/reversal of impairment Our audit approach included, among others, the following procedures: • We assessed management’s procedures for the identification of impairment/reversal of impairment indications relating to vessels value. • We assessed management’s procedures relating to the preparation ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 7 losses. At the end of each reporting period, the Group’s management assesses the recoverable amount of vessels, which is the higher of fair value less costs of disposal and value-in-use. Fair value of vessels is estimated according to independent expert’s valuation reports less estimated costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from cash generating units (C.G.U.) determined by management. The estimation of future cash flows depends on estimations used by management regarding future fuel oil prices, traffic volumes, capital expenses and discount rates. Taking into consideration the significant value of vessels, the importance of the management's assumptions and estimates, we consider this area as a key audit matter. Management’s disclosures for the accounting policy, assumption and estimates used for the analysis of the above are included in explanatory notes 2.6, 2.8 and 7.13 of the financial statements. of business plans in order to define value-in-use. • We assessed the the independence and sufficiency of the estimates performed regarding the vessel’s valuations. • We reviewed the appropriateness of capitalization that was considered as a separate element in the value of vessels in accordance with the requirements of IAS 16 "Property, Plant and Equipment". • We assessed the mathematical accuracy of discounted cash flow models and the reasonableness of management’s assumptions and estimates. • We assessed the adequacy of the related disclosures in the separate and consolidated financial statements. Book Value of Investments in subsidiaries As at 31.12.2021, the parent company, Attica Holdings S.A. holds investments in subsidiaries of € 774mil. As also referred to the attached Financial Statements, the Company measures its investments at fair value, recognizing the valuation differences in Equity. No subsidiary of the parent company has stocks traded in an active market. Two methods are used to determine their fair value. Specifically, the methods of present value of the estimated future cash flows expected to be derived from the subsidiaries are used, and that of the value resulting from the adjusted (based on the fair value of the vessels) net assets of each subsidiary. Then for the final value of each subsidiary follows the weighting of the two methods. Management's assumptions and estimates are mainly related to international fuel prices, traffic volumes, capital expenses and discount rates. Our audit approach included, among others, the following procedures: • We assessed management’s procedure relating to the preparation of business plans. • We assessed the mathematical accuracy of discounted cash flow models and the reasonableness of management’s assumptions and estimates. • We reviewed the computation of the adjusted values of net assets of subsidiaries, taking into consideration the independent expert’s vessel fair value valuation reports received by the management. • We assessed the independence and sufficiency of the management’s experts. • For the above procedures, where this was deemed appropriate, we used our firm’s specialist. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 8 In 2021, profit from investements measurement at fair value amounted to € 31.6 mln. Taking into consideration the significant amounts of the investments mentioned above, the use of management's assumptions and estimates for the determination of the relative recoverable amounts, and the use of independent experts regarding vessels values, we consider this area as a key audit matter. Management’s disclosures for the accounting policy, assumption and estimates used for the analysis of the above are included in explanatory notes 2.1.1., 2.2.2 and 7.16 of the financial statements. • We assessed the adequacy of the related disclosures in the separate and consolidated financial statements. Impairment of goodwill and intangible assets As of December 31, 2021, the Group recognized goodwill of € 10.8 mil, intangible assets relating to HSW trademark amounting to € 5.7 mil. According to IFRS’s requirements goodwill as well as intangible assets with indefinite useful life are tested for impairment at least on an annual basis. The impairment test incurs determination of recoverable amounts based on the assets value-in-use. The calculation of the value-in- use arises from the discounted cash flows method, based on the business plans which incorporate key assumptions and estimates of the Management. Taking into consideration the significant value of goodwill and intangible assets with indefinite useful life as well as the significance of management's assumptions/accounting regarding the matter, we consider this area as a key audit matter. Management’s disclosures for the accounting policy, assumption and estimates used for the analysis of the above are included in explanatory notes 2.1.1, 2.7.1, 2.7.2, 7.14 and 7.15 of the financial statements. Our audit approach included, among others, the following procedures: • We assessed management’s procedures for the identification of impairment indications relating to these non-current assets. • We assessed management’s procedure relating to the preparation of business plans. • We assessed the mathematical accuracy of discounted cash flow models. • For the above procedures, where this was deemed appropriate, we used our firm’s specialist. • We assessed the adequacy of the related disclosures in the separate and consolidated financial statements. Other Information Management is responsible for the other information. The other information is included in the Board of Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the Declaration of the Board of Directors Representatives but does not include the financial statements and our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 9 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. If, based on the procedures performed, we conclude that there is a material misstatement therein; we are required to communicate that matter. We have nothing to report in this respect. Responsibilities of management and those charged with governance for the separate and consolidated financial statements Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as endorsed by the European Union, and for such internal control as management 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, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so. The Audit Committee (Art. 44, Law 4449/2017) of the Company is responsible for overseeing the Company’s and the 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 the 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, as they have been transposed in Greek Legislation, 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 as they have been transposed in Greek Legislation, we exercise professional judgment and maintain professional skepticism 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 the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s 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 the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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 the Group to cease to continue as a going concern. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 10 • Evaluate the overall presentation, structure and content of the stand-alone and consolidated financial statements, including the disclosures, and whether the stand-alone 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 separate and consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the Company and the Group. 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 consolidated financial statements of the current period and are therefore the key audit matters. Report on Other Legal and Regulatory Requirements 1. Board of Directors’ Report Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2 (part B) of L. 4336/2015, we note the following: a. The Board of Directors’ Report includes the Corporate Governance Statement, which provides the information required by Article 152 of Law 4548/2018. b. In our opinion the Board of Directors’ Report has been prepared in accordance with the legal requirements of articles 150-151 and 153 - 154 and paragraph 1 (cases c’ and d’) of Article 152, Law 4548/2018 and the content of the Board of Directors’ report is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2021. c. Based on the knowledge we obtained during our audit about the Company “ATTICA HOLDINGS S.A.” and its environment, we have not identified any material inconsistencies in the Board of Directors’ Report. 2. Additional Report to the Audit Committe Our audit opinion on the separate and the consolidated financial statements is consistent with the additional report to the Audit Committee referred to in article 11 of EU Regulation 537/2014. 3. Non Audit Services We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014. The allowed services provided to the Company and its subsidisaries, in addition to the statutory audit, during the year ended 31 December 2021 have been disclosed in Note 7.2 to the accompanying separate and consolidated financial statements. 4. Auditor’s Appointment We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 17/06/2008. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 14 consecutive years. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 11 5. Bylaws (Internal Regulation Code) The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article 14 of Law 4706/2020. 6. Assurance Report on European Single Electronic Format We examined the digital records of the Company, prepared in accordance with the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and consolidated financial statements of the Company for the year ended December 31, 2021, in XHTML format "213800HBUHCXKIPIYO13-2021-12-31- el", as well as the provided XBRL file "213800HBUHCXKIPIYO13-2021-12-31-el.zip" with the appropriate mark-up, on the aforementioned consolidated financial statements. Regulatory Framework The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, the following requirements: - All annual financial reports shall be prepared in XHTML format. - For the consolidated financial statements in accordance with IFRS, financial information included in the statements of comprehensive income, financial position, changes in equity and cash flows shall be marked-up with XBRL tags, in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards. The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing a conclusion of reasonable assurance. Responsibilities of Management and Those Charged with Governance for the ESEF Digital Records Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company for the year ended December 31, 2021, in accordance with the requirements of ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibilities for the Reasonable Assurance of ESEF Digital Records Our responsibility is to design and conduct this assurance engagement 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 on the auditors’ engagement and reasonable assurance report on European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate and the consolidated financial statements of the Company, prepared by the management in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework. We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014. We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a guarantee that this work will always detect a material misstatement of non-compliance with the requirements of ESEF Regulation. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 12 Conclusion Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the Company for the year ended December 31, 2021, in XHTML format "213800HBUHCXKIPIYO13-2021-12-31-el", as well as the provided XBRL file "213800HBUHCXKIPIYO13- 2021-12-31-el.zip" with the appropriate mark-up on the above consolidated financial statements, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework. Athens, 5 April 2022 The Certified Public Accountant Manolis Michalios I.C.P.A. Reg. No. 25131 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 13 BOARD OF DIRECTORS ANNUAL REPORT FOR THE PERIOD 1.1.2021 – 31.12.2021 The present Board of Directors Annual Report of Attica Holdings S.A. (hereinafter referred to as “the Company” or “Attica Group”) refers to the fiscal year 2021 (1.1.2021 - 31.12.2021). The report has been prepared according to the relevant provisions of Law 4548/2018, Law 4706/2020 and Law 3556/2007 and the issued executive decisions of the Hellenic Capital Market Commission. The present Report contains financial and non-financial information regarding Attica Group for the fiscal year 2021 as well as the Corporate Governance Statement and describes significant events taking place within this period as well as their effect on the annual financial statements. Moreover, it describes the main risks and uncertainties potentially faced by that the Group and records significant transactions between the Company and its related parties. Since Attica Group also prepares consolidated financial statements, the present Report is unified and focuses on the consolidated financial data of the Company and its subsidiaries with references to the financial data of the Parent, only insofar as considered necessary to facilitate better understanding of the content. The Report is included together with the financial statements of the Company and the Group and other information and statements required by law in the Annual Financial Report for the closing year 2021. The required items are presented below per thematic unit: Α. BUSINESS MODEL Attica Holdings S.A., under the distinctive title "Attica Group", is a holding company and mainly operates in passenger shipping through shipowning companies by means of conventional and high speed passenger ferries in Greece (Cyclades, Dodecanese, Crete, North East Aegean, Saronic Gulf and Sporades) and on international routes. The fleet of the Group under the brands “Superfast Ferries”, “Blue Star Ferries” and “Hellenic Seaways” includes thirty (30) vessels, twenty (20) of which are conventional Ro-Pax ferries, nine (9) high-speed vessels and one (1) Ro-Ro vessel. Within 2022, three state-of-the-art Aero Catamaran newbuilding vessels are expected to be added to the fleet of the Group in 2022 to be deployed in the Saronic Gulf. All Group vessels are privately owned except for one (1) passenger - vehicle vessel, which is under long-term bareboat charter. All vessels fly the Greek flag. Attica Group is the largest Greek Passenger Shipping Group. In addition, based on the available data, it is the third largest Group in the Mediterranean and among the top ten ferry operators in Europe. The Group's vessels connect 2 countries, 62 unique destinations and serve over 13,000 sailings annually. In the context of implementing its expansion strategic plan, Attica Group invested into the hospitality insdustry in 2021, a sector complementary to its key activites, capitalizing of its strong dynamics in the Greek tourism indusrty. In this context, through its 100% subsidiary, Attica Group acquired the owning company of Naxos Resort Beach Hotel located in Agios Georgios, Naxos. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 14 Attica Group’s Vision “To strengthen the Group’s leading position and value, through profitable expansion into new markets and activities, as well as provide high quality services which exceed market expectations”. Business Mission “Attica Group is an international Shipping Group, which offers high quality shipping services with innovative and aesthetic vessels”. The Group’s activities generate added value for shareholders and employees, reduce where feasible its environmental footprint and operate for the partners’ and local communities’ benefit”. Strategic Development Keystones The Group has defined the following strategic development directions: - To be the first choice of the customer - To provide reliable services and to constantly improve the quality of its product, - To establish relationships of good faith and long-term cooperation with the customers, associates and local communities, - To responsibly manage the Group's resources, actively participating in its healthy, sustainable and profitable growth to the benefit of shareholders and social partners. ESG – Environmental, Social Governance Our core commitment is to operate responsibly and facilitate harmonious collaborations with our Social Partners to ensure generating mutual long-term value. In this context, we have developed a Sustainable Development Policy that describes our principles regarding sustainable development and management of Social, Environmental and Governance issues (ESG) in 3 main Dimensions (Governance, Social, Environmental) and 5 Areas (Administration, Society, Employees, Customers, Environment). Corporate Values The Group’s values arise from the vision and principles adopted by the Management and constitute the basis of the Group's culture and development policy. ▪ Innovaiton We encourage and promote communicating and developing new ideas, suggestions and solutions, in order to continuously improve the quality of our product and the efficiency of the Group's operations. ▪ Quality We work to provide high quality services, while ensuring customer satisfaction, sustainability and the future of our employees. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 15 ▪ Reliability We build long-term relationships of confidence with our passengers and employees, consistently delivering high quality services. ▪ Transparency We create open and on-going communication frameworks at all levels of the Group, making our incentives and choices clear. We provide complete and accurate information to our associates and Social Partners. ▪ Integrity We behave with integrity and honesty in all aspects of our business according to our ethical standards. ▪ Responsibility We operate responsibly and facilitate harmonious collaborations with our Social Partners to ensure generating mutual long-term value. Our Group contributes to economic growth Our business operations ensure creation of significant economic value for our Social Partners, mainly in the form of purchases (from our suppliers), commissions (to our agents), wages, benefits and insurance contributions (to employees), taxes (to the state) and investments, while at the same time we transport essential goods and food to the islands in order to develop their economy and their tourist product. It is worth noting that this economic activity, as well as other actions and corporate responsibility programs followed, indirectly contribute to meeting 17 Sustainable Development Goals (SDG’s) of the United Nations for 2030, as presented in the relevant section of the relative unit of the Responsibility Report, issued by the Company on annual basis. The table, recording distribution of the Financial Value to our Social Partners in 2021 is presented below as follows: Social Partners Amounts (in mln Euro) State (Taxes) 56.8 Capital Providers 19.2 Suppliers 194.0 Society 1.6 Investments 47.9 Employees 87.3 Agents 19.2 TOTAL DISTRIBUTED FINANCIAL VALUE 426.0 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 16 Organizational Structure The Group’s structure contains four (4) Chief Executive Departments (Maritime Operations, Financial Operations, Commercial Operations and Management & Transformation). The Chief Executive Maritime Operations Department is supported by the Safety, Quality & Environment department, the Marine department, the Technical Support department, the Electrical / Electronic Support department and the Crew Department. The Chief Executive Financial Department is supported by the Financial services & Accounts Department, the Financial Department, the Supply Department and the IT and Telecommunications Department. The Chief Executive Commercial Department is supported by the Hotel Customer Service Department, the Marketing Department and the Commercial Department. The Chief Executive Management & Transformation department is supported by the Human Resources Department, Corporate Governance & Regulatory Compliance Department and Organizational Transformation & Risk Management Department. In addition to the above Chief Executive Departments, the Group's operations are also supported by the Legal, Insurance & Corporate Issues Department, the Internal Audit Department and the Strategic Planning & New Business Development Office. Β. FINANCIAL DEVELOPMENTS AND PERFORMANCE DURING 2021, PROSPECTS FOR THE FUTURE AND RISK MANAGEMENT 1. ACTIVITIES REVIEW Attica Group’s turnover in 2021 continued to be adversely affected, for the second consequitive year, by the Covid-19 pandemic and the restrictions on the movement of passengers and vehicles as well as the imposition of a reduced passenger capacity protocol on board of the vessels. Traffic volumes in 2021 are lower than those recorded in the pre-COVID-19 period. However, despite the increased restrictive measures imposed on passenger traffic, especially during the first four months of 2021, and the delayed tourist traffic resumption, passenger traffic increased compared to 2020, marking the beginning of the gradual normalization of the Group's operations. In particular, in 2021, the Group recorded an increase in turnover in both geographical segments, in which it operates, namely Greek domestic and international routes, in relation to 2020. Overall, in 2021, Group’s turnover increased by 20% reaching Euro 347.91 mln compared to Euro 290.40 mln in 2020, gross profit also increased by 20% reaching Euro 37.43 mln compared to Euro 31.07 mln and consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) increased by 4% reaching Euro 41.96 mln compared to Euro 40.39 mln in 2020. These results were achieved despite the significant increase in fuel oil prices, by over 32% compared to 2020, which resulted in the increase of Group's operating costs by approximately Euro 31.76 mln and despite the ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 17 imposition of reduced passenger capacity protocol on board of the vessels throughout 2021, while similar restrictions were imposed in 2020 from the end of March onwards. In 2021, consolidated Earnings before Interest and Tax (EBIT) amounted to Euro 9.47 mln losses compared to losses of Euro 8.53 mln in 2020. Moreover, in 2021, consolidated losses after tax stood at Euro 13.19 mln compared to losses of Euro 49.42 mln in 2020. The improvement is mainly due to the profit arising from the Company’s fuel oil hedging against the losses incurred in 2020 (profit of Euro 12.99 mln.in 2021 compared to loss 24.58 mln. in 2020). 2. THE MARKETS WHERE THE GROUP’S VESSELS OPERATE Markets In 2021, the Group vessels operate within the following geographical segments: a) In the international markets: on the routes of Patras–Igoumenitsa–Ancona and Patras-Igoumenitsa-Bari with an intermediate destination of the port of Corfu during summer months. b) In the Greek market: - Piraeus - Cyclades. - Piraeus - Dodecanese - Piraeus – Heraklion, Crete - Piraeus – Chania, Crete - Piraeus - North-East Aegean - Rafina - Cyclades - Saronic Gulf - Sporades In addition, on March 6, 2021, the Group commenced the ferry connection between the port of Thessaloniki with the North Aegean islands and the Cyclades. Regarding International Routes, as well as on the routes of Heraklion and Chania, the Group operates in a Joint venture with the vessels of ANEK LINES. Traffic Volumes In 2021, the Group's traffic volumes continued to be adversely affected by the evolution of Covid-19 pandemic and the restrictions on the movement of passengers and vehicles, locally or on a broader scale, as well as the imposition of passenger capacity restrictions on board the vessels. More specifically, the traffic volume in 2021 amounted to 4.4 mln passengers (3.3 mln passengers in 2020), 0.87 mln private vehicles (0.63 mln private vehicles in 2020) and 0.37 mln freight units (0.34 mln freight units in 2020). In 2021 the Group performed 12,252 sailings (10,911 sailings in 2020). The above traffic volumes of 2021 present increased traffic volumes in all revenue categories, marking the gradual normalization of the Group's operations. These performances were achieved despite the implementation ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 18 of restrictive measures and reduced passenger capacity protocol throughout 2021. The trend of gradual normalization of the Group's operations is underpinned by the traffic volumes during the period January - February 2022, as described in the section "Prospects and business developments for the fiscal year 2022". More specifically, the development of the transport operations per geographical area is as follows: On international routes (lines Patras – Igoumenitsa – Ancona and Patras – Igoumenitsa – Bari), the traffic volumes of Superfast vessels increased compared to the corresponding period last year by 57% in passengers, by 123% in private vehicles and 5% in freight. Sailings in the Adriatic decreased by 1% compared to 2020. Transport volumes in the domestic routes increased compared to 2020 by 33% in passengers, by 34% in private vehicles and by 13% in freight. Sailings increased by 14% compared to 2020. 3. THE GROUP’S STATEMENT OF COMPREHENSIVE INCOME In 2021, the Group's turnover increased to Euro 347.91 mln compared to Euro 290.40 mln in 2020, despite the fact that within the entire year it was adversely affected by the restrictive measures in respect of passenger movements and the implementation passenger capacity restrictions on board of vessels due to the COVID-19 pandemic. The increased traffic volumes and the subsequent increase in turnover achieved in 2021 underline the gradual normalization of the Group's operations. In particular, turnover, per geographical area, is as follows: In the Domestic Market, the Group's turnover in 2021 amounted to Euro 263.32 mln compared to Euro 218.89 mln in 2020. In International Routes, the Group's turnover in 2021 amounted to Euro 84.59 mln compared to Euro 71.51 mln in 2020. It is to be noted that Domestic Market turnover, includes compensations by the competent Ministry with regards to the execution of public service routes, as well as, compensations due to COVID-19 for the execution of the minimum required routes to facilitate the uninterrupted provision of services, totalling Euro 38.31 mln versus Euro 46.34 mln in 2020. The geographical segment "International Routes" includes revenues from vessels chartering activities amounting to Euro 5.7 mln in 2021 compared to the corresponding revenues of Euro 7.4 mln in 2020. Operating expenses and other accounts The Group's operating expenses increased to Euro 310.48 mln compared to Euro 259.34 mln in 2020. The increase in operating expenses is mainly due to the increase in the fuel oil price, as the average price of fuel oil consumed in 2021 was by 32.4% higher than in 2020. However, the increase in turnover resulted in stable percentage of operating expenses on turnover between 2020 and 2021 (89% of the Group’s turnover of the Group in both years) and led to an increase in gross profit ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 19 (Euro 37.43 versus Euro 31.07 mln in 2020), as well as in consolidated earnings before interest, taxes, depreciation and amortization (profit of Euro 41.96 mln versus profit of 40.39 mln in 2020). The Group’s administrative expenses amounted to Euro 29.93 mln (8.6% of turnover) compared to Euro 26.83 mln (9.2% of turnover) in 2020. The Group's distribution expenses amounted to Euro 22.69 mln (6.5% of turnover) compared to Euro 17.07 mln (5.9%) in 2020. The increase in distribution expenses arises mainly from the increase in commission expenses due to the increase in turnover compared to 2020. Other operating income stood at Euro 5.72 mln compared to Euro 4.31 mln in 2020. The increase is mainly due to vessel compensation from insurers. Other financial results stood at profit of Euro 12.07 mln (loss of Euro 24.57 mln in 2020) and mainly include profit of Euro 12.99 mln (loss of Euro 24.58 mln in 2020) related to partial hedging the risk of fuel oil price fluctuation. Fuel oil constitute the Group’s most significant operating costs and therefore fuel oil price fluctuation can significantly affect Attica Group results. Relevant information is presented in the Notes to the financial statements for 2021 in the section “Financial Derivatives". The Group’s financial expenses amounted to Euro 16.39 mln versus Euro 15.16 mln last year pertaining mainly to interest on loans. Financial income in 2021 amounted to Euro 0.30 mln compared to Euro 0.27 mln in 2020. In 2021, profit of Euro 1.79 mln arose due to the difference between the acquisition consideration of a 100% subsidiary and the fair value of its assets. Relevant information is presented in the Notes to the financial statements for 2021 in section 5.3 "business Combinations". In addition, in 2021, losses of Euro 1.41 mln arose from the affiliated company Africa Morocco Links (AML), which is consolidated using the equity method, against losses of Euro 1.21 mln in 2020. The parent Company’s participating interest in all subsidiaries of the Group stands at 100%. Consolidated losses after taxes stood at Euro 13.19 mln in 2021 against losses of Euro 49.42 mln in 2020. It should be noted that Group‘s revenues are highly seasonal. The highest volume traffic for passengers and vehicles is observed during the months July to September while the lowest volume traffic for passengers and vehicles is observed between November and February. On the other hand, freight sales are not significantly affected by seasonality. It is noted that the items of the Group's Statement of Comprehensive Income for the comparative annual period ended 31.12.2020 are restated due to the change in the accounting policy under IAS 19. The relative information is presented in the Notes to the financial statements for the year 01.01.2021 -31.12.2021. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 20 4. BALANCE SHEET AND CASH FLOWS As at 31.12.2021, the Group’s "Property, Plant and Equipment" amounted to Euro 673.84 mln compared to Euro 678.66 mln in 2020 and mainly relate to the vessels owned by the Group. "Goodwill" amounting to Euro 10.78 mln (Euro 10.78 mln in 2020) arose from the acquisition Hellenic Seaways Single Member Maritime S.A. and its 100% subsidiaries (hereinafter "HSW"). The Group’s "Intangible Assets" amounting to Euro 11.31 mln (Euro 11.1 mln in 2020) include the Group’s cost of research and trademarks registration and fair value of the trademark of the acquired company HSW. Moreover, software programs including the cost of developing the ticket reservation systems, and the cost of purchasing and developing the Group’s Integrated Information System are also included. The account "Investments in associates" amounting to Euro 5.52 mln (Euro 3.66 mln in 2020) pertains to the Group's investment in the affiliated company Africa Morocco Links (AML), consolidated under the equity method. "Non-current financial receivables" amounting to Euro 9.1 mln (Euro 10 mln in 2020) relate to the long-term component of the financial receivables arising within 2020 from the acquisition and financial lease with resale obligation of the vessel Morocco Star by the subsidiary Tanger Morocco Maritime S.A. to AML. "Other non-current assets" amounted to Euro 6.62 mln against Euro 8.06 mln in 2020 and include guarantees and other long-term receivables. The "Inventory" account increased to Euro 7.09 mln from Euro 5.44 mln in 2020. The change in inventory is due to the increase in the prices of fuel and lubricants. The account "Trade and other receivables" amounted to Euro 91.46 mln versus Euro 75.18 mln in 2020. The increase in the account is mainly due to the delay in collection of receivables from the execution of public service routes contracts, as well as, to the increased revenue. "Other current assets" increased to Euro 33.63 mln compared to Euro 20.93 mln in 2020. The increase is mainly due to the increase of the Group's restricted deposits, provided as a guarantee for bank loans received by the Group's companies, as well as to the increase in receivables from vessels’ insurers. "Financial Derivatives" in current assets (Euro 4.71 mln against Euro 0.97 mln in 2020), as well as financial derivatives in Liabilities (Euro zero against Euro 3.3 mln in 2020) refers to partial hedging of the fuel price fluctuation risk and is measured at fair value. Information regarding the hedging part of the risk exposure related to changes in fuel price is presented in the section "Financial Derivatives" of the financial statements for the period 01.01.2021-31.12.2021. On 31.12.2021, the Group’s "Cash and cash equivalents" amounted to Euro 97.36 mln versus Euro 80.53 mln as at 31.12.2020. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 21 The total Group’s Equity amounted to Euro 361.7 mln against Euro 380.93 mln as at 31.12.2020. The decrease is mainly related to losses incurred in 2021 and financial distribution of previous years profits to the Company’s shareholders, according to the decision of the Extraordinary General Meeting held on 23.12.2021. As at 31.12.2021 the Group had long-term borrowings of Euro 346.36 mln against Euro 405.49 mln as at 31.12.2020 and short-term borrowings of Euro 135.23 mln against Euro 25.05 mln as at 31.12.2020. During 2021, the Group received loans amounting to Euro 94 mln and repaid Euro 20 mln for a long-term loan and Euro 27.1 mln as instalments of its long-term and short-term loans. It is noted that on 31.12.2021, bond loans of a Group subsidiary, amounting to Euro 97.5 mln, were reclassified from long-term to short-term loans, as their contractual maturity is in October 2022. The Group's management is in discussions with the lending banks regarding the refinancing of the above-mentioned maturing facilities. As at 31.12.2021, "Long-term provisions" amounted to Euro 1.92 mln compared to Euro 1.62 mln in 2020. As at 31.12.2021, "Other non-current liabilities" includes tax and insurance liabilities of the Group, which arose during the pandemic and have been settled according to the current applicable framework. As at 31.12.2021, "Trade and other payables" amounted to Euro 37.94 mln versus Euro 39.08 mln on 31.12.2020. As at 31.12.2021, "Other current liabilities" amounted to Euro 52.96 mln compared to Euro 47.25 mln on 31.12.2020. The item mainly includes income carried forward regarding tickets that have already been issued but not used till the year end, liabilities to insurance companies, other tax obligations as well as well as accrued expenses. The increase is mainly related to distribution of previous years profits to the Company’s shareholders, according to the decision of the Extraordinary General Meeting held on 23.12.2021. Cash flows In 2021, net inflows from operating activities stood at Euro 19.32 mln against inflows of Euro 6.38 mln in 2020. Adjustments as well as changes in working capital concerning operating cash flows are analytically presented in the Cash Flow Statement of 2021. In 2021, the Group’s outflows from investing activities stood at Euro 46.71 mln compared to outflows of Euro 39.43 mln in 2020. The increase is mainly related to the acquisition of the owning company of Naxos Resort Beach Hotel for a net cash flow of Euro 5.8 mln, as well as to participation in the share capital increase of the affiliated company Africa Morocco Links amounting to Euro 3.3 mln. In 2021, inflows from the Group’s financing activities stood at Euro 44.29 mln compared to inflows of Euro 8.3 mln in 2020. Net inflows for the period arose mainly from loans proceeds amounting to Euro 94 mln and repayments of a long-term facility of Euro 20mln and scheduled repayments of long and short-term loans amounting to Euro 27.1 mln. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 22 It is noted that the items of the Group's Statement of Financial Position for the comparative annual period ended 31.12.2020 are restated due to the change in the accounting policy under IAS 19. The relative information is presented in the Notes to the financial statements for the year 01.01.2021 -31.12.2021. Financial Ratios (Alternative Performance Measure “APMs”) The Group’s main financial ratios are presented as follows: 2021 2020 Current Ratio Total Current Assets Total Current Liabilities 1.03 1.59 Debt-Equity Ratio Total Equity Total Liabilities 0.61 0.73 Gearing Ratio Net Debt Total Capital Employed 0.52 0.48 Net Debt EBITDA 9.16 8.65 Definitions/Agreements APMs General Liquidity and Debt-Equity Ratios arise from the items of the Group’s Statement of Financial Position. EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) is intended to provide useful information in order to analyse the Group’s operating performance. Gearing Ratio is used to evaluate the capital structure of the Group and its leverage capacity. Net debt is defined as short-term borrowings plus long-term borrowings plus short-term component of long-term borrowings less cash and cash equivalents. Total Capital Employed is defined as Net Debt plus Equity. Net Debt/EBITDA Ratio is used as another planning tool of the Group's appropriate capital structure in relation to its ability to generate future cash flows and operating profit. Net Debt and EBITDA are defined above. 5. FINANCIAL RESULTS OF THE PARENT COMPANY ATTICA HOLDINGS S.A. is a Holding Company and as such its income arises mainly from dividends and interests. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 23 As at 31.12.2021, the Company's participating interests amounted to Euro 774.75 mln compared to Euro 717.60 mln on 31.12.2020. The Company measures its participating interests at fair value. The increase in investments arises from the net share capital increases of the Group's subsidiaries (capital increases less capital decreases in subsidiaries) as well as increase from adjustments in fair value valuations of the Group's subsidiaries in 2021. In 2021, the Company participated in share capital increases of its 100% subsidiaries totalling Euro 31.82 mln. The returns related to the share capital decreases of its 100% subsidiaries amounted Euro 6.3 mln. As at 31.12.2021, "Other current assets" amounted to Euro 9.92 mln against Euro 3.04 mln as at 31.12.2020. The increase is mainly due to the increase in the Company's restricted deposits provided as collateral for a bank loan received by the Group's companies. As at 31.12.2021, "Cash and cash equivalents" amounted to Euro 45.53 mln compared to Euro 19.25 mln as at 31.12.2020. The increase is mainly due to proceeds from a long-term loan within 2021. The Company’s "Equity" amounted to Euro 568.28 mln against Euro 544.58 mln on 31.12.2020. The increase is mainly due to the fair value measurement of the Group's subsidiaries in 2021. The Company’s "Long-Term Loan Liabilities" amounted to Euro 241.88 mln (Euro 194.05 mln on 31.12.2020). "Short-Term Loan Liabilities" amounted to Euro 8.04 mln (Euro 1.04 mln as at 31.12.2020). In 2021, the Company received loans amounting to Euro 74 mln and repaid a long-term loan of Euro 20 mln. "Other current liabilities" amounted to Euro 11.75 mln against Euro 0.16 mln on 31.12.2020. The change is mainly related to distribution of previous year’s profits to the Company’s shareholders, totalling Euro 10.79 mln according to the decision of the Extraordinary General Meeting held on 23.12.2021. In 2021, “Administrative expenses” stood at Euro 1.32 mln versus Euro 1.06 mln in 2020. Financial expenses, which mainly concern interest on bond loans, amounted to Euro 8.8 mln (Euro 7.11 mln in 2020). The increase in financial expenses is mainly due to the increase in the Company's borrowings compared to the previous year. In 2021, the Company’s "Income form dividends" stood at Euro 12.90 mln (Euro 9.43 mln in 2020). As a result of the above, in 2021, the Company recorded profits of Euro 2.87 mln compared to profits of Euro 1.47 mln in 2020. In 2021, the Company recorded outflows from operating activities of Euro 15.84 mln compared to outflows of Euro 2.25 mln in 2020. The adjustments as well as the changes in the working capital accounts related to the operating activities are analytically presented in the Statement of Cash Flows of the financial statements for 2021. Outflows from investing activities amounted to Euro 11.84 mln compared to outflows of Euro 44.67 mln in 2020. The change is mainly due to the fact that in the first half of 2021 the parent company participated in share capital increases of its 100% subsidiaries in accordance with the terms of the approved Common Bond Loan. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 24 In 2021, the Company’s inflows from financing activities amounted to Euro 53.96 mln compared to inflows of Euro 9.20 mln last year. In 2021, net inflows arise mainly from proceeds of a credit facility amounting to Euro 74 mln and repayment of a long-term loan of Euro 20 mln. It is noted that the items of the Company’s Statement of Financial Position and statement of Comprehensive Income for the comparative annual period ended 31.12.2020 are restated due to the change in the accounting policy under IAS 19. The relative information is presented in the Notes to the financial statements for the year 01.01.2021 -31.12.2021. There are no shares of the parent company owned by Attica Holdings S.A. or its subsidiaries. The Board of Directors, taking into account the Group’s consolidated results, the on-going COVID-19 pandemic as well as the changing conditions following the Russian invasion into Ukraine, will recommend to the General Meeting not to distribute dividends from the parent Company’s profits for the year. The companies, in which Attica Holdings S.A. holds participating interest, the main financial figures of the Group’s Financial Statements as well as the Accounting Policies applied by the Group are analytically presented in “Notes to the Financial Statements” which constitute an integral part of this Annual Financial Report. 6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Transactions between the Company and its related parties This section includes the most significant transactions between the Company and its related parties as defined by IAS 24. In particular, transactions performed by Attica Holdings S.A. with affiliated companies of the Group within the period 1.1.2021 – 31.12.2021 are as follows: The Parent Company participated with the total amount of 31,125 k in share capital increases of its 100% subsidiaries: BLUE STAR FERRIES SINGLE MEMBER MARITIME S.A. - the amount of Euro 7,000 k, SUPERFAST FERRIES SINGLE MEMBER MARITIME S.A. - the amount of Euro 2,000 k, NORDIA M.C. – the amount of Euro 3,300 k, ATTICA NEXT GENERATION HIGHSPEED SINGLE MEMBER MARITIME S.A. - the amount of Euro 7,500 k, ATTICA BLUE HOSPITALITY S.A. - the amount of Euro 325 k and HELLENIC SEAWAYS SINGLE MEMBER MARITIME S.A. – the amount of Euro 11,000 k. ATTICA FERRIES SINGLE MEMBER MARITIME S.A. returned to the parent company share capital amounting to Euro 6,300 k. In 2021, the dividends distributed by the Group’s by 100% subsidiary ATTICA FERRIES SINGLE MEMBER MARITIME S.A. amounted to Euro 12,901 k. As a result of its transactions with the affiliated company AFRICA MOROCCO LINKS, Attica Group had revenue of Euro 269 k (Euro 36 k in 2020), receivables amounting to Euro 14,878 k (Euro 16,890 k in 2020) and liabilities amounting to Euro 680 k (Euro 680 k in 2020). No expenses incurred as a result of the Group's transactions with the affiliated company AFRICA MOROCCO LINKS either in 2021 or in 2020. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 25 Inter-company transactions in 2021 between Attica Group's companies are of an administrative nature, though in no way substantial and arise from Attica Group's own operations in the shipping sector and the need to jointly manage the vessels revenues and expenses through joint ventures and managing companies, which perform inter-company transactions with the other companies of the Group. Chartering vessels among the Group's subsidiaries constitutes an exception. The aforementioned inter-company balances as well as the inter-company revenue-expense of the subsidiaries are eliminated in the consolidated statements of the Group. Inter-company transactions with the companies of MARFIN INVESTMENT GROUP and PIREAUS BANK Group The inter-company transactions of Attica Group companies with the companies of MARFIN INVESTMENT GROUP S.A. (MIG) mainly relate to Attica Group revenues from restaurants and bars on board the vessels. In particular, in 2021, Attica Group’s transactions with MIG companies stood at revenues of Euro 1.49 mln, expenses of Euro 1.31 mln and receivables of Euro 0.38 mln. The corresponding amounts in the previous year 2020 stood at revenues of Euro 9.51 mln, expenses of Euro 6.18 mln, receivables of Euro 3.01 mln and liabilities of Euro 253 k. The above amounts include transactions with VIVARTIA Group and SINGULARLOGIC within the first quarter of 2021, when the related parties relationship was terminated. The intercompany transactions and balances of Attica Group companies with Piraeus Bank Group (as a related party with MIG Group) in 2021 are as follows: Revenues Euro 8 k, expenses Euro 6.13 mln, receivables Euro 52.90 mln, liabilities Euro 177.37 mln. The corresponding amounts in 2020 were as follows: Revenues Euro 17 k, expenses Euro 4.63 mln, receivables Euro 33.95 mln, liabilities Euro 131.13 mln. The inter-company transactions with Piraeus Bank Group concern, interest income, bank financial expenses, deposits and loan liabilities. Remuneration of Executive Officers and Members of the Board of Directors In 2021, remuneration of Executive Officers and Members of the Board of Directors, including gross salaries, fees, social security costs, potential allowances and other charges, amounted to Euro 2.5 mln (Euro 2.4 mln in 2020). In addition, in 2021, provisions for post-retirement benefits, based on the decision of the General Meeting held on 16.5.2017, stood at Euro 0.06 mln (Euro 0.14 mln in 2020). Guarantees The parent company has provided guarantees to the lending banks for the repayment of the loans of the Group's vessels amounting to Euro 352.50 mln (Euro 313.90 mln in 2020). ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 26 7. THE GROUP’S SIGNIFICANT EVENTS Significant events that took place in 2021 and subsequently, until the annual Financial Statements publication date, are described below as follows: Agreement for the construction of three state-of-the-art Aero Catamaran type vessels for the Saronic Gulf routes On 28.1.2021 Attica Group announced signing of an agreement with the Norwegian shipyard Brødrene Aa for the construction of three (3) state-of-the-art Aero Catamaran vessels to serve the Saronic islands, in replacement of existing capacity in the market. The total investment amounts to Euro 21 mln and will be covered by own funds and bank financing. Completing the installation of scrubbers Attica Group on 18.3.2021 and on 25.6.2021 completed the installation of scrubbers on the vessels BLUE STAR DELOS and BLUE STAR MYCONOS, the third and fourth Group’s vessels on which scrubbers have been installed. All the relevant certifications were obtained by the respective Classification Society. Agreements for the finance of the construction of three (3) vessels Aero Catamaran type and the issuance of a Long-term Bond Loan On 24.3.2021, Attica Group announced the execution of a bond loan agreement with Alpha Bank of Greece and Norwegian Export Credit Insurance Organisation Eksportkreditt Norge AS, with the guarantee of the Norwegian Export Credit Guarantee Agency, for an amount of up to Euro 14.7 mln. The new bond loan was issued by a 100% subsidiary to finance up to 70% of the total construction and acquisition cost (pre-delivery & post-delivery finance) of three highspeed AERO Catamarans, according to the respective agreement with Brødrene Aa shipyard of Norway. Furthermore, the Group announced the conclusion of an agreement with Piraeus Bank S.A. for the issuance of a five-year common bond loan of Euro 55 mln. Issuance of the Corporate Responsibility Report for the year 2020 On 12.5.2021, Attica Group announced the issuance of the 12th Corporate Responsibility Report, which concerns the year 2020 and follows GRI Standards guidelines of the Global Reporting Initiative (at the level of "Core" agreement). Attica Group was the first company to apply GRI Standards in the passenger shipping industry worldwide. In addition, the Report incorporates an ESG structure for the first time and presents analytically the compliance of the content with the Universal Pact Principles, the United Nations Sustainable Development Goals, the ISO26000 International Directives and the ESG Directives of the NASDAQ and Athens Stock Exchanges. The Report focuses on issues of interest to the Social Partners in the context of the Group's long-term commitment to responsible operation, referring to 84 GRI publications and 255 quantitative indicators. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 27 TOURISM AWARDS 2021 On 10.6.2021, the Group announced its awarding in the Tourism Awards 2021 organized by Boussias Communications. In particular Attica Group was awarded as follows: - Gold award in the "Travel-Reward Programs-Loyalty Programs" category, for the Seasmiles Conformity Program. - Gold award in the "Travel - Technology enhanced experience - Utilizing technology solutions to improve the travel experience" category for Seasmiles Chatbot. - Silver award in the "Digital Tourism - Multichannel marketing strategy" category for the communication strategy of Blue Star Ferries in Above The Line (ATL) and Online environment. - Silver award in the "Digital Tourism - User interaction / Use of user generated content / Use of influencers / Social media contest" category for increasing the brand awareness of Blue Star Ferries through Online competitions in Social Media, User Generated Content (UCG) and collaborations with influencers. - Bronze award in the "Innovation - Innovative concept" category for Combined Passenger Transport by train and ship "Sail & Rail". - Bronze award in the "Technology - Innovative use of Technology" category for Seasmiles Chatbot. HEALTH & SAFETY AWARDS 2021 On 16.6.2021, the Group announced its awarding in the Health & Safety Awards 2021 organized by Boussias Communications. In particular, Attica Group was awarded as follows: - Winner in the "Shipping" sector, - Gold award in the "Disability Facilitate Space" category, - Gold award in the "Premises Evacuation" category, - Bronze award in the "COVID-19: Resources for the workplace" category. Resignation and replacement of a member of the Board of Directors On 24.6.2021, the Company announced the resignation of Mr. Panagiotis Throuvalas from the position of Non- Executive Member of the Board of Directors of the Company, as well as a Member of the Remuneration and Nomination Committee. In replacement of the position, the Board of Directors, at its meeting held on 24.6.2021, decided on appointing Mrs. Maria Sarri as a Non-Executive Member. Election of a new member in the Remuneration & Nomination Committee in replacement of the resigned member On 28.6.2021, Attica Group announced that following the resignation of Mr. Panagiotis Throuvalas as member of the Board of Directors and member of the Remuneration and Nomination Committee, the Board of Directors (BoD) at its meeting held on 24.6.2021 appointed Mr. Georgios Efstratiadis, as a new member of the Committee. The new composition of the Committee is as follows: Loukas Papazoglou - Chairman, Independent non- executive member of the BoD / Efstratios Hatzigiannis - Member, Independent non-executive member of the BoD / Georgios Efstratiadis - Member, Non-executive member of the BoD. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 28 Decisions of the Regular General Meeting 15.7.2021 The Regular General Meeting (RGM) held on 15.7.2021, among other issues, approved the Suitability Policy of the members of the Board of Directors (according to Article 3, Law 4706/2020), the revised Remuneration Policy of the Company (according to Articles 110 and 111, Law 4548/2018), as well as the appointment of Ms. Maria Sarri as a member of the Board of Directors and appointed her as an independent non-executive member, until the end of the term of the current Company’s Board of Directors. New Composition of the Board of Directors On 19.7.2021, Attica Group announced that following the decision of 15.07.2021 of the General Meeting of the Company, by which Mrs. Maria Sarri was appointed as an independent non-executive member of the Company’s Board of Directors, until the end of the term of the current BoD. The new composition of the Board of Directors as well as the position of every member are as follows: Kyriakos D. Magiras - Chairman, Executive Member / Michalis G. Sakellis - Vice Chairman, Non-Executive Member / Spyridon Ch. Paschalis – CEO and Deputy Chairman, Executive Member / Georgios E. Efstratiadis –Non-Executive Member / Loukas K. Papazoglou – Independent Non-Executive Member / Efstratios G. - I. Chatzigiannis - Independent Non-Executive Member / Maria G. Sarri - Independent Non-Executive Member. Credit Rating Review On 2.12.2021, the Company announced that ICAP S.A., pursuant to the Company’s regular reassessment, upgraded its credit rating by one (1) notch with the assignment of a BB credit rating (low credit risk zone). Expansion into the hospitality industry On 7.12.2021, the Company announced that implementing its strategic growth plan, it expands further in the Greek tourism industry and invests in complementary activities capitalizing on the strong potential of Attica Group. In this context, Attica Blue Hospitality S.M.S.A (“Attica Blue Hospitality”), a 100% subsidiary of Attica Group, acquired the owning company of Naxos Resort Beach Hotel located in the Cycladic island of Naxos, in Agios Georgios beach, for a total consideration of Euro 6.5 mln, funded through bank financing. Sale of the RO-PAX vessel Express Pegasus for environmentally friendly recycling On 14.12.2021, the Company Attica Holdings S.A. announced the sale of the Ro-Pax vessel EXPRESS PEGASUS for safe and environmentally sound recycling according to the respective European and Greek legislation, to a ship recycling facility in Turkey, included in the European List of Ship Recycling Facilities. The sale was concluded for a cash consideration of U.S. dollars 1.12 mln. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 29 GREEK HOSPITALITY AWARDS 2021 On 15.12.2021, the Company announced its distinction with two awards, Gold & Silver, in the GREEK HOSPITALITY AWARDS 2021 organized for the 6 th consecutive year by ETHOS MEDIA. In particular, Attica received Golden Award in the category “Best Greek Coastal Shipping Company” and Silver Award in the category “Best Digital Advertising and Performance Campaign”. Decisions of the Extraordinary General Meeting 23.12.2021 The Extraordinary General Meeting held on 23.12.2021 unanimously approved the distribution of the Company’s previous years profits, according to Article 162, Par. 3, law 4548/2018, totalling Euro 10,790,292.15, which corresponds to Euro 0.05 per share. Payment to beneficiaries began on Wednesday, January 5, 2022. Completion of Appropriation of Funds Within the first half of 2021, appropriation of the funds was completed. The funds were raised from the issuance of a Bond loan amounting to Euro 175,000 k according to 08.07.2019 decision of the Board of Directors of ATTICA HOLDINGS and the decision of the Hellenic Capital Market Commission of 16.07.2019, approving the Prospectus. The Report on Appropriation of Funds is included in the published interim six month financial report 2021 accompanied by the Report on Actual Findings of Agreed upon Procedures of the Certified Public Accountant. 8. PROSPECTS AND BUSINESS DEVELOPMENTS FOR 2022 During the two months January-February 2022, the Group's traffic volumes increased in all revenue categories. In particular, the Group’s traffic volumes increased by 155.1% in passengers, by 92.7% in private vehicles and by 16.4% in freight compared to the corresponding period last year. The above traffic volumes increase underpin the gradual normalization of Group's operations to the pre-Covid -19 levels. Gradual de-escalation of the pandemic in conjunction with the effect of vaccination and antiviral drugs, as well as the lifting restrictions on vessels’ passenger capacity on 12.3.2022, are factors that are expected to significantly contribute to the normalization of the Group's operations. However, the Russian invasion in Ukraine in February 2022, which increased further the already high fuel oil prices, generates new conditions in the shipping sector. In particular, following an increase of approximately 32.4% in the average price of fuel oil in 2021 compared to the year 2020, the average price of fuel oil in February this year increased further by 28% compared to December 2021. This trend also remained during in the first weeks of March 2022. Given the above factors, any projections for the development of the Group's operations in the following months of this year remain uncertain. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 30 The management implemented a series of measures including the adjustment of Group’s pricing policy, optimization of fleet deployment, vessels speed reduction and partial hedging of the risk of fuel oil price fluctuation. In addition, the Group's management continuously evaluates every new condition regarding the evolution of the pandemic and the Ukrainian crisis as well as actively manages fleet employment and evaluates actions to optimize the performance of the Group, having as main concern to safeguard Group's financial position while maintaining the best possible service of its passengers and local communities. Additionally, the Group maintains sufficient liquidity in order to meet all its working capital needs for the following 12 months. MAIN RISKS AND UNCERTAINTIES This section presents the main risks and uncertainties regarding the Group’s business operations: Risks related to financial and market conditions in our country The Group’s operations are significantly affected by the amount of disposable income and consumer spending which, in turn, are affected by the prevailing economic conditions in Greece. Shipping is sensitive to the effects of any economic decline in either the Greek economy or the tourism market or even emergencies such as the COVID-19 pandemic and military conflicts in Europe, which could lead to a decrease in disposable income and reduced demand that, combined with a possible surplus supply, would lead to reduced fares and capacity utilization, adversely affecting the Group’s profitability. Liquidity risk The Group manages its liquidity needs on a daily basis through systematically monitoring its short and long- term financial liabilities. Furthermore, the Group constantly monitors the maturity of its receivables and payables. On 31.12.2021, the maturity of the Group’s short-term liabilities for a period of six (6) months was Euro 118.06 mln (Euro 101.22 mln on 31.12.2020) while the maturity for short-term liabilities from six (6) to twelve (12) months was Euro 108.42 mln (Euro 13.76 mln on 31.12.2020). On 31.12.2021, bond loans of a Group subsidiary, amounting to Euro 97.5 mln, were reclassified from long- term to short-term loans, as their contractual maturity is in October 2022. The Group's management is in discussions with the lending banks regarding the refinancing of the above-mentioned maturing facilities. It is noted that Group’s liquidity position completely covers the requirements of the Group for the next 12 months. Fuel prices fluctuation risk The Group, as all shipping companies, is significantly affected by volatility of fuel prices. It must be noted that the cost of fuel and lubricants is the most significant operating cost of the Group’s operating expenses, representing in 2021 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 31 approximately 44% of the Group’s cost of sales. Indicatively, a change in fuel oil prices equal to 10% on an annual basis will have an effect of approximately Euro 12.97 mln on the Group’s income statement and equity. In addition, it is to be noted that from 1.1.2020 the new Regulation of the International Maritime Organization came into force, which requires that the maximum percentage of sulphur in marine fuels should not exceed 0.5%, except for vessels with scrubbers system, where fuel consumption with a sulphur content of up to 3.5% is permitted. The price of sulphur fuels up to 0.5% imposed by the new Regulation is significantly higher than the price of fuels with sulphur content of 3.5% and 1% used by the Group until 31.12.2019, which has led to increase in the cost of marine fuels. In 2021, the average price of marine fuels, used by the Group, increased 32.4% compared to the year 2020. Moreover, the Russian invasion into Ukraine in February 2022 increased already high fuel prices, with high volatility recorded even on a daily basis. Indicatively, in February 2022, the average price of fuels consumed increased by 28% compared to December 2021. The management implemented a series of measures including the adjustment of Group’s pricing policy, optimization of fleet deployment, vessels speed reduction and partial hedging of the risk of fuel price fluctuation. Interest rate fluctuation risk The Group is exposed to interest rate fluctuations with regards to its bank borrowings, expressed in Euro and subject to a variable interest rate. Indicatively, a change in the interest rate of 1% would have an effect up to Euro 2.94 mln on the Group’s income statement and equity on an annual basis. Foreign currency risk The Group’s functional currency is Euro. The Group is affected by the exchange rates fluctuations to the extent that the fuel purchased for the operation of the vessels is traded internationally in U.S. Dollars. The Group is also affected by exchange rates due to its participating interest in the affiliated company AML and the 100% subsidiary Tanger Morocco Maritime S.A., whose currency is expressed in Moroccan Dirhams. These investments are subject to the respective exchange rates fluctuations. Credit risk The Group has no significant credit risk concentrations however, due to its large number of customers, is exposed to credit risk and, therefore, it has established credit control procedures in order to minimize bad debts. More specifically, the Group has defined credit limits and specific credit policies for all its customers’ categories, while it has obtained bank guarantees from major central ticket issuing agents, in order to secure its trade receivables. Furthermore, the Group monitors the balances of its customers and assesses respective provisions. In this respect, potential inability of the customers to fulfil their obligations may affect the Group's results through relevant provisions. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 32 Capital risk management The Group’s objective in capital management is to facilitate its ability to continue as a going concern in order to ensure returns for shareholders and benefits of other stakeholders related to the Group and to maintain an optimal capital structure in order to decrease the capital costs. The Group has significant loan liabilities due to the fact that investments for vessels’ acquisition require a significant amount of capital, which is largely financed through bank loans, in accordance with the usual practice widespread in the maritime sector. The Group's ability to service and repay its loans depends on its ability to generate cash flows in the future, which - to some extent - depends on factors such as general economic conditions, competition and other uncertainties. The Group monitors its capital based on the gearing rate. This rate is calculated by dividing the net borrowings by the total capital employed. On 31.12.2021, the gearing rate is 52%, compared to 48% on 31.12.2020. Competition The Group operates on routes with intense competition, which can further intensify by competitors’ efforts to capture higher market shares in already mature markets. The routes with intense competition, along which the Group operated in 2021, as well as its most significant competitors are the following: - Grimaldi Lines, at International routes in the Adriatic, - Anek Lines, Aegean Speed Lines, Sea Jets, Fast Ferries and Golden Star Ferries at Piraeus – Cyclades route, - Fast Ferries and Golden Star Ferries at Rafina - Cyclades route, - Anek Lines at Piraeus - Dodekanese route, - Minoan Lines at Piraeus - Crete route, - ANES FERRIES in Sporades, - Saronic Gulf Vessels Joint Venture, Aegean Flying Dolphins, ANES FERRIES, Alpha Lines in Saronic Gulf. Risk of accidents The Group's vessels and generally the entire maritime sector, due to the nature of their operations, are subject to the above risk, which may have a negative effect on the results, the reputation, the customer base or/and the operation of the Group. The Group's vessels are covered by hull and machinery, protection and indemnity and war risks insurances. Seasonality The Group’s sales are highly seasonal. The highest traffic for passengers and vehicles is observed during the months between July and September, while the lowest traffic for passengers and vehicles is observed between November and February. In contrast, freight sales are not significantly affected by seasonality. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 33 COVID -19 coronavirus pandemic outbreak: Risks - effects - preventing measures In March 2020, the World Health Organization (WHO) declared the COVID-19 coronavirus as pandemic, whose spread has affected business and economic activity around the globe and has ceased or slowed down the activities of major segments of the economy. Passenger shipping is among the segments that have been significantly impacted. In their attempts to curb the spread of the pandemic, our country, as well as the global community, are implementing a number of restrictive measures, including restrictions on movement of passengers and vehicles, which has a direct impact on Attica Group operations. These restrictions continued to apply during 2021. In March 2022, the State lifted the restrictive measures, abolishing the reduced capacity protocol for transporting passengers on board of vessels. Risks arising from COVID-19 pandemic The Group’s management has recognized the risks, as well as the potential effects of the pandemic on the financial position and the income statement of the Group and continues to monitor their development, in order to take additional measures, if deemed necessary. The identified risks mainly focus on the following areas: - Traffic volumes: Due to the pandemic and the consequent restrictive measures occasionally imposed by the Greek State, the Group's traffic volume continues to be decreased compared to the pre-COVID - 19 period and especially in relation to the first half of 2019. However, the increase in the Group's traffic volumes in 2021 compared to 2020, as well as during the first two months of 2022 versus the respective 2021 period, undeline a trend of gradual normalization of Group’s operations, expected to further improve following the restrictive measures abolition in March 2022. - Impairment of assets: Considering the normalization of Group’s operations, the impoved performance achieved in 2021 compared to the relevant forecasts of 31.12.2020 and the curent assesment of the pandemic impact for the following years, according to our estimations there are no impairment indications of the assets of the Group. - Financial position/liquidity: The coronavirus pandemic has generated new conditions due to the reduction in passenger and vecilces traffic volumes, thus depriving the Group of a significant direct liquidity source. However, abolition of the reduced capacity protocol of passengers on board the vessles has significantly decreased this risk. Nevertheless, the Group continues to improve its financial position taking actions to further enhance its liquidity. More specifically, in 2021, the Group issued loans amounting to Euro 94 mln, while maintaining its strong capital structure and low leverage ratio (52% net borrowing in relation to total employed capital). - Potential non-compliance with covenants: The Group is under obligation to comply with certain financial covenants included in Loan agreements. The financial impact of COVID-19 on the Group’s operations in 2022 remains uncertain at this time. The Group is monitoring the issue on an on-going basis, and the relative approvals will be asked for, if deemed necessary. As at 31.12.2021, the Group was in full compliance with the covenants. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 34 Effects on the Group’s financial performance COVID-19 pandemic and the restrictive measures occasionally imposed had an impact on the Group's financial performance. It is estimated that this impact will be significantly reduced this year, following the abolition of the reduced passenger capacity protocol in March 2022, and provided that the effects of the pandemic will continue to decline. In addition, the Group's management continuously evaluates every new condition regarding the evolution of the pandemic and actively manages fleet employment, having as main concern to safeguard Group's financial position while maintaining the best possible service of its passengers and local communities. It is to be noted that available liquidity fully covers the needs of the Group for the following 12 months. Effects on the Group’s Financial Position Given the current conditions, the uncertainty about the future development of the pandemic, as well as the rapidly changing environment the management aims to enhance its liquidity position while making the investment decisions that will facilitate Group’s sustainable development. The Group holds adequate liquidity level for working capital purposes and, at the same time, focuses its efforts on cost optimization. Taking measures to address the COVID -19 pandemic Since the COVID-19 pandemic outbreak, the Company has set the following three key objectives in order to address it: I. Protection of employees, passengers and associates health and safety The health of its employees, passengers and associates is a matter of main concern to the Group. Therefore, the Group timely implemented a number of precautionary measures, providing specific instructions with regards to the actions to be taken by every employee in case the symptoms of the disease have appeared. Distance working of the ashore personnel was implemented from the first days, adjusting the proportion of distance working employees according to the pandemic development and State recommendations. At the same time, all business trips have been suspended, as well as physical meetings, which are now held via teleconference or video conference. In addition, certified teams of external collaborators regularly disinfect the office premises. The crews of the Group's vessels are fully trained in health and hygiene issues, have received the specialized instructions of the Authorities for the necessary precautionary measures against COVID-19, while at the same time they are well informed about how to address any suspicious case at sea in cooperation with the competent Authorities. Furthermore, the Group's vessels have the appropriate equipment (masks, gloves, special kit), while special cabins have been designated on each vessel for treatment of any potentially arising case in order to protect the passengers and the crew. All vessels have full suppliers of antiseptic products for personal hygiene of the passengers and the crew. The cleaning procedures of the air conditioning units, the cabins ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 35 as well as the common areas of the vessels have been intensified and certified teams of external collaborators regularly disinfect the vessels The vessels of our fleet have been inspected and certified through a special marking "SAFEGUARD" by the Bureau Veritas (world leader in laboratory testing and inspection and certification services) in respect of taking special measures and implementing the necessary procedures in order to address biological risks arising from COVID-19, with the aim of protecting human health. In addition, the Group fully complies with COVID-19 precautionary measures before boarding, during the voyage and when the passengers disembark. In particular, during the voyage, the passengers are constantly informed on prevention measures, through informative messages, displayed on the vessels' screens. Moreover, members of the vessel's crew make frequent announcements and recommendations, so that the obligatory use of a protective mask is observed in all public areas of the vessel (indoor and outdoor), the necessary distances between the passengers are maintained during their stay in one of the lounges, bars or outdoor on the deck, avoiding overcrowding when boarding/disembarking from the vessel. II. Business Continuity Since the pandemic outbreak, Attica Group, formed a COVID-19 Task Force to facilitate provision of ongoing information (in cooperation with the National Public Health Organization (EODY) and all the competent Authorities), in order to take appropriate measures regarding protection of passengers and the Group’s employees. The Group has put in place and implemented a specific Business Continuity Plan (BCP) which supported uninterrupted operations of all the Group’s services implementing remote work through teleworking. The percentage of remotely working staff is adjusted according to the course of the pandemic and the recommendations, issued by the State. III. Measures to limit the operating costs and enhance the Group’s financial position As the COVID-19 pandemic is still ongoing, the Group continues to implement measures aimed at reducing its operating costs and optimizing operations in order to further strengthen its financial position. NON-FINANCIAL REPORTING Responsibility and Sustainable Development (including Environmental, Social, Governance (ESG) issues) hold a significant position in the Group's business model and greatly affect business decision making. We realize that the way in which we perform our operations and make decisions affect a wide range of individuals, groups and organizations - our social partners, with whom we keep on-going contact and communication. In particular, Responsibility and the related actions have constituted a priority to the Group since 2006, when we actively coordinated developing actions aimed at benefiting society and social partners. Attica Group was the first passenger shipping company worldwide that issued and continues to issue a Corporate Responsibility Report based on the GRI Standards guidelines of the Global Reporting Initiative. Through this Report, we are trying to meet the expectations of our social partners in a two-way communication framework, presenting our progress in respect of the essential areas of our operations, in line with initiatives and actions, implemented in order to to ensure the responsible operation of the Group. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 36 In particular, Attica Group has adopted an integrative approach regarding the Responsibility related issues, at all the hierarchy levels. The Chief Executive Officer has overall responsibility for Responsibility and Sustainable Development issues at the Board of Directors level. At Top Management level, the Chief Administration & Transformation Officer is responsible, while as far as the coordination level is concerned, the Responsibility Team is in charge of planning, coordinating and implementing the Strategy for Responsibility and Sustainable Development, while at the same time cooperating with the other departments for implementation of the Corporate Responsibility and Sustainable Development Action Plan. ESG MODEL Our main commitment is to operate responsibly throughout our entire business operations and harmoniously collaborate with our Social Partners in order to generate mutual long-term value. In this context, we have developed a Sustainable Development Policy that describes our principles regarding sustainable development and management of social and environmental issues as well as the governance issues (ESG) regarding 3 main pillars (Governance, Social, Environment) and 5 Units (Management, Society, Employees, Customers, Environment). MATERIAL ISSUES The Group through a materiality study, identifies, evaluates and prioritizes the most significant issues related to the actual or potential impact its operations can have on each of the aforementioned focus areas, taking into account, inter alia, the interests of important stakeholders, in order to organize ESG issues more effectively and manage them in a meaningful and systematic way. ΕSG – EMPHASIS OF MATTER 2021 ENVIRONMENT - We are investing Euro 21 mln for the construction of 3 state-of-the-art Aero Catamaran vessels, which will be launched in 2022 on the Saronic routes to replace older technology vessels. This investment will ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 37 continue to reduce environmental footprint, through lower fuel consumption and reduced emissions of gaseous pollutants as a result of lighter construction materials used (carbon fibre), as well as installing solar panels to meet lighting and electricity needs of onboard hotel services. We have defined as flagship regarding the Environment actions aimed at decontamination of sea beds and protection of the environment. The first action was implemented in Naxos in 2021 with the participation of 31 volunteers – the Group employees - and 29 volunteers from the Aegean Rebreath organization and the Naxos Wildlife Protection Association, in collaboration with the Municipality of Naxos and the islanders themselves. Volunteer divers collected and classified 2,811 items as follows: ▪ 1,100 plastic bottles and glasses, ▪ 5.5 plastic bags, ▪ 500 aluminum cans, ▪ 150 glass bottles, ▪ 50 large tires and other items made of rubber, ▪ 40 kg nets. - We replaced 2 gasoline vehicles with 2 purely electric vehicles and converted a gasoline vehicle to LPG. - We use refurbished electronic equipment, and in 2021, the relevant supplies for our offices and vessels include a total of 116 devices and 42 electronic equipment peripherals. - We were the first passenger shipping group in Greece that applied biodegradable Seasmiles BIO-PVC cards, and in 2021, we collected and recycled over 210,000 plastic cards, corresponding to approximately 1,156 kg of plastic. - In 2021, the water consumption index is 0.051 m3 / passenger compared to 0.058 m3 / passenger in 2020. SOCIETY - According to a survey conducted in 2021 in our onshore personnel: ▪ 87.9% of our people agree that our Group has created workplaces that promote health and safety. ▪ 88.4% of our people agree that our Group has created a workplace that respects Human Rights. - We trained 99 seafarers (7.1% of total marine labor) on Health and Safety matters, concluding 713 hours of training, while 103 Officers hold a Medical Care certificate and are trained on Emergency incident treatment. - We trained 168 offshore employees on administrative, Health and Safety and Responsibility and Sustainable Development issues. - We provided a total of 57,040 discount tickets, compared to 51,851 tickets in 2020, worth over Euro 1.3 mln for athletic, cultural and educational activities, benefiting thousands of citizens who participated or attended the actions we supported. - We organized the 1st Children's Festival in the Aegean ‘Bluestarino Festival’ devoted to protecting the marine environment, for the pupils of Cyclades and Amorgos, in collaboration with the Non – Profit Organization “Ta Vivlia Paizei”. The festival included educational workshops and 15 programs for children, teenagers and adults of smaller islands aiming to get in touch with culture and science. It also assisted young people to develop new skills and involved a total of 250 children and approximately 250 parents. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 38 - We allocated 18.62% of our total costs to small and medium size suppliers (up to 50 employees). - We were subject to 173 vessel inspections for protection measures against the pandemic, 52 for food hygiene and safety and 90 for Anti-Smoking Law’s implementation, with no non-compliance incident. GOVERNANCE - We designed the three-year Strategic Plan ESG 2021-2023 and the quantitative target for the ESG 2023 level have been included as a target in the official Performance Evaluation of the Group’s CEO (with weight 7.5% on the total variable remuneration) and Key Executives. - We have established a Conflict of Interest Management Framework comprising policies, procedures and control mechanisms for the prevention, detection and management of existing and potential conflicts of interest between the BoD members and corporate interests. - We have developed a Complaints and Investigation Procedure to ensure that each Social Partner can report - by name or anonymously – a potential violation of corporate policies, procedures or legislation, by mail, in a specifically established e-mail address or by filling in the Reporting Form to the Group’s Transparency Committee. - According to a survey conducted in our on-shore personnel: ▪ 88.9% of employees agree that our Group systematically addresses ESG issues. ▪ 86.4% of employees understand the significance of the ESG criteria for the sustainable development of the Group. ▪ 83.4% of employees understand the significance of adopting the best and most responsible practices in the daily operation of the Group. ▪ 79.9% of employees agree that our Group does not tolerate incidences of corruption. ESC RESPONSIBILITY & SUSTAINABLE DEVELOPMENT ISSUES The following key non-financial issues are related to long-term sustainability and are essential to the Group, our shareholders and our social partners. The most important actions of the Group, taking into account the expectations of key stakeholders, are presented below as well. ENVIRONMENT PILLAR Our key commitment is to incorporate principles of sustainable development into our procedures and implement environmentally friendly business practices, aiming in minimizing the environmental impact that inevitably results from our operations. In collaboration with the Lloyds Register, our Group conduct the strategic planning for decarbonization. As part of this commitment, we assess the environmental issues we face each year and seek to minimize their impact on the environment. The most important of such issues are related to air quality & energy consumption, use of raw materials & solid waste, water consumption & liquid waste. Air quality and climatic change We seek to operate responsibly towards the environment and perform our activities in a way that reduces our environmental impact. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 39 - We evaluate annually our impact on the environment, through the Environmental Management System that we apply, which is certified according to ISO14001. - We have certified all of our vessels for the proper and systematic monitoring, recording and disclosure of carbon dioxide emissions according to the provisions of the European Regulation EU MRV 757/2015. - We calculate the greenhouse gas emissions per energy source we use, most of which pertain to fuel oil (both for shipping fuels and on-board electricity generation) and electricity (for office operations) in order to identify areas where our environmental impact can be reduced. - We take actions that reduce our impact on gaseous pollutants mainly from the operation of the vessels engines. - We seek to reduce our impact on the ozone layer applying environmentally friendly refrigerants in our refrigerators and freezers, as well as through our cooperation with the suppliers that do not use refrigerants as materials which have a significant effect on the ozone layer. - We strive to reduce noise pollution, since vessel docking and operation can be a potential source of noise. Indicatively, we ensure the use of machinery and mechanical equipment, which comply with the required standards on noise levels. - We take action to raise awareness and facilitate active participation of our employees and customers in protecting the environment. Raw Materials and Solid Waste - We recognize that raw materials are not inexhaustible, but finite, and prioritize the use of natural resources as efficiently as possible. To achieve this, we implement programs to monitor use of materials, reduce materials used, reuse materials, recycle materials and dispose materials properly. - We implement initiatives to reduce use of materials, within the context of our efforts for efficient use of natural resources, such as the use of multi-machines, most of which are recycled and reconstructed, the use of reconstructed electronic equipment, the efficient use of spare parts and other supplies (such as consumables) etc. - We take care of the reuse of consumables, where possible. - We recycle materials (such as paper, batteries, toners, electronic equipment, medical equipment and lubricants), related to our activities and arising from the operation of our offices and vessels, where possible. - We apply rational management of solid waste and the waste generated by the operation of our vessels. Water and Liquid Waste - We seek to contribute in the long term to better water management and monitor water consumption extensively using, among others, seawater on board of vessels after appropriate treatment, perform only absolutely necessary external cleaning, in case of rain or bad weather and we put special labels to remind our passengers and employees about the responsible use of water in the accommodation, hygiene and catering of our vessels Blue Star Ferries, Superfast Ferries and Hellenic Seaways, as well as in our offices. - We have established a procedure to supply, manage safely and sample drinking water, in order to ensure the quality of water used and consumed onboard our vessels. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 40 - We have equipped all our vessels with ‘Shipboard Oil Pollution Emergency Plan’ (SOPEP) to effectively respond to any pollution incident or risk of pollution, which may arise during the vessel’s fuel supply or due to an accident (e.g. collision, grounding). - We properly manage liquid waste, as we regularly monitor operation of wastewater treatment systems, deliver all liquid waste from our vessels to licensed contractors within ports, comply with relevant regulations regarding bilge and ballast water management and have equipped our vessels with certified wastewater treatment systems regarding discharge parameters (coliforms and total suspended solids) and we deliver liquid waste to appropriate reception facilities of licensed contractors within ports. - We recognize the importance of marine biodiversity and our obligation to reduce the risk of disrupting it and we are taking action to protect it. - We comply with legislation and adhere to the cruising speed limits defined by the relevant provisions, in order to minimize the respective impact as vessel navigation while approaching or exiting ports inevitably creates rippling. SOCIETY PILLAR Society We commit to combine our business success with our country’s and partners’ development, as well as support local communities affected by our operations, in order to contribute substantially in the improvement of our society in general. In particular: - We contribute through our business operation to generating significant economic value for our social partners, while we transport food products and materials to islands, in order to develop local economies and tourism. - We seek to create and maintain working positions, as well as develop the professional skills of our employees. - We identify, determine and support needs of local communities through various means, social actions and social support programs. - We plan and implement or support social actions, in the context of our social contribution. - We cultivate the concept of contribution and voluntary offer among our employees. - We place special emphasis on our educational contribution and support the professional development of young people. - We recognize, manage and reduce potential or actual negative effects that our operations may have to local communities where we operate. - We give priority to domestic suppliers. - As our suppliers influence our responsible operation, we fully acknowledge our moral obligation to positively influence our supply chain and promote the principles of responsible operation to our suppliers. - To implement the principles of responsible operation throughout our supply chain, we have developed a Code of Conduct for Suppliers/Partners as well as a single Procurement Process, which defines responsibilities of our suppliers and partners, and establishes supplier selection criteria for products and services. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 41 Employees We cultivate among our employees a working environment of respect, equality, security and meritocracy. Furthermore, we offer training opportunities to provide the best possible working conditions and professional development. In particular: - We recognize that our business success is directly associated to our employees, therefore we strive to create job positions, as well as reduce unemployment. Our activity also supports indirectly hundreds of job positions throughout our value chain and the passenger shipping industry in general. - We recognize the importance to establish proper living conditions for our onshore employees and their relation with a safe work environment and the crew’s psychology. - We are committed to create a safe work environment for our onshore and offshore office employees regarding health and safety issues. - We take care of the balance between personal and professional life. - We monitor our employees’ opinion as our goal is to establish a unified culture, inextricably related to our Vision and Values, as well as to create a work environment which supports our employees and promotes open communication. - We are committed to equal treatment of our employees, as well as to basing their professional development exclusively on their performance and skills. - We respect the International Principles of Human Rights and reject child labor, forced and abusive labor. - We respect the right of employees to freedom of association and participate in employee unions - We ensure the confidentiality of information concerning the personal data of employees - We implement a fair and transparent system of remuneration, as well as additional benefits, aiming to attract human resources of high level. - We seek to ensure professional development of our employees, as well as their training through the development of an annual Training Program. - We implement a Performance Appraisal System for our onshore and offshore employees, in order to identify their strengths and areas for improvement. Passengers We are committed to offering the best possible travel experience to our customers and respond as best we can to their needs and expectations during their journey. For this reason: - We guard the safety of our passengers on-board, offer safe products and services and implement measures ensuring hygiene and safety of food as well as our hotel services. - We implement measures to ensure the safety of of our passengers personal belongings. - We strive to ensure protection of our customers’ personal data, in order to establish solid and concrete trust relationships. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 42 - We responsibly advertise our products and services and aim to ensure our communication material is fair, legal, sincere, corresponds to reality, does not display or promote stereotypes and respects people’s diversity. - We ensure prompt communication and strive to promptly inform our customers in case of cancellations or delays in scheduled routes, in order to minimize their potential discomfort. - We apply equal treatment policy towards all customers and behave with caution and care during our transactions with vulnerable social groups. - We strive to develop new innovative solutions for the benefit of our passengers, in order to continuously improve the quality of the rendered services. - In 2011 we established the Loyalty and Reward program seasmiles, which provides members with exclusive benefits, gifts, special offers and high quality services. - Since we recognize the significance of our operations and our responsibility for rendering reliable customer service, we have generated mechanisms, through which the customers can submit comments and complaints to monitor our customers satisfaction. GOVERNANCE PILLAR Attica Group Management places great emphasis on issues of Responsibility & Sustainable Development, as it commits to adopt responsible policies and practices in its operations and to harmoniously cooperate with the Stakeholders, in order to create mutual long-term value: - We operate based on best Corporate Governance practices and have adopted the Hellenic Corporate Governance Code. - We have developed Remuneration Policy, as well as the BoD members Eligibility Policy. - We prevent conflicts of interest and have developed a Conflict of Interest Management Framework in order to prevent, identify and address existing and potential conflicts of interest between the BoD members and corporate interests. - We established the Procedure for Disclosure of Dependency Relations of the Independent Non-Executive Members of the Board of Directors. - We apply internal control and risk management systems. - We ensure our business continuity, having developed a comprehensive Business Continuity Plan for the continuation of our operation. - We Implement a certified Information Security Management System at our Data Center in accordance with the international standard ISO 27001:2013, which defines the requirements for implementation, maintenance and continuous improvement of information security management systems. - We follow fair competition rules. - We are active members in institutions and organizations (INTERFERRY, Greek Shipowners Association for Passenger Ships (SEEN), Hellenic Chamber of Shipping (HCS). - We have set up organizational structures to manage responsible operations and collect data to evaluate our performance. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 43 - We have developed Sustainable Development Policy that outlines our principles regarding sustainable development and management of social, environmental and governance issues (ESG). - We apply certified business Management Systems. - We have compiled a Framework for Responsibility and Sustainable Development, arising from internal analysis and dialogue with the Social Partners, in order to organize more effectively the issues of responsible operation and manage them in a meaningful and systematic way. - We recognize that social partners need greater transparency and evaluation of our performance and focus on presenting as many quantitative indicators and targets as possible in the Annual Corporate Responsibility Report. Addressing ethics, transparency and corruption issues - We apply the Code of Ethics & Professional Conduct, which includes the acceptance of the 10 Principles of the United Nations Global Compact, and has been communicated to all our of our onshore employees. - We have prepared and put in place the Employee Guidebook which we disclosed to all of our offshore employees. - We respect the International Human Rights Principles contained in, inter alia, the International Declaration of Human Rights and the ten principles of the UN Global Compact, to which we are a signatory, as well as in the Maritime Labor Convention (MLC), to which we have acceded and we monitor its correct implementation. - We have signed the European Enterprise Manifesto 2020, part of the joint initiative ‘Enterprise 2020’ of the Hellenic Network for Corporate Social Responsibility (CSR Hellas), the European Business Network for Corporate Social Responsibility (CSR Europe) and 42 CSR Networks across Europe. The Manifesto promotes cooperation and initiatives in three strategic areas: ▪ Enhance employability and social inclusion. ▪ Promote new sustainable production and consumption methods, as well as improve living conditions. ▪ Increase transparency and respect for human rights. - We have developed Investment Ethics Code undertaking the relevant commitments (eg integrity in business relationships, due diligence analysis of human rights, labor rights and environmental legal compliance) and invest in organizations that meet the defined criteria. - We apply the Anti-Corruption Regulation, which includes the basic practices of professional integrity and business ethics. - Within the context of our efforts to combat and eradicate corruption, we have accepted and signed the UN Global Compact’s ‘Call for Action’ initiative and commit to implement policies and practices to effectively tackle corruption incidents. - We have developed a Whistleblowing Procedure, to ensure that every Social Partner can report - by name or anonymously – a potential violation of corporate policies, procedures or legislation. All the complaints are collected and processed by the Group’s Transparency Committee with confidentiality regarding the collection and processing of personal data. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 44 Risks related to sustainable development issues The modern business environment is characterized by various risks: financial and non-financial. Non-financial risks, related to sustainable development issues, pertain to the Group's operations and constitute a component of the broader framework of the annual monitoring, evaluation and management of the Group's risks. These risks are identified, recorded, evaluated and prioritized in order to minimize the potential adverse effects that may occur. In addition, they are included in the Risk Register prepared by the Group on an annual basis to ensure that the risks are systematically monitored and the decisions are made on how to manage them. Non-financial performance indicators 2021 The following table indicatively presents Attica Group key non-financial performance indicators for the fiscal year 2021. All the non-financial performance indicators of the Group in 2021 recorded in the annually issued Corporate Responsibility Report, based on the Global Reporting guidelines Initiative Standards. Non-financial Performance Indicators 2021 2020 Social contribution (€) 1.6 mln 1.3 mln Acquisition costs regarding domestic suppliers (%) 87.28% 85.6% Training hours (hours) 10,188 11,064 Loyalty & Rewards Program Members (number) 474,924 406,733 Energy Consumption (GJ) 11,403,949 10,564,898 The Group's performance in ESG matters will be analytically recorded in Attica Group Corporate Responsibility Report 2021. All the Corporate Responsibility Reports published so far are available on the Group’s website (https://www.attica-group.com/el/). DISCLOSURES UNDER ARTICLE 8 OF TAXONOMY REGULATION (EU 2020/852) The EU Taxonomy is a classification system, of activities that can under certain conditions be considered as environmentally sustainable or as activities that enable the transition to environmental sustainability. Under the Taxonomy regulation, companies and organizations can attract funds to develop their sustainable activities as well as expand them further, provided they meet certain criteria. The compliance with these criteria is monitored continuously and reported on an annual basis, included in the non-financial section of the annual financial report. As part of the reporting process, the Group disclosures in the following section the key performance indicators relating to Taxonomy-eligible activities for 2021: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 45 Eligible Non- eligible Turnover 96.69% 3.31% CapEx 96.29% 3.71% OpEx 95.17% 4.83% Qualitative information Accounting Policy The figures presented in this report have been calculated and are presented in accordance with the International Financial Reporting Standards (IFRS) that have been issued by the International Accounting Standards Board (IASB) and their interpretations. Their preparation requires estimations during the application of the Group’s accounting principles. Important admissions are presented wherever it has been judged appropriate. The accounting principles used in the preparation of the table presented above are outlined in Note 2. The current section is included in the Non-Financial Information Report for the first time, as stipulated in EU Regulation 2020/852. The information presented herein abide by the Regulation’s requirements and the Delegated Acts issued as of the time of this publication. The related guidelines have a relative margin of interpretation and are constantly evolving to adjust to the needs of the process. The Group pays close attention to the related developments and will adjust its approach accordingly regarding the assumptions and applicable methodology. For the first reporting period (FY2021) the reporting obligations cover only the Key Performance Indicators (KPIs) of turnover, capital expenditure (CapEx) and operational expenditure (OpEx) as well as the accompanying information regarding their interpretation and calculation. I. Turnover KPI. The proportion of Taxonomy-eligible economic activities from the total turnover has been calculated based on the turnover from services corresponding to Taxonomy-eligible activities (numerator), divided by the total turnover (denominator), both of which referring to 2021. Specifically, the total turnover of the Group is presented in Note 7.1. II. CapEx KPI. The CapEx KPI is defined as Taxonomy-eligible Capex (numerator) divided by total Capex (denominator). As for the reporting period 2021, we only report in the numerator on CAPEX from taxonomy-eligible economic activities, as there are no CapEx plans to upgrade a taxonomy-eligible economic activity to become taxonomy-aligned or to expand a taxonomy-aligned economic activity. In addition, we have not reported purchases of output from taxonomy-eligible economic activities and individual measures, enabling certain target activities, as reliable statements on the taxonomy-alignment ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 46 of our suppliers’ output are currently not available and we are not obliged to assess the taxonomy- alignment of our individual measures for the purposes of the simplified reporting. The total capital expenditure contains the additions to property, plant and equipment as well as intangible assets and right-of-use assets during the fiscal year, before accounting for depreciation, amortization and any re- measurements, including those resulting from any revaluations and impairments. The total capital expenditure is presented in the Cash Flow Statement of the Group. III. OpEx KPI. The OpEx KPI is defined as Taxonomy-eligible Opex (numerator) divided by our total OpEx (denominator). The definition of EU Taxonomy for the operational expenses includes expenses for research and development, renovation of buildings, maintenance and repair, as well as any other direct expenses related to the day-to-day maintenance of property, plant and equipment. Total OpEx consists of direct non-capitalized costs relating to repair and maintenance (denominator). It does not include expenditures relating to the day-to-day operation of PP&E such as: raw materials, cost of employees operating the machine, electricity or fluids that are necessary to operate PP&E. Similar to CapEx above, for the reporting period 2021 we only report in the numerator on OpEx from taxonomy-eligible economic activities, as there are no Opex plans to upgrade a taxonomy-eligible economic activity to become taxonomy-aligned or to expand a taxonomy-aligned economic activity. In addition, we have not reported purchases of output from taxonomy-eligible economic activities and individual measures, enabling certain target activities, as reliable statements on the taxonomy-alignment of our suppliers’ output are currently not available and we are not obliged to assess the taxonomy-alignment of our individual measures for the purposes of the simplified reporting. Sea and coastal freight water transport Taxonomy activity description: This activity consists of the purchase, financing, chartering (with or without crew) and operation of vessels designed and equipped for transport of freight or for the combined transport of freight and passengers on sea or coastal waters, whether scheduled or not. Moreover, the activity includes the purchase, financing, renting and operation of vessels required for port operations and auxiliary activities, such as tugboats, mooring vessels, pilot vessels, salvage vessels and ice-breakers. Eligible Attica group activity description: The Group, regarding freight transport, owns and operates (1) ro- ro vessel, as well as twenty (20) conventional ro-pax ferries which are utilized in the transfer of both passengers as well freight. Sea and coastal passenger water transport Taxonomy activity description: This activity consists of the purchase, financing, chartering (with or without crew) and operation of vessels designed and equipped for performing passenger transport, on sea or coastal waters, whether scheduled or not. The economic activities in this category include operation of ferries, water taxies and excursions, cruise or sightseeing boats. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 47 Eligible Attica group activity description: The Group, operates (30) vessels, out of which twenty-nine (29) are employed in passenger transport and more specifically, twenty (20) of which are conventional Ro-Pax ferries, nine (9) high-speed vessels. The Group’s vessels sail in Greece (Cyclades, Dodecanese, Crete, North-East Aegean, Saronic Gulf and Sporades) as well as in International routes. On an annual basis, the fleet operates in 2 countries, connecting 62 unique destinations and serving over 13,000 sailings, traveling for approximately 2.2m miles. Minimum Safeguards The minimum safeguards on internationally recognized human rights, labor and social standards, confirm the EU taxonomy alignment of Attica Group. The Company demonstrates due diligence to avoid any adverse effects and fully complies with human and labor rights standards as described in the OECD Guidelines and the United Nations Guiding Principles. Attica Group Corporate responsibility The Group operates and develops aiming to generate added value for shareholders and employees, operating for the benefit of its partners and local communities and at the same time reducing where feasible its environmental footprint. Organizational structure has been created in the Group for the effective management of Corporate responsibility issues which is also important for collecting the necessary data for the evaluation of its performance, both internally and by its stakeholders. OECD Guidelines for Multinational Enterprises The Attica Group is operating according to its Principles and the Regulation of Personal Conduct and Business Ethics, which has been developed taking into account the OECD Guidelines for Multinational Enterprises. The Attica Group Regulation of Personal Conduct and Business Ethics reflects the Company’s commitment to the 10 Principles of United nations Global Compact. In 2020, the Regulation of Professional Conduct & Business Ethics was revised and includes our principles and commitments regarding responsible operation towards Society, including the commitment to recognize, manage and reduce potential or actual negative impacts to local communities where we operate due to our operations. Respecting Human and Labour Rights The Group respects the International Principles on Human Rights included, inter alia, in our Regulation of Professional Conduct & Business Ethics, in the Universal Declaration of Human Rights and the ten principles of the UN Global Compact, which we have accepted and signed, as well as in the Maritime Labour Convention (MLC) for which we are certified and inspected. The Group, according to the Regulation of Professional Conduct & Business Ethics: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 48 • Applies equal treatment regarding recruitment practices and appraise our employees fairly and objectively. • Commits not to tolerate any retaliation towards employees who report any human rights violations. At the same time, we have developed a process to identify, prioritize and integrate Corporate Responsibility issues into local and international investment agreements. Further information are presented in the Organization’s annual Corporate Responsibility Report, which is available in the Group’s website: https://attica-group.com/en/corporate-responsibility/responsibility.html С. CORPORATE GOVERNANCE STATEMENT Attica Group Corporate Governance Statement refers to a set of corporate governance principles and practices adopted by the Company, which reflect the way in which the Company is managed, operates and is controlled. The current statement constitutes a special unit of the Annual Report of the Board of Directors (BoD) and was prepared in compliance with the relevant provisions of Articles 152 and 153, Law 4548/2018, Law 4706/2020, provisions of Article 44, Law 4449/2017 (Audit Committee), as effective, as well as the Hellenic Corporate Governance Code adopted by the Company, and is analyzed in the following units: 1. HELLENIC CORPORATE GOVERNANCE CODE (EKED) Law 4706/2012, effective as of July 2021, introduces new provisions for the corporate governance system of public limited companies with shares listed on a regulated market. On 14.7.2021, Attica Holdings S.A. BoD decided to adopt, in accordance with article 17 of Law 4706/2020 and Decision 2/905 / 3.3.2021 of the Board of Directors of the Hellenic Capital Market Commission, the Hellenic Corporate Governance Code ("EKED"), prepared by the Hellenic Corporate Governance Council (ESED), which is posted on its website www.esed.org.gr , as well as on the Company’s website www.attica-group.com. EKED does not refer to the matters that constitute mandatory legal regulations (laws and regulations). EKED either completes the mandatory provisions, or introduces stricter principles, drawing on experience from European and international best practices, always guided by the characteristics of the Greek business and the Greek stock market. It includes best practices and recommendations of self-regulation based on the particular characteristics of the companies, their shareholder composition and the criteria they select on case basis. EKED has been prepared on the basis of the "Comply or Explain" principle, requiring either compliance with all its provisions or explaining reasons for non-compliance with the special practices. a. Deviations from the Hellenic Corporate Governance Code (EKED) and jjustification In the context of the "Comply or Explain" principle, the Company’s BoD decided not to comply with the following EKED special practices providing the relevant justification based on the Company’s specific characteristics in order to better serve its objective and its most efficient operation: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 49 i. PART A'- BOARD OF DIRECTORS / SECOND UNIT - SIZE AND COMPOSITION OF THE BOARD OF DIRECTORS / 2.2 COMPOSITION OF THE BOARD OF DIRECTORS/ 2.2.23 "When the Chairman is an executive member, then the independent non-executive Deputy Chairman or the Senior Independent Director shall not replace the Chairman in his executive duties". Attica Group BoD appointed Mr. Michael Sakellis as Non-Executive Deputy Chairman, in accordance with the effective legislation (Law 4706/2020, Article 8, par.2). Mr. M. Sakellis is held in high esteem by all the bodies in the passenger shipping segment. He is a member of the Greek Shipowners Association for Passenger Ships (S.E.E.N.) from 2006 until today, he was Chairman of the BoD for the period 2012- 2022, while in February 2022 he was awarded the title of Honorary Chairman of the BoD of S.E.E.N. He is a Member of the HELLENIC CHAMBER OF SHIPPING (NEE) BoD, the Seamen's Pension Fund (NAT), the Association of Greek Tourist Enterprises (SETE), as well as a member of the Shipping Council (SAS). Moreover, he meets all the independence criteria effective under the current legislation, apart from the case when he was a member of the BoD of the parent company and its subsidiaries for over (9) years cumulatively from the time of his first election. At the meetings of the BoD he demonstrates objectivity and independence of judgment – the qualities, recognized through his appointment for over nine (9) and consecutive years as a representative of the institution of passenger shipping (S.E.E.N). The Non-Executive Deputy Chairman of the Company’s BoD does not replace the Chairman in his executive duties. ii. PART A'- BOARD OF DIRECTORS / THIRD UNIT - OPERATION OF THE BOARD OF DIRECTORS / 3.2 CORPORATE SECRETARY / 3.2.1 "The Board of Directors is supported by a competent, qualified and experienced Corporate Secretary to comply with internal procedures and policies, relevant laws and regulations and to operate efficiently and effectively”. The responsibilities of the Corporate Secretary are mainly covered by the Legal, Insurance & Corporate Affairs Division and the Corporate Governance & Regulatory Compliance Division, as well as by other Divisions of the Group, as the case may be. In general, the small-staffed Board of Directors, the long-term presence of its members in the composition of the body and effective direct support of the operations of the Board of Directors by the competent Divisions of the Group, adequately support the BoD and its Committees operations at the current stage. iii. PART A'- BOARD OF DIRECTORS / THIRD UNIT - OPERATION OF THE BOARD OF DIRECTORS / 3.3 EVALUATION OF THE BOARD OF DIRECTORS/ 3.3.4 “The Board of Directors collectively, as well as the Chairman, the Chief Executive Officer and the other members of the Board of Directors are evaluated annually for the effective fulfillment of their duties. At least every three years this evaluation shall be facilitated by an external consultant". The Board of Directors, the Audit Committee and the Remuneration & Nomination Committee are collectively evaluated as a body by their own members on an annual basis. In addition, the Chairman ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 50 and the CEO are evaluated individually. Given that the other members of the BoD are non-executive members, collectively evaluated by the BoD and the participating committees and also taking into account the current small-staffed BoD, the practice of additional individual evaluation of these members will not be applied. iv. PART A'- BOARD OF DIRECTORS / SECOND UNIT - SIZE AND COMPOSITION OF THE BOARD OF DIRECTORS / 2.4 REMUNERATION OF THE BOD MEMBERS / 2.4.14 "The contracts of the executive members of the Board of Directors provide that the Board of Directors may require the refund of all or part of the bonus awarded, due to breach of contractual terms or incorrect financial statements of previous years or generally based on incorrect financial data, used to calculate this bonus". The modification of the contracts of the executive members is not required, as the Company’s potential to recover any extraordinary benefits derives from the legislaiton. b. Deviations from the Hellenic Corporate Governance Code (EKED) the Company is in the process of compliance Due to extremely limited time margins from the date EKED entered into force and based on a relevant provision of the same Code, the Company has not yet implemented but is in the process of completion and implementation of special practices starting with the most significant of them, the Rules of Procedure of the BoD, development of a succession plan of the BoD members and the senior executives of the Group, development of an annual action plan of the Board of Directors, as well as determination of a remuneration system for the members of the Board of Directors and the senior executives of the Group. In any case, all the special practices adopted by the Company will have been implemented before the end of first quarter of 2023. 2. INTERNAL CONTROL SYSTEM The Internal Control System ("I.C.S.") is defined as a set of internal control mechanisms and procedures, including risk management, internal control and regulatory compliance, which covers every activity of the Company and the Group on an ongoing basis and contributes to their effective operation. The I.C.S. aims, in particular, at the following objectives: - Consistently implementing the business strategy through efficient use of the available resources, - Recognizing and managing the substantial risks associated with its business activities, - Efficient operation of the Internal Control Department, - Ensuring completeness and reliability of the data and information required for accurate and timely determination of the financial position and preparation of reliable financial statements, as well as the non- financial reporting, under Article 151 of Law 4548/2018, - Compliance with the regulatory and legislative framework, as well as the regulations governing the Group’s operation. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 51 Internal Control System Features The key components of I.C.S. are as follows: - Control Environment: Control Environment includes all the structures, policies and procedures that provide the basis for the development of an effective I.C.S. as it provides the framework and structure necessary to meet the key objectives. - Risk Management: Risk Management includes risk assessment, risk response and risk monitoring procedures. - Control Mechanisms: Control activities include control mechanisms of critical controls, with an emphasis on controls related to issues of conflict of interest, segregation of duties and Information Systems governance and security. - Information and Communication System: The System includes the process of developing financial - including control mechanisms – reports and non-financial information, as well as critical internal and external communication processes. - I.C.S. monitoring: I.C.S. monitoring includes structures and mechanisms in charge of on-going evaluation of I.C.S. data and reporting findings for correction or improvement. To ensure the adequacy of its effectiveness, the I.C.S. structure is based on an operational three-level approach (three-line defence model): - The first defense line comprises every Unit / Department primarily responsible for managing the risks arising from its operations as well as ensuring the effectiveness and efficiency of its work, - The second defense line comprises risk management and regulatory compliance functions promoting and supporting evaluation and monitoring of controls, operating independently of the first defense line, - The third defense line comprises the Internal Control Department, responsible for independent control of the first two lines, in order to provide assurance that the governance framework, risk management and regulatory compliance of the I.C.S. separate elements and control points operate effectively. Audit Committee plays a significant role, as it supervises I.C.S. adequacy and effectiveness. Significant role is also paid by the Risk Management Committee, focused on strengthening the risk management culture, and the Remuneration and Nomination Committee, which assists in recruitment issues of the Company’s BoD, as well as in the Remuneration Policy implementation. To ensure I.C.S. effective organizational structure of ICS, the Group: - Analytically records and clearly defines responsibilities and limits of responsibility of every organizational unit, - Ensures effective allocaiton of responsibilities, in order to avoid cases of incompatible roles between Management Members and executives, and among them, through the organizational structure which provides for appropriate differences in the administrative placement as well as the administrative reference lines, - Applies formal policies and procedures to identify deficiencies in the internal control system (to a reasonable extent) and to ensure that corrective action is taken, - Informs all the employees about their obligation to report any evidenced irregular or illegal act through the generated special channels, ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 52 - Adopts a risk management framework throughout the organization, within all the business activities and in- house units, recognizing the financial and non-financial impact of all the risks. a. Internal control The Internal Control Department (hereinafter "ICD") is an independent organizational unit. ICD reports functionally to the Audit Committee and through it to the Company’s BoD and is administratively subordinated to the Chief Executive Officer. ICD Responsibilities ICD, among others: - Prepares an annual control plan based on the risk assessment, and submits it to the Audit Committee for approval. The annual plan includes the requirements of the resources as well as the effects of limitation of the resources or of the audit work of ICD. Any significant deviation from the approved control plan is disclosed to the Audit Committee through periodic reports. - Monitors, controls and evaluates the implementation of the Rules of Procedure and I.C.S., in particular as to adequacy and correctness of the provided financial and non-financial reporting, risk management, regulatory compliance and the Corporate Governance Code adopted by Company, the financial information quality assurance mechanisms, the Corporate Governance mechanisms, observance of the commitments included in prospectuses and the Company's business plans regarding the allocation of funds raised from the regulated market. - Prepares reports to the organizational units under audit with findings and risks arising and suggestions for improvement, if any. The reports include relevant views of the units under audit, agreed-upon actions or acceptance of the risk of not taking action, limitations on its scope of control (if any), final internal control proposals and results of the Company units' under audit response in its proposals. - Monitors the degree of implementation of the agreed-upon proposals resulting from the Audit Reports. - Submits reports to the Audit Committee at least quarterly, including its most significant issues and proposals, regarding the aforementioned. - Monitors the statutory audit of the financial statements taking into account the findings and conclusions of the external auditors, as well as the relevant supplementary information report addressed to the Audit Committee. - Provides in writing any information requested by the Hellenic Capital Market Commission, cooperates with it and facilitates in every possible way the task of monitoring, controlling and supervising by it. - Participates, in an advisory role, in the development of important new systems / processes with the aim of establishing adequate and effective control mechanisms. - Carries out special purpose (extraordinary) inspections upon request. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 53 b. Risk Management Attica Group has established a Risk Management Committee assisting the Board of Directors on business risk management, as well as in the implemantion supervision of the approved Risk Management Policy and Procedure. In addition, Attica Group has appointed a Risk Management manager with the following main responsibilities: - Coordinates and supports the risk assessment procedure and ensures that the risk recognition and management procedures applied by the Management and the Executives are adequate, - Monitors the development of risks and periodically informs the CEO (Risk Monitoring), - Keeps the Risk Register. c. Regulatory Compliance Attica Group has appointed the Director of Corporate Governance and Regulatory Compliance as the Head of Regulatory Compliance. It is noted that in order to ensure its independence, fregarding the Regulatory Compliance matters, the Director reports directly to the CEO and has access to the Board of Directors, if deemed necessary. Head of Regulatory Compliance Responsibilities The Head of Regulatory Compliance: - Prepares Regulatory Compliance Policy and procedures and submits proposals to the CEO, - Provides ongoing support to the Board of Directors and Management on Regulatory Compliance issues, - Provides guidelines to all stakeholders on the implementation of Regulatory Compliance Policy, - Establishes and implements appropriate and updated policies and procedures, following an assessment of the complexity and nature of Attica Group's operations, through the coordination of actions and the provision of instructions to stakeholders, in order to achieve timely compliance with applicable regulatory and legislative frame, - Monitors the regulatory and legislative framework within its scope of work and identifies new and / or modified obligations (in cooperation with the Directorates of Attica Group, depending on the subject of Regulatory Compliance), - Recognizes and monitors exposure to regulatory risk, - Identifies existing and potential regulatory compliance issues as well as areas at risk and proposes appropriate remedial action plans to address them, - Submits periodic reports to the CEO, - Communicates with the competent supervisory and other Authorities, if required, regarding Regulatory Compliance issues within its responsibilities, - Provides support to the Human Resources Department for the implementation of appropriate training programs, on issues of Regulatory Compliance, - Prepares an annual Regulatory Compliance plan. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 54 In the context of implementing the Regulatory Compliance Operation, the Group has adopted Policies, Codes & Regulations including the applicable principles and regulations, providing operating and compliance guidelines. In particular, the following rules, polices and regulations have been developed: - Attica Group Operating Regulations, - Code of Ethics & Professional Conduct, - Remuneration Policy, - Eligibility Policy, which includes the Diversity Policy, - Conflict of Interest Management Framework, - Procedure for managing preferencial information & properly updating the investors, - Transaction Management Framework with related parties, - Sustainable Development Policy, - Code of Conduct for Suppliers / Partners, - Anti-Corruption Regulation, - Complaints & Investigation Procedure, - Personal Data Protection Policy. d. Other internal control mechanisms and procedures for financial reporting prurposes The Group has invested significant funds in computerization of its operations. In particular, the integrated information system (ERP) SAP has been operating for fifteen (15) years, covering all the Company’s and the Group’s operations. The system ensures provisions of single real-time information and guarantees correct observance of the procedures as defined by the management. There is a connection of the ERP system with the booking systems thus ensuring the automated flow of income. The ERP also implements the Group's procurement, records all operating costs of the vessels as well as administrative costs based on rules and procedures set by the management and controlled by the internal control service. Moreover, ERP provides integrated management and payroll programs for vessel crews. From January 2019 SAP was upgraded to the new S / 4 HANA version. SAP S / 4 HANA is the new suite of 4th generation applications of SAP and is a completely new product developed and designed according to the new technological developments. Controls and audits are carried out by the Internal Control Department at all stages of various operations, based on an annual control plan or following a request of the Management or the Audit Committee. The Group’s financial data are automatically derived from ERP. Financial data are further processed following the standards approved by the Management. The Company has taken all the necessary measures to ensure the intra-company circulation of financial information. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 55 3. INFORMATION ITEMS (c), (d), (f), (h) AND (i) OF ARTICLE 10, PARAGRAPH 1 OF DIRECTIVE 2004/25/ΕC A significant part of the information in items (c), (d), (f) and (i) of paragraph 1 of Article 10 of Directive 2004/25/EC is included in "EXPLANATORY REPORT OF THE BOARD OF DIRECTORS” (Article 4 paragraph 7 & 8 of law 3556/2007). In addition: There are no Company shares that provide special control rights to their holders according to the aforementioned item (d). There are no restrictions on voting rights emanate from the Company shares according to the aforementioned item (f). Regarding the required information of the above item (h), in accordance with the provisions of Law 4548/2018, as effective, the amendment of the Company's Articles of Association is decided by the General Meeting (GM). The GM appoints the members of the BoD in compliance with the effective legislation. In case of BoD member replacement, the decision is to be made by the BoD and is submitted for authorization at the next GM. 4. INFORMATION ABOUT THE GENERAL MEETING OF SHAREHOLDERS The General Meeting of shareholders, is the Company’s highest body and is entitled to take decisions on all cases related to the company. The decisions of the General Meeting are mandatory for all shareholders, even those who are absent or disagree. The BoD assures appropriate preparation of the General Meeting of the Company’s shareholders and informs all the participants about all the matters related to their participation in the General Meeting, including agenda items and their rights at the General Meeting. The BoD facilitates, within the framework of the relevant articles of association, the participation of the shareholders in the General Meeting. The BoD utilizes the General Meeting of shareholders in order to facilitate their substantial and open dialogue with the Company. With the exception of repeat Meetings, the invitation to the General Meeting shall be published at least twenty (20) full days before the day of the Meeting. In particular, according to the current legislation, the invitation of the General Meeting shall include, at least, exact address, date and time of the Meeting, items of the agenda in clarity, the shareholders who have the right to participate, as well as precise instructions about the way in which the shareholders will be able to participate in the General Meeting and to exercise their rights personally or through a representative or, possibly, remotely. Further, the invitation: a. includes information on the minimum following issues: aa) the rights of the shareholders under paragraphs 2, 3, 6 and 7, article 141, Law 4548/2018, with reference to the deadline within which any right can be exercised, or alternatively, the deadline by which the rights can be exercised. Analytical information regarding these rights and the conditions under which they are exercised should be made available through explicit reference to the invitation in the Company's website ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 56 ab) the procedure effective for exercising the voting right through a representative and - in particular - the procedures specifically used for this purpose by the Company, as well as the means and methods provided in the Articles of Association, according to paragraph 4, article 128, Law 4548 / 2018, to enable the Company to receive electronic notifications of appointment and revocation of representatives, and ac) the procedures effective for exercising the voting right by correspondence or through electronic means, if the provisions of articles 125 and 126, Law 4548/2018, are effective in the particular case; b. determines the date of registration, as provided in paragraph 6, article 124, Law 4548/2018, underlying the fact that only the shareholders are entitled to participating and voting at the General Meeting on that date; c) discloses the place where the full text of the documents and draft decisions, provided in paragraph 4, article 123, Law 4548/2018, is available, as well as the way in which such documents can be obtained, and c. makes reference to the electronic address of the Company's website, where the information under paragraphs 3 and 4, article 123, Law 4548/2018 is available. d. makes reference to the electronic address of the Company's website, where the information under paragraphs 3 and 4, article 123, Law 4548/2018 is available. Aa a minimum, the Chairman of the BoD of the Company and the Chief Executive Officer are present at the General Meeting, in order to provide information and briefing on issues of their competence that are presented for discussion and on questions or clarifications requested by the shareholders. The President of the General Meeting should devote sufficient time so that the shareholders could submit their questions. The Head of the Internal Auditor as well as the statutory auditor also attend the Regular General Meeting. General Meeting is chaired temporarily by the President and if he/she is incapacitated - by the Deputy President or the CEO or the senior member of the BoD. Secretarial duties are performed by the person, appointed by the President. After approval of the list of shareholders entitled to vote, the GM elects the President and a Secretary. The decisions of the General Meeting are in accordance with the provisions of applicable laws and the provisions of Company’s Articles of Association. Any person appearing as a shareholder in the registry of the entity in which the shares of the company are being held, is entitled to participate in the General Assembly. The exercise of these rights in accordance with the current law does not require the commitment of shares or any other similar procedure. 5. INFORMATION ABOUT THE BOARD OF DIRECTORS (BoD) AND ITS COMMITTEES BOARD OF DIRECTORS Election & Composition of the Board of Directors In compliance with its Articles of Association, the Company is governed by the Board of Directors (hereinafter referred to as the "BoD"), which is composed of three (3) to eleven (11) members elected by the General Meeting for three (3) years. The term of office of the members of the Board of Directors starts from the day of their election and lasts until the day of the General Meeting, which will be held in the third year after their election. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 57 The members of the Board of Directors are always re-electable or re-appointed and freely revocable. The members of the BoD can also include non-shareholders. The Board of Directors consists of executive and non-executive members, according to the effective legislation. The number of non-executive members of the Board of Directors shall not be lower than 1/3 of the total number of members of the Board of Directors and should not be lower than two (2). If a fraction is obtained, it is rounded to the next integer. The current BoD of the Company was elected, due to the end of the term of service of the previous BoD, at the Annual Regular General Meeting of Shareholders held on 27.8.2020 and was constituted on the same date. On 24.6.2021, the Company announced the resignation of Mr. Panagiotis Throuvalas from the position of Non- Executive Member of the Board of Directors of the Company, as well as a Member of the Remuneration and Nomination Committee. In replacement of the position, the Board of Directors, at its meeting held on 24.6.2021, decided on appointing Mrs. Maria Sarri as a Non-Executive Member until the end of the BoD term. The current BoD consists of seven (7) members, two (2) of whom are executive, two (2) non-executive and three independent non-executive, as defined in the effective legislation. In particular, as at 31.12.2021, the composition of the Company’s Board of Directors is as follows: NAME/SURNAME POSITION FROM UNTIL Kyriakos Magiras Chairman – Executive Member 27.8.2020 2023 Michael Sakellis Vice-Chairman – Non-Executive Member 27.8.2020 2023 Spyridon Paschalis Chief Executive Officer – Deputy Chairman – Executive Member 27.8.2020 2023 George Efstratiadis Non-Executive Member 27.8.2020 2023 Efstratios Chatzigiannis Independent Non-Executive Member 27.8.2020 2023 Loukas Papazoglou Independent Non-Executive Member 27.8.2020 2023 Maria Sarri Independent Non-Executive Member 24.6.2021 2023 BoD Members CVs - Kyriakos Magiras – Chairman – Executive Member Mr. Kyriakos Magiras is the Executive Chairman of the Board of Directors of ATTICA HOLDINGS / ATTICA GROUP. In 2002 he was appointed Shipping Director of Marfin Group, and since then has held key management positions in the Group companies. He also served as CEO of the Investment Bank of Greece and General Manager of the Investment Banking and Banking Enterprises department of Marfin Group. In 1997, Mr. Magiras was appointed Deputy Managing Director of the shipping department of the British National Westminster Bank plc in Athens, while in 1999 he took over the position of Managing Director of the shipping branch of Piraeus Prime Bank, following the acquisition of National Westminster Bank's portfolio in Greece by Piraeus Bank. From 1986 to 1997, he was working at Petrofin S.A. in London and Athens, focused on investment banking, specializing in the shipping segment. Mr. Magiras studied Economics at the University of Athens and ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 58 Banking and Maritime Science at the University of London (City University Business School, 1986), where he received his Master degree in Maritime with a specialization in Maritime Finance. - Michael Sakellis – Vice Chairman – Non-Executive Member Mr. Michael Sakellis studied Economics at the Athens University of Economics and Business (former ASOEE) and is a postgraduate in Maritime Studies at London School of Foreign Trade and Chamber of Commerce). He is a non-executive Vice Chairman of the Board of Directors of ATTICA GROUP and a Member of the BoD of SUPERFAST M.A.N.E. and ANEK - SUPERFAST Joint Venture. He has been active in shipping since 1975, being an executive in shipping companies. In 1979, he was appointed Commercial Director in the company STRINTZIS LINES and later in the company BLUE STAR FERRIES. He served as CEO of BLUE STAR FERRIES from 2004 to February 2016. Mr. Sakellis has been a member of the Greek Shipowners Association for Passenger Ships (S.E.E.N.) from 2006 until today, he was Chairman of the BoD for the period 2012-2022, while in February 2022 he was awarded the title of Honorary Chairman of the BoD of S.E.E.N. He is a Member of the HELLENIC CHAMBER OF SHIPPING (NEE) BoD, the Seamen's Pension Fund (NAT), the Association of Greek Tourist Enterprises (SETE), as well as a member of the Shipping Council (SAS). - Spyridon Paschalis – Chief Executive Officer & Deputy Chairman – Executive Member Mr. Spyridon Paschalis holds a BSc in Business Administration (specializing in Accounting & Finance) at he American College of Greece (Deree College). He holds an MBA in Postgraduate Studies from the Cass Business School (City University) in London. He has been the CEO of ATTICA GROUP since 2012, as well as all the subsidiaries and associates of the Group, and an executive member since 1996. He has been the CEO of SUPERFAST FERRIES since February 2008 and in the same year he was elected the Executive Member of ATTICA HOLDINGS Board of Directors. In 1999 he was appointed CEO and member of the BoD of the subsidiary BLUE STAR SHIPPING SA as well as a member of the BoD of all its subsidiaries. He is the General Manager of AFRICA MOROCCO LINKS (AML), established in 2016 in Morocco in cooperation with the Moroccan Bank of Africa (BMCE) and operating on the Morocco-Spain route. In 2009 he was first elected a Member of the Greek Shipowners Association for Passenger Ships (S.E.E.N.) and was Vice Chairman of International Sails from 2012 to 2022. In February 2022 he was elected Chairman of the BoD of SEEN. Since 2014, he has been an Advisor to the Board of Directors of the HELLENIC CHAMBER OF SHIPPING (NEE) and a Member of the Steering Committee since 2019. He represents Attica Group in the international shipping organization INTERFERRY and has been a member of the OPERATORS POLICY COMMITTEE of the organization since 2015. Mr. Paschalis represents Attica Group at international shipping conferences and forums. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 59 - George Efstratiadis – Non-Executive Member Mr. Georgios Efstratiadis studied Economics at ASOEE and received a postgraduate degree specializing in finance and investment at the University of Exeter (England). He started his career at the Ergasias Bank as a financial analyst, credit executive and then as CEO of the investment subsidiary Proodos Hellenic Investments. In 1998 he started working with the MARFIN group as head of the fund management department and then as CEO of Marfin Global Asset Management S.A. From 2006 to 2007, he was the CEO of Marfin Bank while from 2007 to 2010 he became General Manager of MIG. In 2010, he was appointed Deputy CEO of Olympic Air where he remained until 2012. In the period from 2011 to 2016 he also took over the position of President and CEO of the ground handling company SKYSERV (former OLYMPIC HANDLING S.A.). He is also Chairman and CEO of Athenian Engineering while he was Vice Chairman of HYGEIA Private Hospital. In June 2021 he was elected CEO of MIG. Mr. Efstratiadis has been a Member of the BoD for a number of years in several companies such as Delta, Goody’s, Singular Logic, Barba Stathis, Hygeia, and at the same time was a Member of the BoD of the listed company Attica Holdings. He was also a member of the audit committees of the companies Hygeia (Chairman), Singular Logic (Chairman), Attica Holdings, Vivartia and MIG. He is a Member of the Economic Chamber of Greece. - Efstratios Chatzigiannis– Independent Non-Executive Member Mr. Efstratios Chatzigiannis holds over 30 years professional experience as follows: Board of Directors: Marfin Investment Group SA (2018 until today) - Independent Non-Executive Member of the BoD of Marfin Investment Group, Member of the Audit Committee / Attica Holdings SA (2020 until today) - Independent Non-Executive Member of Attica Holdings SA, Chairman of the Audit Committee, Member of the Remuneration & Nomination Committee / Ila Pothecary Limited, Trading Company in the United Kingdom (2018 until today) - Executive Member of the Board of Directors and CEO / NBGI SE Real Estate Fund (2008-2014) - Director of the Investment Committee / NBG PLC, Holding Finance company of the National Bank of Greece in the United Kingdom (2001 -2014) - Executive Chairman of the BoD. Professional experience / career: Mr. Chatzigiannis was actively occupied in the United Kingdom as a consultant to start-ups and small and medium-sized enterprises, since 2014, operating in the field of technology, providing advice on corporate governance structures, financial management and development strategies. Moreover, he has been a Member of the Advisory Committee of Landbay, a pioneer in the P2PO fintech industry, since 2014. He was head of NBGI PE See Real Estate LP, based in London, from 2008 to 2014. Mr. Chatzigiannis was a Member of the Investment Committee in small and medium-sized English companies of NBG PE UK FUND from 2000 to 2008. From 1997 to 2008, he was the head of the capital markets of NBGI Limited in London (a subsidiary of the National Bank of Greece in the United Kingdom). ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 60 He was also the Corporate Finance Director of PBTC Bank Limited in London and was a key executive in the establishment of a bank in Monte Carlo, under the title Eurofinancière d’investissements SAM. Mr. Chatzigiannis was elected Chairman and Deputy Chairman of the Hellenic Bankers Association UK for 3 consecutive terms. During the period 1987-1995 he played an active role in the operational audit of the Latsis Group. Professional skills: Certified Public Accountant (ICAEW Member), worked at KPMG from 1982 to 1987 / FSA Member - UK Representatives Qualifications: Master of Science (MSc) in Accounting and Finance from the London School of Economics (LSE) / Bachelor of Economics from LSE - Loukas Papazoglou – Independent Non-Executive Member Mr. Loukas Papazoglou is a business consultant with extensive experience in international and Greek companies. He holds a degree in Business Administration at the Athens University of Economics and Business (AOP, former ASOEE) and a postgraduate degree (MSc) in International Finance and Banking (Reading University, UK). In the period 1998-2002 he took over the position of CEO of B&B Finance. In the period 2004-2008 he was Special Secretary of Privatization of the Hellenic Republic where he served as Project Manager in significant privatizations, while also for a period of 8 months he was responsible for the General Accounting Office of the State. In the period 2008-2010 Mr. Papazoglou held the position of the Chairman of the Board of Directors of Athens International Airport SA as well as the head of the Audit Committee and the Finance and Investment Committee. In the period 2011-2014 he was the General Manager of HTC AG. He also had the role of Senior Project Manager of Aegean Motorways SA. and the company Olympia Odos SA In this capacity he was also a member of the BoD of the above companies. In the period 2011-2014 he was appointed CEO of Apivita S.A., a leading natural cosmetics company with an international presence. In the period 2019-2021 he was elected a member of the BoD and a member of the Finance Committee of Hellenic Petroleum SA, a leading energy company with an international presence. From 2018 until today, he has been the CEO of Kantor Management Consultants S.A., an international consulting company. From 2019 until today he has been a member of the BoD of the listed holding and investment company MARFIN INVESTMENT GROUP. Also, from 2020 until today he has been a member of the BoD of ATTICA GROUP, a leading shipping company and parent company of Blue Star Ferries, Hellenic Seaways and Superfast Ferries. In addition, he is a member of the Audit Committee and the Remuneration & Nomination Committee of ATTICA GROUP. - Maria Sarri – Independent Non-Executive Member ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 61 Mrs. Maria Sarri has holds over forty years of experience in asset management and venture capital management, investment banking, as well as management, financing and marketing of enterprises. She has been a member of the Board of Directors of Hellenic Capital Partners (www.hellenic-cp.com), a mutual fund management company, since 2003, first as Vice President and today as President. Mrs. Sarri has held senior management positions at Banks in Greece as well as in the USA. In the framework of her professional activity, she has been and is a member of the management and the Boards of Directors of various companies in various fields of business activity. She is a graduate of the Athens University of Economics and Business, with a postgraduate degree in Business Administration from West England University- Bristol, United Kingdom. Independent Non-Executive Members of the BoD "Independent Non-Executive Members" are defined as the non-executive members of the Company’s BoD, who during their appointment or election and during their term of office meet the criteria of independence provided in the provisions of Article 9 of Law 4706/2020) and are free from conflicts of interest, in accordance with the provisions of Law 4548/2018 on Societes Anonymes, as effective. The Independent Non-Executive Members are appointed by the General Meeting of Shareholders. The Company has adopted the Procedure for Notification of Dependency Relations of the Independent Non- Executive Members of the Board of Directors, in accordance with the current legal framework. The purpose of this Procedure is to disclose the existence of Dependency Relations of the Independent Non-Executive Members of the Board of Directors as well as of the persons, closely related with these persons. In this context, the Independent Non-Executive Members submit, upon their appointment, an annual "Statement of Independence" regarding the criteria of independence under the provisions of Article 9 of Law 4706/2020. The conditions met for the designation of a member of the Board of Directors as an Independent Non-Executive are reviewed by the Board of Directors, on an annual basis at least per fiscal year, and in any case before the publication of the annual financial report, which includes the relevant data. Therefore, the Board of Directors at its meeting of 17.03.2022 reviewed the compliance with the legal requirements for designation as Independent of its Non-Executive members of Mr. Efstratios Hatzigiannis, Mr. Loukas Papazoglou and Mrs. Maria Sarri and concluded that they meet the criteria under Article 9 of Law 4706/2020. Number of shares of Attica SA Holdings held by the member of the Board of Directors On 31 December 2021, the members of the Board of Directors held shares of Attica Holdings S.A. are as follows: NAME / SURNAME POSITION NUMBER OF SHARES Kyriakos Magiras Chairman – Executive Member 0 Michael Sakellis Vice-Chairman – Non-Executive Member 50 Spyridon Paschalis Chief Executive Officer – Deputy Chairman – Executive Member 20,737 George Efstratiadis Non-Executive Member 77,000 Efstratios Chatzigiannis Independent Non-Executive Member 0 Loukas Papazoglou Independent Non-Executive Member 0 Maria Sarri Independent Non-Executive Member 0 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 62 Conflict of interests Members of the Board of Directors should abstein from pursuing their own interests that are contrary to the Company's interests. In particular, Directors are forbidden to participate in the Company's management and act, without the approval of the General Meeting, on their behalf or on behalf of third parties, thus falling within one of the aims pursued by the Company and participate as general partners, in the companies pursuing such objectives. Attica Group has adopted a Conflict of Interest Management Framework - Policy and Procedures (the "Framework") regarding maintenance and implementation of effective policies, procedures and control mechanisms for prevention, detection and management of existing and potential conflict situations during its operation, in accordance with the applicable regulatory and legal framework. The Framework aims to provide guidance to the members of the Board of Directors on how conflicts of interests are defined, how they can be recognized, as well as what procedures should be followed when they take place, in order to protect the Group’s interests. Other professional commitments of the members of the Board of Directors The members of the Board of Directors have disclosed to the Company the following other professional commitments (including significant non-executive commitments to companies and non-profit institutions): - Mr. Kyriakos Magiras holds a managing position in MIG SHIPPING S.A., 100% subsidiary of Marfin Investment Group Holdings S.A. - Mr. Michael Sakellis participates in the BoD of the HELLENIC CHAMBER OF SHIPPING (NEE), of the Seamen's Pension Fund (NAT), as well as of the Association of Greek Tourist Enterprises (SETE). - Mr. Spyridon Paschalis participates in the BoD of NAFS SA and the HELLENIC CHAMBER OF SHIPPING (NEE), and is Chairman of the BoD of the Greek Shipowners Association for Passenger Ships (S.E.E.N.) - Mr. Georgios Efstratiadis is the CEO of MARFIN INVESTMENT GROUP HOLDINGS SA., CEO & Vice President of MIG MEDIA, President & CEO of ATHENIAN ENGINEERING AIRCRAFT MAINTENANCE SA and holds a management position in the companies TOWER TECHNOLOGY HOLDING LTD, MIG AVIATION HOLDING, MIG REAL ESTATE SERBIA, MIG LEISURE & MIG SHIPPING. - Mr. Efstratios Chatzigiannis participates in the BoD of the companies ILA POTHECARY LIMITED, PRM ER LTD, as well as the company MARFIN INVESTMENT GROUP HOLDINGS SA. - Mr. Loukas Papazoglou participates in the BoD of the company MARFIN INVESTMENT GROUP HOLDINGS SA. He is also an independent non-executive member of the BoD of NOVAL PROPERTY. - Mrs. Maria Sarri is the Chairman of the BoD of HELLENIC CAPITAL PARTNERS SA, Vice President of RENEWABLE ENERGY PARKS SA and participates in the BoD of the companies HELLENIC CAPITAL PARTNERS SA, GPS INVESTMENTS SA and PLUS ENERGY SA. Structure of Operation and Authority of the Board of Directors In accordance with Article 19 of the Articles of Association and the Corporate Governance Code, the Board of Directors is responsible for administration and management of corporate affairs. It decides on everything in ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 63 general about matters pertaining to the Company and acts in accordance with the nature and context of its purpose, with the exception of decisions, acts and actions which by law or by the Articles of Association are within the exclusive competence of the General Meeting. Indicatevely: a. It represents the Company before the Courts as well as before any other authority and gives the oaths imposed on the Company by the Chairman or the Vice Chairman or the Managing Director or the Chief Executive Officer or by another person, an employee of the Company or not, appointed by the Council for this purpose, b. It regulates internal and external operations of the Company, determines and controls all expenses related to its operation and appoints and dismisses its personnel, c. It decides to execute works or energy supplies; d. It concludes purchases, sales, exchanges, mortgages, pledges or leases of real estate or movable and generally any agreements, assigns claims of the Company; accepts the assignment of other claims; accepts and grants guarantees from, any third party to achieve the corporate purpose and generally undertakes any obligation for the Company, e. It determines the use of the funds available, appointing arbitrators, deciding on actions, appeals, resolutions, waivers of all or part of their proceedings for the registration, elimination or removal of mortgages, termination of seizures and removal of proceedings in respect of all the interests of the Company; f. It grants general or partial proxy to the persons who deem it, appoints the Company's lawyers and provides them with the power of attorney; g. It submits to the General Meeting proposals for the increase of the share capital or for reduction thereof, the extension of the duration of the Company, its transition to another company of any type, its merger with another company, and its dissolution before its contractual maturity, h. It issues common bond loans and bond loans in accordance with the effective provisions of Law 3156/03. The abovementioned list of Rights of the Board of Directors is not restrictive but merely indicative. It is noted that acts of the BoD, even outside the corporate scope, bind the Company vis-à-vis third parties, unless it is shown that the third party was aware of the oversight or ought to have been aware of it, while any limitations on the Board's power by the articles of association or by a decision of the General Meeting, are not opposed to third parties even if they have been submitted to the disclosure. The Board of Directors has the right to assign to one or more of its members or other persons the management of the Company and its representation in general or certain types of acts or a particular operation. The authorities of the persons to whom the Board of Directors assigns the exercise of rights are determined by the relevant decisions of the Board of Directors. Pursuant to Article 13 of the Articles of Association and the Corporate Governance Regulation, in respect of the BoD composition, it is stipulated that after every election, the new Board of Directors shall immediately meet and elect from among its members the Chairman, the Vice-Chairman and the Chief Executive Officer for the entire term of office and, if deemed necessary the Executive Director. The Chairman or the Vice-Chairman - if the Chairman is prevented from acting - shall chair the meetings of the BoD and direct its operations. According to article 14 of the Articles of Association and the Corporate Governance Code, the Board of Directors shall meet at the Company’s registered office or outside it in any Municipality of Attica Region. In any case, the Board of Directors shall meet outside its registered office in another place, domestically or abroad, as long as all its members are present or represented at this meeting and no one opposes holding the meeting and decision-making. The Board of Directors is convened in accordance with the provisions of article 91, Law 4548/2018. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 64 The Board of Directors can meet through videoconference. In this case the invitation to the members of the Board of Directors shall include the information necessary for their participation in the meeting. In any case, any member of the Board of Directors can request that the meeting be teleconferenced with him/her if the member in question resides in another country than that where the meeting is being held or if there is another significant reason, in particular illness or disability. Article 15 of the Articles of Association stipulates that a member of the Board of Directors, who is absent, can be represented by only one other BoD member. Every member of the Board of Directors can represent only one BoD member who is absent if authorized by a special order. The Board of Directors is in quorum and meets validly when half and more than one of the members are present or represented it, but not when the number of those present is lower than three (3). In order to find the quorum number, any resulting fraction is omitted. The decisions of the Board of Directors are made applying the principle of absolute majority of the members present and those represented. If the votes are evenly divided, the vote of the Chairman of the Board of Directors prevails. The decisions of the Board of Directors are certified by minutes recorded in the book kept for this purpose and signed by the members who were present at the meeting. Preparation and and signing the minutes by all members of the BoD or their representatives is equivalent to a decision of the BoD, even if no prior meeting has been held. Pursuant to article 16 of the Articles of Association, in case of resignation of a member of the Board of Directors before the expiry of his/her service for any reason such as death, resignation or retirement or in any other way loosing his/her capacity of a BoD member, the BoD may elect its members to replace the remaining members. This election is allowed as long as the replacement of the above members is not possible by alternate members, who have been elected by the GM or appointed by A shareholder or shareholders, according to article 81 of law 4548/2018. Election pf replacement by the Board is made based on the decision of the remaining members, if their number is at least three (3), and is valid for the remainder of the term of office of the replaced member. The decision of the election is disclosed and is announced by the BoD the next GM, which may replace the elected members, even if no relevant item is on the agenda. In any case, the other members can continue to manage and represent the Company without replacing the missing members in accordance with the above, provided that their number exceeds half of the members they had before the above events. In any case, these members may not be fewer than three (3). The Board of Directors convenes at a frequency necessary to carry out its duties effectively. The information provided by the Management must be timely in order to enable it to effectively cope with the tasks deriving from its responsibilities The members of the Board of Directors have the right to request any information they deem necessary for the performance of their duties at any time In 2021, 17 meetings of the Board of Directors were held. The participations of every member of the Board of Directors in its meetings during the year 2021, are presented in the following table: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 65 NAME/SURNAME POSITION PARTICIPATION IN THE BOD MEETINGS Kyriakos Magiras Chairman – Executive Member 17/17 Michael Sakellis Vice-Chairman – Non-Executive Member 17/17 Spyridon Paschalis Chief Executive Officer – Deputy Chairman – Executive Member 17/17 Georgios Efstratiadis Non-Executive Member 17/17 Efstratios Chatzigiannis Independent Non-Executive Member 17/17 Loukas Papazoglou Independent Non-Executive Member 17/17 9/9 Maria Sarri () Independent Non-Executive Member 10/10 ()Ms. M. Sarri was elected a member of the Board of Directors on 24.6.2021 and participated in all the BoD meetings during her term in office in 2021. Mr. P. Throuvalas participated in 7/7 meetings of the Board of Directors of Attica Holdings SA, which took place between 01.01.2021 - 22.06.2021, the date on which he submitted his resignation from a member of the BoD and a member of the Remuneration and Nomination Committee. COMPOSITION AND OPERATIONAL STRUCTURE OF AUDIT COMMITTEE The main objective of the Audit Committee is to assist the BoD in ensuring transparency in corporate activities and in fulfilling its obligations and responsibilities towards its shareholders and supervising authorities The Audit Committee is accountable to the Board of Directors of the Company. The Audit Committee has an Operating Regulation approved by the Board of Directors of the Company, which has been in line with the provisions of Law 4449/2017 as effective. The Rules of Procedure of the Committee are posted on the website of the Company. According to its Rules of Procedure, the Audit Committee has the following main responsibilities: - To inform the Company’s Board of Directors of the outcome of the statutory audit and its contribution to the integrity of the financial information and its role in the relevant process, - To monitor the financial information process and make recommendations or proposals to ensure its integrity, - To monitor the statutory audit of the separate and consolidated financial statements and in particular the performance of the audit, taking into account any findings and conclusions of the competent Authority in accordance with the applicable framework, - To review and monitor independence of the statutory auditors - accountants and in particular the adequacy of the provision of non-audit services to the entity under audit in accordance with applicable law, - To implement the procedure for selecting certified auditors or auditing firms and submiting a proposal to the Board of Directors of the Company regarding the selection of certified auditors to be appointed following a decision of the General Meeting, - To propose to the Company’s Board of Directors the head of the Internal Control Department, - To evaluate and approve the annual control plan of the Internal Control Department, - To inform the Board of Directors on the most significant issues and its proposals, quarterly, - To prepare and submit an annual report to the General Meeting of Shareholders which includes a description of the sustainable development policy followed by the Company. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 66 The Annual General Meeting of the Company's shareholders, held on 27.8.2020, decided to designate the Company's Audit Committee as a Board of Directors Committee, consisted of non-executive members of its Board of Directors, the majority of whom are independent. The Chairman of the Audit Committee was elected by its members and is independent of the Company. The term of office of the Audit Committee is equal to that of the Board of Directors, ie three years until the Regular General Meeting, which will meet in the third year after their election. The members of the Committee as a whole have sufficient knowledge in the field in which the Company operates and at least one of its members has sufficient knowledge in auditing or accounting. The CVs of the members of the Committee refer to a previous section of the Report and are also posted on the corporate website of ATTICA HOLDINGS. The Audit Committee meets at least once a quarter or whenever deemed necessary. The Chairman of the Audit Committee formulates and suggests the items on the agenda which together with the relevant information material (internal audit reports, administrative reports, reports, etc.) are distributed in a timely manner to the other members of the Audit Committee. If deemed necessary, the Committee may, at its discretion, invite to its meetings the Head of the Internal Control Department, executives and external auditors. The Chairman of the Committee informs the Board of Directors on a quarterly basis about the operations of the Committee and submits the minutes of its meetings, in which the issues discussed and any remarks - suggestions of the Committee are recorded. On 31.12.2021, the Audit Committee consists of the members of the Board of Directors, as presented in the table below. In 2021, the Audit Committee held twelve (12) meetings, four (4) of which with the Certified Public Accountants and executives of the Company, four (4) with the Internal Auditors and four (4) for the examination and decision making based on the Committee’s responsibilities. The participations of the Chairman and the members of the Committee in the meetings held in 2021 are presented in the following table: NAME/SURNAME POSITION PARTICIPATION IN THE MEETING OF IC Efstratios Chatzigiannis Chairman – Independent Non-Executive Member 12/12 Michael Sakellis Non-Executive Member 12/12 Loukas Papazoglou Independent Non-Executive Member 11/12 To facilitate the completion of the review and evaluation of the financial information process for the year 2021, two (2) more meetings of the Audit Committee were held in 2022 with the Certified Auditors and Executives of the Company. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 67 The Issues Addressed by the Audit Committee in 2021 The most significant issues, addressed by the Committee during 2021, are the following: - Monitoring and evaluating adequacy, efficiency and effectiveness of policies, procedures and controls in relation to the Internal Control System and to assessment and management of risks in financial reporting. - Approving the annual audit plan of the Internal Audit Department for 2021. - Monitoring the results of the Internal Audit Department activities. - Monitoring and evaluating the preparation of financial reporting. - Assessing completeness and consistency of financial statements. - Updating the Board of Directors about the review of the annual separate and consolidated financial statements of 2020 as well as the interim separate and consolidated financial statements of 2021. - Making proposals following the relative evaluation to the Board of Directors regarding the collaboration with the auditing firm "Grant Thornton SA" for mandatory audit of the financial statements of 2021. - Making recommendations to the Board of Directors regarding the approval of the revised Operating Regulations of the Audit Committee and the Internal Audit Department in accordance with the provisions of Law4706 / 2020 - Reviewing the independence of Certified Auditors-Accountants, in terms of adequacy of services in addition to the statutory audit. In particular, the Audit Committee, after evaluation and taking into account the provisions of Law 4449/2017 and in particular Article 44 and Regulation (EU) No. 537/2014, Article 5, agreed to assign non-audit services to auditing firm "Grant Thornton SA" which has undertaken the statutory audit of the financial statements of the year, taking into account retaining objectivity and independence of the statutory auditor or the auditing firm. COMPOSITION AND OPERATION OF THE REMUNERATION & NOMINATION COMMITTEE The Remuneration & Nomination Committee main objective is to assist the Company’s Board of Directors a) in matters of staffing of the BoD and the top executives of the Company based on the current legislation, and b) in the implementation of the approved Remuneration Policy. The Remuneration & Nomination Committee ("RNC") reports to the Company’s BoD. It has in place Rules of Procedures, updated in July 2021 and posted on the Company's website, analitically describing the separate responsibilities of the RNC and the procedures necessary to meet its objective. More specifically, according to its Rules of Procedure, the Committee’s main objective in respect of nominating candidates is: - Facilitating existence of effective and transparent procedures under nominating potential BoD members, - Selecting and proposing potential BoD members to the Board of Directors, - Assisting in ensuring that the composition and structure of the Company’s BoD is in compliance with the size, business characteristics, nature, scope and complexity of the Company's operations. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 68 With regard to the remuneration procedure, the Committee’s main objective is: - Submitting proposals to the BoD on the content of the Remuneration Policy to be approved by the General Meeting, in accordance with Par. 2, Article 110, Law 4548/2018 and assisting the BoD to monitor its implementation, - Submitting proposals to the BoD on remuneration and other benefits of the BoD members and of the persons falling within the scope of the Remuneration Policy under Article 110, Law 4548/2018 and remuneration of the key executives, such as the Head of the Internal Audit Unit. - Reviewing the information included in the final draft of the annual remuneration report, providing its opinion to the BoD before the report is submitted to the General Meeting, in accordance with Article 112, Law 4548/2018. The Annual General Meeting of the Company's shareholders, held on 27.8.2020, approved the establishment of a unified Remuneration and Nomination Committee, consisting of non-executive members of the Board of Directors, who in their majority are independent. The members of RNC were appointed by the BoD. The Chairman of the RNC is elected at the first, after its appointment, meeting by its members and is an independent non-executive member of the BoD. The term of the RNC is three years, proportional to the term of the Board of Directors, and is automatically extended until the first Regular General Meeting. In its present composition, the Committee was established at the meeting of the Board of Directors of 24.6.2021 after the election of Mr. Georgios Efstratiadis as a new member of the RNC in replacement of the resigned Mr. Panagiotis Throuvalas. The RNC consists of three (3) members, two (2) independent non-executive members and one (1) non-executive member. The members of the RNC possess knowledge, experience and skills relevant to and in proportion with the nature of the tasks they are required to perform. Decisions are made unanimously by the Committee’s members The Committee meets at least once a year and extraordinarily, whenever the Chairman of the Committee or any of its members deem so. The Chairman of the RNC designates and proposes the items on the agenda. The minutes of the meetings, including the RNC proposals, are signed by its members. The members of the RNC participate in the meetings either in person or by video conference. The RNC may invite other executives of the Company, depending on the issues to be discussed, and use any other resources it deems appropriate to fulfill its purpose, including the external consultants services. On 31.12.2021, the composition of the Remuneration & Nomination Committee of the Board of Directors, is presented in the table below. In 2021, the RNC held three (3) meetings. Attendance of every member in the meetings of the RNC during 2021 is presented in the following table: NAME/SURNAME POSITION PARTICIPATION IN THE RNC MEETINGS Loukas Papazoglou Chairman- Independent Non-Executive Member 3/3 Efstratios Chatzigiannis Independent Non-Executive Member 3/3 Georgios Efstratiadis () Non-Executive Member 1/3 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 69 () Mr. Georgios Efstratiadis was elected member of the NRC on 24.6.2021 and participated in the meeting of the Committee that took place, after his election. Mr. P. Throuvalas participated in 1/1 meeting of the NRC, which took place between 01.01.2021 - 22.06.2021, the date when he submitted his resignation as a member of the BoD and a member of the NRC. The Issues Addressed by the Remuneration & Nomination Committee in 2021 The Remuneration and Nomination Committee held three (3) meetings in 2021. The main issues it addressed in the context of its operations are the following: - Approving the revised Rules of Procedure. - Submitting proposals to the BoD regarding the BoD members Eligibility Policy as well as the Company’s revised Remuneration Policy. - Submitting proposals to the BoD regarding the election of a new independent non-executive member of the BoD in replacement of the resigned member. - Submitting proposals regarding the advance payment of fees to non-executive members of the Board of Directors until the next Regular General Meeting, according to Article 109 of Law 4548/2018. - Submitting proposals to the BoD regarding the variable remuneration of executive members of Attica Holdings BoD and its subsidiaries, in accordance with the effective Remuneration Policy. - Replacement of a resigned member and re-composiiton of the RNC. COMPOSITION AND OPERATION OF THE RISK COMMITTEE The Risk Management Committee main objective is to assist the Company’s Board of Directors in matters of risk management as well as in implementation supervision of the approved Risk Management Policy and Procedure. The Committee has been established by the Board of Directors in order to assist the Board of Directors in its supervisory function of the independent review, approval and monitoring of the effectiveness and efficiency of risk management. It has Operating Regulations, which was issued in 2021, is published on the Company's website and describes in detail its individual responsibilities and procedures for fulfilling its purpose. The composition of the Risk Management Committee on 31.12.2021 consists of the members of the Board of Directors, as presented in the table below. NAME/SURNAME POSITION Loukas Papazoglou Chairman- Independent Non-Executive Member Kyriakos Magiras Executive Member (Chairmen of BoD.) Spyridon Paschalis Executive Member (Chief Executive Officer & Deputy Chairman) ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 70 EVALUATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES In the context of implementing the provisions of Law 4706 / 2020 and the Greek Code of Corporate Governance applied by the Company regarding the evaluation of the Board of Directors and its Committees, at its meeting held on 24.2.2022, the BoD approved the methodology of its collective assessment, as well as its legally mandatory Committees. The Board of Directors carried out its annual evaluation for 2021 in line with the evaluation of Audit Committee and the Remuneration and Nomination Committee and discussed the results of the evaluation at a special meeting. Also, during the evaluation of the Board of Directors, through relevant questionnaires, a quality evaluation of the Chairman of the Board of Directors and the CEO was carried out. The evaluation procedure was facilitated by a qualified external consultant (Deloitte). The implemented evaluation procedure included integration of the main relevant regulatory requirements, recognition of the priorities of the Board of Directors and its Committees and creation and completion of structured quality questionnaires. The Board of Directors The evaluation of the Board of Directors included the examination of its effectiveness in relation to the following key Pillars: Strategy, Operation, Risk Management and Internal Control System, Leadership and Culture, Supervision, Internal and External Communication, Performance Evaluation and Talent. The objective was to evaluate the collective effectiveness of the Board of Directors, and to identify opportunities for improvement to further strengthen them. In March 2022, the results of the evaluation were submitted to the Remuneration and Nomination Committee, as well as to the Board of Directors. Audit Committee The Audit Committee's evaluation included the examination of its effectiveness in terms of meetings and procedures followed, the effectiveness of its Chairman, the skills of its members as well as the examination of the degree of fulfilment of its responsibilities regarding: a) the Internal Control System, b) the Internal Control Unit, c) monitoring the financial reporting procedure and the audit of financial statements. The objective was to assess the Committee's collective effectiveness and identify opportunities for improvement to further strengthen it. In March 2022 the results of the evaluation were submitted to the Audit Committee, as well as to the Board of Directors. Remuneration and Nomination Committee ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 71 The Evaluation of the Remuneration and Nomination Committee included the examination of its effectiveness in terms of meetings and procedures followed, the effectiveness of its Chairman, the skills of its members as well as the examination of the degree of fulfilment of its responsibilities regarding: a) the Eligibility Policy, b) the Remuneration Policy, c) the Annual Remuneration Report. The objective was to assess the Committee's collective effectiveness and identify opportunities for improvement to further strengthen it. In March 2022, the results of the assessment were submitted to the Remuneration and Nomination Committee as well as to the Board of Directors. Chief Executive Officer A quality evaluation of the Chief Executive Officer was carried out in the context of the Board of Directors evaluation, through the relevant questionnaires. The relevant evaluation of the Chief Executive Officer covered key areas of his responsibility, with the primary objective of evaluating the degree of achievement of the performance of his duties. The results were discussed with the CEO in person, as well as with the Board of Directors. Chairman of the Board of Directors A quality evaluation of the Chairman of the Board of Directors was carried out in the context of the Board of Directors evaluation, through the relevant questionnaires. The relevant evaluation of the Chairman covered key areas of his responsibility, with the primary objective of evaluating the degree of achievement of the performance of his duties. The results were discussed with the Chairman in person, as well as with the Board of Directors. Evaluation results Upon completion of the evaluation, the Board of Directors and its Committees analytically discussed the results of the evaluation and approved an action plan to further improve its operation, which implementation will be monitored. The results of the assessment were estimated as very satisfactory. The BoD members focused on the effective operation and composition of both the Board and its Committees, as well as on the acknowledgement of their positive aspects as follows: - The composition of the Board comprises the appropriate level of diversity and effectively utilizes the skills of its members. - The BoD ensures that Management properly implements the Company's strategy. - The Board duties are clearly defined and executed, with a clear distinction between the duties of executive and non-executive members. - The BoD recognizes its responsibility to maintain a suitable Internal Audit System. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 72 - Τhe Board members encourage integrity and ethical behavior and lead by example acting as role models. - Τhe Chairman and the CEO cooperate effectively for the implementation of critical initiatives for the Company. - The Chairman of the Board effectively leads the Board of Directors. - The CEO undertakes responsibilities and successfully performs his duties. - The BoD Committees fulfill their responsibilities and are adequately staffed. - The Audit Committee successfully monitors the effectiveness of the Internal Control System and the supervision mainly of the Company’s financial risks. - The Audit Committee successfully monitors the financial reporting process and submits recommendations or proposals to ensure its integrity. - The Remuneration Committee submits proposals to the Board of Directors regarding a) the variable remuneration and other benefits of the members of the Board, as well as the senior executives of the Group, b) the content of the BoD Suitability Policy. Noting the very satisfactory results of the annual evaluation, the BoD decided unanimously for 2022 to further focus on issues related to: a) monitoring risks, especially those related to climate change, b) strategic direction of the Company and the Group, given the ever-increasing domestic and international challenges, c) monitoring the ever-increasing collective and separate responsibilities of its members and d) procedure of recruiting and promoting new members of the BoD. 6. INFORMATION ABOUT SENIOR EXECUTIVES CVs CVs of the Group’s senior executives in 2021 are listed below: - Panagiotis Dikaios - Chief Financial Officer Mr. Panagiotis Dikaios has 20 years of experience in shipping finance and investment banking. He has been employed in Attica Group since 2012. During his previous employment Mr.Dikaios served for 5 years at Investment Bank of Greece as Shipping Manager, responsible of financing and investment banking services to the maritime sector. Mr. Dikaios completed his maritime studies at the University of Piraeus and then obtained an MBA from the RSM Rotterdam School of Management in Netherlands. He also serves as a member of Board of Directors in subsidiaries of Attica Group. - George Anagnostou - Chief Operations Officer Mr. George Anagnostou has 31 years of experience in coastal shipping, as well as in maritime dry cargo transport. He has served as an executive officer of Attica Group for cumulative 12 years. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 73 In his previous work experience, he has been the Director of New-Building Construction at Dryships Inc. Through this position, Mr. Anagnostou directed and was responsible for overseeing the construction of over 55 vessels, including tankers, bulk carriers, LNGs and drilling vessels. Mr. Anagnostou holds a PhD as Naval Architect & Marine Engineer (PhD Degree) at the Massachusetts Institute of Technology, USA. He also serves as a member of Board of Directors in subsidiaries of Attica Group. - Dionysis Theodoratos – Chief Commercial Officer Mr. Dionysis Theodoratos is the Chief Commercial Officer of Attica Group. He has 30 years of experience in Sales and Marketing. In 1992 he served as Media Planning manager at the advertising company MRS and in 1995 as the advertising director of Radio Greece FM. In 1996, Mr. Theodoratos worked as marketing manager at Blue Star Ferries, former Strintzis Lines. In 2004, he worked as Commercial Director of domestic lines at Blue Star Ferries. In 2016 he worked as Chief Operating Officer of Attica Group while maintaining the position of Marketing Director. He is a member of the BoD of the Attica Group subsidiaries and a member of the BoD of the Greek Shipowners Association for Passenger Ships (S.E.E.N.). Mr. Theodoratos was awarded the tiatle of an honorary citizen of Symi and Leros islands in recognition of his services as the Chief Commercial Officer of Attica Group. He holds a degree in marketing and advertising at the Institute of Technological Education (TEI) in Thessaloniki. - Panagiotis Papadodimas - Chief Administrative & Transformation Officer Mr. Panagiotis Papadodimas has 22 years of experience in coastal shipping, as well as in maritime dry cargo transport. He has been an executive officer of Attica Group for cumulative 18 years. He was the General Manager at Magna Marine Inc. for 4 years, managing the company’s operations. Mr. Papadodimas holds a law degree at Grenoble University 2. In addition, he obtained an MSc in Bank Finance & Portfolio Management at the University of Paris XIII, as well as an MSc in Maritime Operation. He also serves as a member of Board of Directors in subsidiaries of Attica Group. Number of shares of Attica Holdings held by the senior executives The number of shares of Attica Holdings held by senior executives on December 31, 2021 is presented in the table below as follows: NAME/SURNAME POSITION NUMBER OF SHARES Panagiotis Dikaios Chief Financial Officer 0 George Anagnostou Chief Operations Officer 348 Dionysis Theodoratos Chief Commercial Officer 0 Panagiotis Papadodimas Chief Administrative & Transformation Officer 5,000 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 74 7. INFORMATION ABOUT CORPORATE GOVERNANCE SYSTEM POLICY Remuneration Policy The Company has prepared Remuneration Policy that applies to the members of the Company’s and its subsidiaries’ Board of Directors in accordance with the obligations arising from Law 4548/2018, articles 110- 111. The Remuneration Policy was approved at the Regular General Meeting held on 5.9.2019, reviewed at the Regular General Meeting held on 15.7.2021 and published on the Company's website. The Remuneration Policy is effective for four (4) corporate years, including the under approval. The key principles of Remuneration Policy are designed to attract, motivate and retain in human resources a talented team of entrepreneurs with a business spirit and creativity, which will contribute to the development of the business strategy and will be the basis of long-term success and sustainable development of the Company. The provisions of the Remuneration Policy, among others, include: Remuneration of Executive BoD Members Fixed fees of executive members of the Board of Directors constitute the fixed part of the annual fees that can be paid to executive members of the BoD, due to their capacity. Remuneration paid under the employment contracts of executives, regardless of their status as members of the BoD, is not covered by the Remuneration Policy. It is noted that at the time of the Policy compilation, the Company and its subsidiaries maintain indefinite employment contracts with the persons who have the status of Executive Members of the Company’s BoD and its subsidiaries, and do not pay them additional fees in their capacity as members of the BoD. Therefore, with regard to the Executive BoD members, the Remuneration Policy regulates the variable remuneration, as well as the other benefits. Remuneration of Non-Executive and Independent Non-Executive BoD Members The fees of the Non-Executive and Independent Non-Executive members of the Board of Directors are approved annually by a decision of the General Meeting of Shareholders. In particular, the non-Executive and Independent Non- Executive members of the Board of Directors receive a basic annual fee for their participation in the Board of Directors. These members receive an additional fixed amount for additional responsibilities, such as chairing and participating in Committees, also approved by the Regular General Meeting. Participation in a stock option plan is effective regarding the non-Executive members of the BoD following a decision of the General Meeting according to Article 113 of Law 4548/2018. Independent Non-Executive Members are not eligible for retirement plans, benefits or long-term incentives and are not entitled to variable bonuses or other performance-related benefits. Remuneration Report The Company prepares a comprehensive Remuneration Report for the last financial year in accordance with the obligations arising from Article 112 of Law 4548/2018. The Report which contains a detailed overview of ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 75 earnings as regulated in the Company Remuneration Policy and includes the minimum content, as provided by current legislation. According to the current legislation, Remuneration Report of the last financial year is submitted for discussion at the Regular General Meeting, as an item on the agenda. BoD Members Eligibility Policy The Company has developed Eligibility Policy for the Members of the Board of Directors, which includes all the principles and criteria applied during the selection, replacement and renewal of the term of office of the members of the Board of Directors, in the context of individual and collective eligibility. Eligibility Policy is governed by the principle of transparency and proportionality, was prepared based on the provisions of Article 3 of Law 4706/2020 and the guidelines of the Hellenic Capital Market Commission and was approved by the decision of the Board of Directors dated 24.6.2021 and, subsequently, by the decision of 15.7.2021 of the General Meeting of the Company's shareholders, with effect from the entry into force of Law 4706/2020. The scope of application of the Policy includes the executive, non-executive and independent non-executive members of the Company’s BoD. The objective of the Eligibility Policy is to: - Ensure qualitative staffing, efficient operation and fulfillment of the role of the Board of Directors, based on the general strategy and the medium-term business aspirations of the Company, in order to promote the Company’s interest. - Establish transparent rules and procedures for the evaluation of eligibility and reliability of these persons, both before taking the specific position ("placement") and on a periodic basis ("evaluation"). - Minimize potential operational risks arising from the assignment of tasks to non eligible persons. Diversity Policy Aiming at promoting an appropriate level of diversity in the BoD and a diverse group of members, the Company applies a diversity policy when appointing new members of the Board. This policy aims to avoid the phenomenon of "herd thinking" and promote different views and experiences, in order to ensure the existence of independent judgment and constructive dialogue during the discussion and decision-making processes within the BoD. In this context, the Company ensures adequate representation per gender, as defined by legislation. In addition to the adequate representation per gender as provided above, during the selection of candidate members of the BoD exclusion of the Company is prohibited due to discrimination on the basis of, but not limited to, race, colour, ethnic or social origin, religion, property, disability, age and / or sexual orientation. Regarding administrative, managerial and monitoring committees of the Company and Group there is no access limitation on gender, age or nationality of candidates’ personnel or any other characteristic protected by law. Candidates in each body of the Company or the Group's companies should have sufficient knowledge and experience in the domain, in which the Group operates, appropriate qualifications and those skills that will support the sustainable business growth and the Group’s. In addition, the members, participating in the aforementioned bodies, are always guided by the Group’s values. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 76 Diversity in staffing the bodies, particularly regarding the cultural and educational backgrounds of the nominees, is particularly useful to the Group as it gives, inter alia, the necessary knowledge of the peculiarities in the markets where we operate, allows broadening the experience of executives of our Group. Attica Group provides equal opportunities to all its employees and candidates, at all levels of the hierarchy without any restrictions on access on the basis of gender, age, colour, nationality or any other characteristic protected by law. In this context and in terms of gender representation in the Group's executives, the current percentage of representation of women is 12%. Sustainable Development Policy The Company applies basic principles regarding the pillars of society, environment and economy and has developed a specific policy regarding sustainable development and management of social, environmental and governance issues (Environmental, Social, Governance Issues - ESG). The Company defines sustainable development as the adoption of responsible policies and practices throughout the scope of its business operation and harmonious cooperation with its social partners, in order to ensure the creation of mutual long-term value. The significant non-financial issues and factors of responsible operation, are a set of criteria, which the Company takes very seriously and manages strategically guided by the long-term strategy of sustainable development. Responsible practices, due diligence policies, reporting mechanisms, commitments and objectives have been developed for these criteria, which are described in the "Non-Financial Reporting" section of the BoD Report, and more analytically in the Company's annual Responsibility Reports. The Responsibility Reports of the Group, published so far, are available at https://www.attica-group.com/el/. The Responsibility Reports of the Group follow the GRI Standards guidelines of the Global Reporting Initiative. The Company manages the issues of sustainable development through the Governance pillar, as well as the Environmental and Social Pillars, in order to promote its corporate interest and competitiveness. The Company’s activities regarding these pillars are recorded in the section "Non-Financial Reporting" of this Report. Transaction Management Framework for Related Parties Attica Group adheres to and implements the Transaction Management Framework for Related Parties (the "Framework"), which includes the general policy governing its transactions with related parties. The Framework was adopted by the Company following the decision of the Board of Directors, in accordance with its obligations, arising from the current legislative and regulatory framework. The Framework regulates all the Company's transactions with related parties, as defined in the current legislation and International Accounting Standards (IAS) and has been prepared in accordance with the provisions of Article 14 of Law 4706/2020 and Articles 99 - 101 of Law 4548/2018, in combination with the provisions of International Accounting Standards 24 and 27. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 77 In order to ensure transparency and proper management of the Group's companies' transactions with related parties, the Framework describes the Company's obligations and provides for a clear distribution of responsibilities and roles between its organizational units. The procedures for managing related party transactions are as follows: 1. Α Initial Transaction Investigation with Related Parties (identification and evaluation). 2. Evaluation of the Transaction by the Legal, Insurance & Corporate Affairs Departments. 3. Fair Valuation Opinion. 4. Approval of Related Party Transactions. In the context of the application of International Accounting Standards and International Financial Reporting Standards, the Company is obliged to disclose its Transactions with Related Parties as an aggregate, through its financial statements. 8. INFORMATION ABOUT SHAREHOLDERS AND COMPANY ANNOUNCEMENT SERVICES Shareholder Services The Company has established and put in place Shareholder Services which are responsible for providing direct and adequate information about shareholders, as well as their service regarding the exercise of their rights in accordance with the law and the Company’s Articles of Association. In particular, the Shareholder Services ensure direct, correct and adequate information about the shareholders, among others, as follows: - Distribution of dividends and free shares, issuance of new shares with cash payment, exchange of shares, period of exercise of the relevant pre-emptive rights, or changes in the initial time margins. - Provision of information on the regular or extraordinary general meetings and the decisions made at them. - Acquisition and disposal of equity shares, or any cancellation thereof, as well as share distribution plans or free distribution of shares to members of the Board of Directors and the Company's staff. - Communication and exchange of data and information with the central securities depositories, in the context of shareholder identification. - Updating the shareholders, observing the provisions of Article 17 of law 3556/2007 (AD 91), about the provision of facilities and information from issuers of securities. - Monitoring the exercise of shareholder rights, in particular as regards shareholder participation rates, and the exercise of voting rights at General Meetings. Company Announcement Services The Company has established and put in place the Company Announcement Services in-charge of the Company’s compliance with the obligations provided in accordance with the current legislation. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 78 More specifically, the Services to publish announcements concerning regulated information (according to the provisions of Law 3556/2007 (A’ 91)), as well as Company’s events (according to the provisions of Law 4548/2018 (A’ 104), in order to inform the shareholders or beneficiaries about the other Companies securities. In addition, the services are responsible for the Company’s compliance with the obligations provided in Article 17 of Regulation (EU) 596/2014, regarding the disclosure of preferential information, as well as with the other applicable provisions. D. EXPLANATORY REPORT ON THE INFORMATION REFERRED TO IN ARTICLE 4, PAR. 7 & 8 OF LAW 3556/2007 This explanatory report of the Board of Directors contains the information provided in accordance with article 4, par. 7, Law 3556/2007. 1. Structure of the Company’s share capital As at 31.12.2021, the share capital of the Company amounts to Euro 64,741,752.90 divided into 215,805,843 common nominal shares of nominal value Euro 0.30 each. All of the Company’s shares are listed on the Athens Stock Exchange (Low Dispersion Category). ISIN (International Securities Identification Number) code for Attica Group shares is: GRS144003001. All rights and obligations arising from the ownership of every share are in compliance with the legislation and the Company’s Articles of Association. Every share gives one voting right. Shareholders’ responsibility is limited to the nominal value of the shares owned. There are no treasury shares. 2. Limitations on the transfer of Company’s shares. The Company’s shares are listed on the Athens Stock Exchange and are transferred in compliance with the legal provisions. There are no limitations on transfer of shares as provided in the Company’s Articles of Association. 3. Significant participating interest held directly or indirectly (articles 9 to 11 of Law 3556/2007) Based on the shareholders registry, as at 31.12.2021, the Company’s shareholders holding over 5% are as follows: - MARFIN INVESTMENT GROUP SA (MIG) holds a total participating interest (direct and indirect) of 79.38%, out of which a) 10.306% refers to shares held directly by MIG and b) 69.077% refers to shares held by its 100% subsidiary MIG SHIPPING S.A. - BANK OF PIRAEUS S.A. holds a participating interest of 11.84% ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 79 As at the annual financial report publication date, the Company’s shareholders holding over 5% are the same as those recorded above. 4 Shares with special controlling rights There are no shares holding special controlling rights. 5. Restrictions on the voting rights There are no restrictions on the voting rights in compliance with the Company’s Articles of Association. 6. Agreements between the shareholders of the Company, which the Company is aware of, and which could result in restrictions on transfer of shares or exercise of voting rights Without prejudice to share validation contracts disclosed to the Company from time to time, the Company is not aware of, nor do its Articles of Association make any provisions for any agreements between shareholders, which could result in any restrictions on transfer of shares or exercise of voting rights. 7. Regulations regarding appointment and replacement of the members of the Board of Directors and the amendment to the Company’s Articles of Association The regulations governing appointment and replacement of members of the Board of Directors, as well as the amendment to the Company’s Articles of Association do not diverge from the provisions of legislation on societe anonym (Law 4548/2018). 8. Authority of the Board of Directors or any of its members as regards the issuance of new shares or share buy-back Authority of the Board of Directors as regards the issuance of new shares or share buy - back is defined under the provisions of Law 4548/2018 and the Company’s Articles of Association. 9. Important agreements coming into effect altered or terminated in the event of change in ownership following public listing There are no important agreements in which the Company is engaged and which could come into effect, be altered or terminated in the event of a change in control of the Company following a public offering except as regards its loan and Bond loan obligations, which customarily include clauses regarding a possible change in ownership. 10. Important agreements between the Company and members of the Board of Directors or members of its staff There are no agreements between the Company and members of the Board of Directors or members of the staff, which provide for reimbursement pay in the event of resignation, or dismissal for no reason or the end of duty or employment as a result of a public offer. In the event of termination of employment of members of staff on an employment contract, indemnities as dictated by the law apply. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 80 For information providing reasons, it is to be noted that the Annual General Meeting held on 16.5.2017 approved a pension plan for the Group executives, including executive members of the Board of Directors of the parent company and its subsidiaries, with a minimum maturity of 10 years, in order to reward their faith and loyalty to the Group and to ensure their uninterrupted offering to it in the coming period. The executives of the Group defined by a decision of the Board of Directors on the basis of predefined criteria are entitled to participating in the plan. The total amount of the plan shall not exceed Euro 700 thousand per year, on average and will be implemented either by the parent company or by a subsidiary of the Group. The amount of the voluntary lump-sum cash payment that will be payable when an executive leaves the plan pertains to his/her total occupation with the Group and total gross earnings. AVAILABILITY OF FINANCIAL STATEMENTS The Annual Financial Statements, the Auditor’s Reports and the reports of the Board of Directors of the Company are available in the internet at the Company’s address www.attica-group.com, where the annual financial statements, the auditor’s reports and the reports of the Board of Directors of the companies, included in the consolidation, are also posted in compliance with the provisions of the decision 12A/889/31.8.2020 of the Hellenic Capital Market Commission. Dear Shareholders, The data and information presented above as well as the financial statements submitted to you for fiscal year 2021 enable you to obtain comprehensive understanding of the work and the activities of the Board of Directors during the current period and decide on approving the financial statements of the Company and the Group. Kallithea, 5 April 2022 On behalf of the Board of Directors Kyriakos Magiras Spyridon Ch. Paschalis Chairman of the BoD Chief Executive Officer & Deputy Chairman ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 81 Annual Consolidated and Company Financial Statements for the Fiscal Year 2021 The Annual Financial Report for the fiscal year 2021 (from 1.1.2021 to 31.12.2021) was prepared in compliance with Article 4, Law 3556/2007, was approved by the Company’s Board of Directors on 05.04.2022, and is available in the internet on the web address www.attica-group.com and on the Athens Exchange website where it will be available to investors for at least five (5) years since its preparation and publication date. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 Statement of comprehensive income for the period ended December 31 2021 & 2020 STATEMENT OF COMPREHENSIVE INCOME For the period ended December 31 2021 & 2020 GROUP COMPANY 1.1- 1.1- 1.1- 1.1- 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Sales 7.1 347,907 290,401 - - Cost of sales 7.2 -310,477 -259,335 - - Gross profit 37,430 31,066 - - Administrative expenses 7.2 -29,926 -26,831 -1,320 -1,062 Distribution expenses 7.2 -22,694 -17,072 -4 -4 Other operating income 7.3 5,718 4,312 19 11 Profit / (loss) before taxes, financing and investment activities -9,472 -8,525 -1,305 -1,055 Impairment losses of assets 7.4 - -535 - - Profit from reversal of impairment losses of assets 7.5 - 558 - - Other financial results 7.6 12,06 6 -24,570 -2 -1 Financial expenses 7.7 -16,386 -15,155 -8,803 -7,113 Financial income 7.8 301 268 80 204 Income from dividends 7.9 - - 12901 9433 Profit/ (loss) from acquisition of subsidiary 1,790 Share in net profit (loss) of companies accounted for by the equity method 7.10 -1,410 -1,208 - - Profit/ (loss) from sale of assets -16 - - - Profit before income tax -13,127 -49,167 2,871 1,468 Income taxes 7.11 -66 -251 - - Profit for the period -13,193 -49,418 2,871 1,468 Attributable to: Equity holders of the parent -13,193 -49,418 2,871 1,468 Minority shareholders 82 - - Earnings after taxes per share - Basic (in €) 7.12 -0.0611 -0.2290 0.0133 0.0068 Diluted earnings after taxes per share (in €) - - - - Operating earnings before taxes, investing and financial results, depreciation and amortization (EBITDA) Profit / (loss) before taxes, financing and investment activities -9,472 -8,525 -1,305 -1,055 Plus: Depreciation 51,431 48,914 38 38 Total 41,959 40,389 -1,267 -1,017 Other comprehensive income: Profit for the period -13,193 -49,418 2,871 1,468 Amounts that will not be reclassified in the Income Statement Revaluation of the accrued pension obligations -28 59 -2 - Amounts that will be reclassified in the Income Statement Cash flow hedging : - current period gains / (losses) 3,329 -1,452 - - - reclassification to profit or loss 1,45 2 -2,6 87 - - Related parties' measurement using the fair value method 7.16 - - 31,621 -7,512 Other comprehensive income for the period before tax 4,753 13,163 31,619 -7,512 Other comprehensive income for the period, net of tax 4,753 13,163 31,619 -7,512 Total comprehensive income for the period after tax -8,440 -36,255 34,490 -6,044 Attributable to: Owners of the parent -8,440 -36,255 34,490 -6,044 Minority shareholders - - - - The accompanying notes are an integral part of these Annual Financial Statements. () The items for the comparative annual period ended as at 31.12.2020 have been readjusted following the change to accounting policies under IAS 19 as analytically presented in Note 2.23.3 to the Financial Statements. ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 82 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 STATEMENT OF FINANCIAL POSITION As at 31st of December 2021 and at December 31,2020 GROUP COMPANY Notes 31.12.2021 31.12.2020 31.12.2021 31.12.2020 ASSETS Non-current assets Tangible assets 7.13 673,837 678,664 147 185 Goodwill 7.14 10,778 10,778 - - Intangible assets 7.15 11,306 11,102 - - Investments in subsidiaries 7.16 - - 774,749 717,603 Investments in associates 7.17 5,517 3,657 - - Non-Current financial receivable 7.18 9,080 9,969 - - Other non current assets 7.19 6,624 8,060 8 7 Deferred tax asset 7.20 179 194 - - Total Non-current assets 717,321 722,424 774,904 717,795 Current assets Inventories 7.21 7,087 5,444 - - Trade and other receivables 7.22 91,456 75,178 50 15 Other current assets 7.23 33,634 20,934 9,918 3,044 Derivatives 7.24 4,714 972 - - Cash and cash equivalents 7.25 97,364 80,533 45,526 19,252 Total Current assets 234,255 183,061 55,494 22,311 Total assets 951,576 905,485 830,398 740,106 EQUITY AND LIABILITIES Equity Share capital 7.26 64,742 64,742 64,742 64,742 Share premium 7.26 316,743 316,743 316,743 316,743 Fair value reserves 7.26 3,329 -1,452 154,108 122,487 Other reserves 7.26 119,372 119,179 26,531 26,457 Retained earnings -142,488 -118,284 6,160 14,155 Equity attributable to parent's shareholders 361,698 380,928 568,284 544,584 Non-controlling interests - - - - Total equity 361,698 380,928 568,284 544,584 Non-current liabilities Deferred tax liability 7.20 2,860 1,378 - - Accrued pension and retirement obligations 7.27 1,216 1,084 48 44 Long-term borrowings 7.28 346,359 405,492 241,877 194,045 Non-Current Provisions 7.29 1,918 1,618 - - Other non current liabilities 7.30 11,045 - - - Total Non-current liabilities 363,398 409,572 241,925 194,089 Current liabilities Trade and other payables 7.31 37,940 39,081 380 220 Tax liabilities 7.32 345 318 20 20 Short-term debt 7.28 135,234 25,050 8,037 1,035 Derivatives 7.24 - 3,291 - - Other current liabilities 7.33 52,961 47,245 11,752 158 Total Current liabilities 226,480 114,985 20,189 1,433 Total liabilities 589,878 524,557 262,114 195,522 Total equity and liabilities 951,576 905,485 830,398 740,106 Statement of financial position as at 31st of December 2021 and at December 31, 2020 The accompanying notes are an integral part of these Annual Financial Statements. () The items for the comparative annual period ended as at 31.12.2020 have been readjusted following the change to accounting policies under IAS 19 as analytically presented in Note 2.23.3 to the Financial Statements. ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 83 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 Statement of Changes in Equity For the Period 1.1.2021-31.12.2021 GROUP Total equity attributable to owners of the parent Revaluation Number of Share Share Other Retained Minority Total reserves of shares capital premium reserves earnings interests Equity tangible assets Balance at 1.1.2021 215,805,843 64,742 316,743 -1,452 119,179 -118,284 380,928 - 380,928 Profit for the period - - - - - -13,193 -13,193 - -13,193 Other comprehensive income Cash flow hedges: Current period gains/(losses) - - - 3,329 - - 3,329 - 3,329 Reclassification to profit or loss - - - 1,452 - - 1,452 - 1,452 Remeasurements of defined benefit pension plans - - - - - -28 -28 - -28 Total recognised income and expense for the period - - - 4,781 - -13,221 -8,440 - -8,440 Share capital issue - - - - - - - - - Transfer between reserves and retained earnings - - - - 193 -193 - - - Dividends - - - - - -10,790 -10,790 - -10,790 Balance at 31.12.2021 215,805,843 64,742 316,743 3,329 119,372 -142,488 361,698 - 361,698 Statement of Changes in Equity For the Period 1.1.2020-31.12.2020 GROUP Revaluation reserves of tangible assets Total equity attributable to owners of the parent Number of Share Share Other Retained Minority Total shares capital premium reserves earnings interests Equity Balance at 1.1.2020 215,805,843 64,742 316,743 2,687 117,729 -69,917 431,984 - 431,984 Changes in accounting policies IAS 19 - - - - - 2,442 2,442 - 2,442 Restated balance at 1.1.2020 215,805,843 64,742 316,743 2,687 117,729 -67,475 434,426 - 434,426 Profit for the period - - - - - -49,418 -49,418 - -49,418 Other comprehensive income Cash flow hedges: Current period gains/(losses) - - - -1,452 - - -1,452 - -1,452 Reclassification to profit or loss - - - -2,687 - - -2,687 - -2,687 Remeasurements of defined benefit pension plans - - - - - 59 59 - 59 Other comprehensive income after tax - - - -4,139 - -49,359 -53,498 - -53,498 Transfer between reserves and retained earnings - - - - 1,450 -1,450 - - - Balance at 31.12.2020 215,805,843 64,742 316,743 -1,452 119,179 -118,284 380,928 - 380,928 The accompanying notes are an integral part of these Annual Financial Statements. The items for the comparative annual period ended as at 31.12.2020 have been readjusted following the change to accounting policies under IAS 19 as analytically presented in Note 2.23.3 to the Financial Statements. Statement of changes in equity of the Group (period 1.1 to 31.12.2021) Statement of changes in equity of the Group (period 1.1 to 31.12.2020) ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 84 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 85 COMPANY Number of shares Share capital Share premium Revaluation reserves of tangible assets Other reserves Retained earnings Total Equity Balance at 1.1.2021 215,805,843 64,742 316,743 122,487 26,457 14,155 544,584 Profit for the period - - - - - 2,871 2,871 Other comprehensive income Cash flow hedges: Current period gains/(losses) - - - - - - - Reclassification to profit or loss - - - - - - - Remeasurements of defined benefit pension plans - - - - - -2 -2 Fair value's measurement Related parties' measurement using the fair value method - - - 31,621 - - 31,621 Other comprehensive income after tax - - - 31,621 - 2,869 34,490 Transfer between reserves and retained earnings - - - - - -10,790 -10,790 Dividends - - - - 74 -74 - Balance at 31.12.2021 215,805,843 64,742 316,743 154,108 26,531 6,160 568,284 Statement of Changes in Equity For the Period 1.1.2021-31.12.2021 COMPANY Number of shares Share capital Share premium Revaluation reserves of tangible assets Other reserves Retained earnings Total Equity Balance at 1.1.2020 215,805,843 64,742 316,743 129,999 26,087 13,012 550,583 Changes in accounting policy IAS 19 45 45 Restated balance 1.1.2020 215,805,843 64,742 316,743 129,999 26,087 13,057 550,628 Profit for the period - - - - - 1,468 1,468 Other comprehensive income Cash flow hedges: Current period gains/(losses) - - - - - - - Reclassification to profit or loss - - - - - - - Remeasurements of defined benefit pension plans - - - - - - - Fair value's measurement Related parties' measurement using the fair value method - - - -7,512 - - -7,512 Other comprehensive income after tax - - - -7,512 - 1,468 -6,044 Transfer between reserves and retained earnings - - - - 370 -370 - Balance at 31.12.2020 215,805,843 64,742 316,743 122,487 26,457 14,155 544,584 Statement of Changes in Equity For the Period 1.1.2020-31.12.2020 The accompanying notes are an integral part of these Annual Financial Statements. The items for the comparative annual period ended as at 31.12.2020 have been readjusted following the change to accounting policies under IAS 19 as analytically presented in Note 2.23.3 to the Financial Statements. Statement of changes in equity of the Company (period 1.1 to 31.12.2021) Statement of changes in equity of the Company (period 1.1 to 31.12.2020) ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 Cash Flow Statement (period 1.1 to 31.12 2021 and 2020) CASH FLOW STATEMENT For the period 1.1-31.12 2020 & 2021 GROUP COMPANY Notes 1.1.2021-31.12.2021 1.1.2020-31.12.2020 1.1.2021-31.12.2021 1.1.2020-31.12.2020 Cash flow from Operating Activities Profit/(loss) before taxes -13,127 -49,167 2,871 1,468 Adjustments for: Depreciation & amortization 7.13 & 7.15 51,431 48,914 38 38 Impairment of tangible and intangible assets - 535 - - Impairment loss reversal - -558 - - Provisions 894 507 - 1 Foreign exchange differences 7.4 164 -145 2 1 Net (profit)/loss from investing activities -1,016 939 -12,981 -9,637 Interest and other financial expenses 7.5 16,376 15,143 8,802 7,112 Plus or minus for working capital changes: Decrease/(increase) in inventories -1,643 751 - - Decrease/(increase) in receivables -21,101 -4,704 -7,609 11,029 (Decrease)/increase in payables (excluding banks) 1,773 8,629 511 -5,858 Less: Interest and other financial expenses paid -14,315 -14,291 -7,476 -6,399 Taxes paid -119 -171 - - Total cash inflow/(outflow) from operating activities (a) 19,317 6,382 -15,842 -2,245 Cash flow from Investing Activities Purchase of tangible and intangible assets 7.13 & 7.15 -38,830 -39,664 - - Investments in companies consolidated by the equity method -3,270 - - - Proceeds from disposal of property, plant and equipment 985 - - - Share capital return from subsidiaries - - 6,300 4,002 Acquisition of subsidiaries (less cash) -5,844 - - - Interest received 250 233 80 204 Dividends received - - 12,901 11,193 Subsidiaries share capital increase - - -31,125 -60,069 Total cash inflow/(outflow) from investing activities (b) -46,709 -39,431 -11,844 -44,670 Cash flow from Financing Activities Proceeds from borrowings 109,887 31,565 74,000 20,000 Repayment of borrowing 7.28 -63,926 -10,565 -20,000 - Dividends payed - -10,760 - -10,760 Payments of finance lease liabilities -1,672 -1,940 -43 -45 Total cash inflow/(outflow) from financing activities (c) 44,289 8,300 53,957 9,195 Net increase/(decrease) in cash and cash equivalents (a)+(b)+(c) 16,897 -24,749 26,271 -37,720 Cash and cash equivalents at beginning of period 80,533 105,330 19,252 56,972 Exchange differences in cash and cash equivalents -66 -48 3 - Cash and cash equivalents at end of period 97,364 80,533 45,526 19,252 The method used for the preparation of the above Cash Flow Statement is the Indirect Method. Paragraph 7.25 presents the cash and cash equivalents' analysis. The accompanying notes are an integral part of these Annual Financial Statements. The items for the comparative annual period ended as at 31.12.2020 have been readjusted following the change to accounting policies under IAS 19 as analytically presented in Note 2.23.3 to the Financial Statements. ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 86 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 87 Notes to Financial Statements 1. General Information ATTICA HOLDINGS S.A. (“ATTICA GROUP”) is a Holding Company and as such does not have trading activities of its own. The Company, through its subsidiaries, operates in passenger shipping. Moreover, Attica Group implementing its expansion strategic planning, acquired the owning-company of Naxos Resort Beach Hotel located in Agios Georgios, Naxos and since the current year operates in the hospitality industry. The headquarters of the Company are located in the Municipality of Kallithea, 1-7 Lysikratous & Evripidou Street, P.C. 17674. The number of headcount, at the current period end, was 2 for the parent company and 1,552 for the Group, while as at 31.12.2020 it was 2 and 1,412 respectively. Attica Holdings S.A. shares are listed in the Athens Stock Exchange under the ticker symbol ATTICA. The corresponding ticker symbol for Bloomberg is ATTICA GA and for Reuters - EPAr.AT. The total number of common registered shares is 215,805,843. As at 31.12.2021, the total market capitalization of ATTICA S.A. was approximately Euro 227,675 k. The financial statements of Attica Holdings S.A. Group are included, under the full consolidation method, in the consolidated financial statements of MARFIN INVESTMENT GROUP HOLDINGS S.A., domiciled in Greece, whose total participation in the company (direct & indirect) stands at 79.38%. The annual financial statements of the Group for the period ending at 31 December, 2021 were approved by the Board of Directors on 5.4.2022. Due to rounding there may be minor differences in some amounts. 2. Significant accounting policies applied by the Group The key accounting policies used by the Group for the period 1.1.2021 - 31.12.2021 are the same as those used for the preparation of the financial statements for the year ended 31.12.2020 except for the changes in the Standards and Interpretations, effective as from 1 st January 2021. 2.1. Basis for preparation of financial statements The Group applies all the International Accounting Standards (IAS), the International Financial Reporting Standards (IFRS) and the Interpretations which apply to its activities. The relevant accounting policies, whose summary is presented below, have been applied consistently in all presented periods. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 88 Cases which concern a greater degree of judgement and complexity or cases where the accounting estimates and assumptions could materially affect the consolidated financial statements are provided in Note 2.1.1. The Group has prepared the financial statements in compliance with the historical cost principle, the accrual basis principle, the consistency principle, the materiality principle and the accrual basis of accounting principle. Furthermore, the consolidated financial statements have been prepared in compliance with the going concern principle in accordance with the International Financial Reporting Standards (IFRS) and revised International Accounting Standards (IAS) as issued by the International Accounting Standards Board (IASB) and their interpretations, as issued by IASB's International Financial Reporting Interpretations Committee (IFRIC). Taking into account the economic conditions, as generated due to the crisis of the pandemic of the coronavirus (Covid-19), the relevant risks, uncertainties and related measures taken to address such risks are detailed in Note 3.1.8. These uncertainties are related to the term of the pandemic, the effectiveness and adequacy of the financial measures aimed at improving the passenger shipping segment and the economy in general, but also the intended actions of the Company Management and its subsidiaries, as described in Note 3.1.8., whose effectiveness and adequacy given the current circumstances, does not depend solely on the Management. Therefore, due to the uncertainty of the conditions, there is a possibility that the results, the operation and the prospects of the Group will be adversely affected. In addition to the above, the Group closely monitors the developments around the pandemic and continuously evaluates its effects on the Group's performance. The Group takes precautionary measures to ensure its ability to continue as a going concern. Maintaining sufficient cash, the Management expects that the Group will be able to meet its financing needs. Revenue from passengers and vehicles fares is recognised when the customer travels. All other revenue is recognised at the transaction date. The expenses are recognized based on the accrual expense principle. In preparing its financial statements for the period ending as at 31.12.2021, the Group has chosen to apply the accounting policies which ensure that the financial statements comply with all the requirements of every applicable Standard or Interpretation. An adjustment was made to the Group's Statement of Cash flows for the comparative period 01.01-31.12.2020, regarding the presentation of the results arising during the year from hedging contracts, presented in the item "Adjustments to investing activities" and in the relevant liabilities/receivables presented in the item “Changes in the working capital” lines. This adjustment does not cause any change in the total inflows/outflows from operating activities which remained the same as the published. The adjustment was performed in order to more fully reflect the changes in working capital. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 89 The Management considers that the current financial statements present fairly the entity’s financial position, financial performance and cash flows. The General Meeting of Shareholders has the right to modify the financial statements, approved by the company’s Board of Directors. 2.1.1. Significant accounting policies and main sources of uncertainty of accounting estimates The Management must make judgements and estimates regarding the value of assets and liabilities which are uncertain. Estimates and related assumptions are based mainly on past experience. Actual results may differ from these estimates. Estimates and related assumptions are reviewed on an on-going basis. The accounting estimates that the Management has adopted in implementing the Company’s accounting policies and have the most significant effect on the Company’s financial statements are as follows: The Company measures investments in subsidiaries at fair value. In order to define fair value of subsidiaries, the present value of the estimated future cash flows expected to arise from them is defined. This method is based on estimates and underlying assumptions. The most significant of these estimates relate to the companies’ transportation performance, international fuel prices, capital expenses and discount rate. In addition, on an annual basis the Management examines the following items, on the basis of assumptions and estimates: - useful lives and recoverable values of the vessels - the amount of provisions for staff retirement compensation, for disputes in litigation and for labor law disputes. On the financial statements preparation date, the sources of uncertainty for the Company, which may have effect on the stated assets and liabilities values, concern as follows: - Tax unaudited years of the Company, to the extent it is possible that additional taxes and surcharges charges might arise from the future tax audits. - Estimates on the recoverability of doubtful debts. - Potential losses from pending litigations. The above estimates are based οn the knowledge and the information available to the Management of the Group until the date of approval of the financial statements for the period ended as at 31.12.2021. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 90 2.2. Consolidation 2.2.1. Accounting Policy in accordance with the presentation of ANEK S.A. - SUPERFAST in the financial statements of the Group IFRS 11 replaced IAS 31 “Interests in Joint Ventures” and SIC 13 “Jointly Controlled Entities – Non-Monetary Contributions by Venturers”. International Financial Reporting Standard 11 aligns the accounting for these investments, as well as the rights and obligations of joint ventures. The objective of "Joint Venture ΑΝΕΚ S.A. & SUPERFAST” is to generate revenue and distribute them to the joint ventures as defined in the contractual arrangement. The Group interest in “Joint Venture ΑΝΕΚ S.A. & SUPERFAST ENDEKA HELLAS INC & Co” has been classified, under the provisions of IFRS 11 as a “joint operation”. In compliance with this classification, the Group recognizes in its consolidated financial statements: a) its assets, including its share of any assets held jointly; b) its liabilities, including its share of any liabilities incurred jointly; c) its share of the revenue from the sale of the output from the joint operation; and d) its expenses, including its share of any expenses incurred jointly. 2.2.2. Subsidiaries Subsidiaries are the entities which are controlled by another Company. An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Investments in subsidiaries are initially recognized at cost, while they are subsequently measured at fair value and the differences are recognized in other comprehensive income. If impairment is effective, it burdens the income statement for the current year in compliance with IFRS 9. 2.2.3. Consolidated financial statements Subsidiaries are fully consolidated (full consolidation) using the purchase method from the date when control is acquired and cease to be consolidated from the date when such control ceases to exist. Acquisition of subsidiary by the Group is accounted for by using the purchase method. Acquisition cost of subsidiary is the fair value of the assets given, the shares issued and the liabilities assumed at the date of the exchange, plus any costs directly attributable to the transaction. Specific assets, liabilities and contingent liabilities acquired in a business combination are measured at acquisition at their fair values irrespective of the participating interest percentage. Acquisition cost exceeding the fair value ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 91 of the separate assets acquired is recorded as goodwill. If the total cost of the purchase is less than the fair value of the separate assets acquired, the balance is recognized directly in the income statement. Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of impairment, of the transferred asset. The accounting policies of subsidiaries are amended where necessary to be consistent with those adopted by the Group. 2.3. Investments The investments are classified according to their scope as follows: a) Long-term investments These investments are recognized at cost and are recorded as non-current assets. Subsequently, investments in subsidiaries are measured at fair value. At the end of the administrative period, it is reviewed whether there is an indication of impairment of the investment. In case the investment has to be impaired, the amount of the impairment is transferred to equity. b) Investments held for sale These investments are initially recorded at cost plus any cost directly attributable to the investment. These investments are measured at fair value and gains or losses are recorded in equity until they are disposed of or considered impaired. When these investments are disposed or considered impaired, gains or losses are recognised in the income statement. 2.4. Associates Associates are companies on which the Group can exert significant influence but which do not fulfil the conditions to be classified as subsidiaries or joint ventures. Investments in associates are initially recognized at cost and are subsequently consolidated using the equity method. At the end of each period, the cost increases by the proportion of the investing company in the changes in equity of the investing company and decreases by the dividends received from the associate. The Group’s share in the profits or losses of associated companies after the acquisition is recognized in the income statement, while the share of changes in reserves after the acquisition is recognized in the reserves. The cumulated changes affect the book value of the investments in associated companies. When the Group’s share in the losses of an associate is greater than or equal to its participation in the associate, including any other doubtful debts, the Group does not recognize any further losses, unless it has covered liabilities or made payments on behalf of the associate or those that arise from ownership. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 92 Unrealized gains on transactions between the Group and its associates are eliminated according to the percentage of the Group’s participation in the associates. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of associates are adjusted to be consistent with those used by the Group. 2.5. Joint arrangements Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has rather than the legal structure of the joint arrangement. The Group recognizes in its consolidated financial statements regarding joint arrangements: a) its assets, including its share of any assets held jointly; b) its liabilities, including its share of any liabilities incurred jointly; c) its share of the revenue from the sale of the output from the joint operation; and d) its expenses, including its share of any expenses incurred jointly. Joint ventures are accounted for using the equity method. According to the equity method, participating interest in joint ventures is initially recognized at cost and then adjusted to the Group's share in profits or losses and other comprehensive income of the joint ventures. When the Group's share in losses of a joint venture is equal to or exceeds its interest in that joint venture, the Group does not recognize any further losses unless it has undertaken commitments or has made payments on behalf of the joint venture. Unrealized gains on transactions between the Group and joint ventures are eliminated by the Group's share interest in joint ventures. The accounting principles of joint ventures are consistent with those adopted by the Group. 2.6. Tangible assets Tangible assets are stated at acquisition cost less accumulated depreciation and any impairment loss. Acquisition cost includes expenses that are directly attributable to the acquisition of the assets. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 93 Subsequent costs which are incurred in order to increase the expected vessels’ revenue or extensive additions and improvements as well as large-scale maintenance expenses are considered as a separate asset and are depreciated up to 5 years. The vessels’ adjustment cost with safety regulations and safe management are considered as a separate asset and are depreciated in accordance with the remaining life of the vessel All other expenses are charged to the income statement when incurred, as they are considered as repairs and maintenance costs. Land is not depreciated. Depreciation is calculated on a straight line basis over the estimated useful life of every asset. The estimated useful lives are as follows: 1. Conventional vessels 35 years 2. High speed vessels 25 years 3. Ηydrofoil-flying dolphins 15 years 4. Buildings 40 years 5. Harbor establishments 10 years 6. Motor Vehicles 5 years 7. Furniture and fixtures 5 years 8. Hardware equipment 3 years The Group did not own Buildings as at 31.12.2020. The addition is a result of the acquisition of the owning company of the Naxos Resort Beach Hotel. Useful life of vessels, whose maturity exceeded 30 years at the date of their acquisition by the Group, is extended for further 9 years. The residual value of the vessels according to management estimates is estimated about at 20% of the acquisition cost while for high-speed and flying dolphins to 15% and 10% respectively. For the other fixed assets, no residual value is calculated. The residual value and the useful life of fixed assets are reviewed annually. Once the sale of a tangible asset is completed, the difference between the selling price and the net book value less any expenses related to the sale, is recognized as gain or loss in the income statement. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 94 2.7. Intangible Assets 2.7.1. Goodwill Goodwill is the difference between the acquisition cost and the fair value of the asset and liability of the subsidiary / associate as at the acquisition date. At the time of acquisition, the company recognizes the goodwill arising from the acquisition as an asset and records it in the cost. This cost is equal to the amount at which the consolidation cost exceeds the company's share, assets, liabilities and contingent liabilities of the acquired company. After the initial recognition, goodwill is measured at the cost less the accumulated losses due to a decrease in its value. Goodwill is not depreciated, but is examined annually for any reduction in its value pursuant to IAS 36. To implement impairment tests, the amount of goodwill is allocated to cash flow generation units. The cash flow unit is the smallest identifiable group of assets that generates independent cash flows and represents the level at which the Group collects and presents financial data for internal reporting purposes. The impairment for goodwill is determined by measuring the recoverable amount from the cash flow units to which goodwill is associated. Impairment losses related to goodwill cannot be reversed in future periods. If the acquisition cost is less than the share of the company in the equity of the acquired company, then the former remeasures the acquisition cost, evaluates the assets, liabilities and contingent liabilities of the acquired company and directly recognizes profit or loss as a gain any difference remains after remeasurement. 2.7.2. Trademarks Trademarks are recorded acquisition cost less accumulated depreciation and any impairment loss. The useful life of trademarks is 15 years and depreciation is calculated on a straight line basis. The cost of trademarks includes expenses related to the development and registration of the trademarks in Greece and abroad. Business combination trademarks are valued at acquisition costs and the useful life has been determined as indefinite. The Group has recognized the trademark of Hellenic Seaways Maritime S.A. since its acquisition. The trademark is reviewed for impairment on an annual basis. 2.7.3. Software Computer software programs are recognized at cost less accumulated amortization and any impairment loss. The initial cost includes, in addition to the licenses, all installation, customizing and development expenses. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 95 The expenses which enhance or extend the performance of computer software programs beyond their original specifications are recognized as capital expenditure and are added to the original cost of the software. Useful life of computer software is 8 years and amortization is calculated on a straight line basis. 2.8. Impairment of assets/ Reversal of tangible assets impairment At every reporting date the assets are assessed as to whether there is any indication that an asset may be impaired. If any such indication exists, the entity estimates the recoverable amount of the asset, namely the present value of the estimated future cash flows that are expected to flow into the entity by the use of the asset. The recoverable amount of an asset or a cash generating unit is the higher of its fair value less associated costs of selling the asset and its value when used by the entity. Impairment losses are recognized as expenses in the income statement. For Group’s vessels, in particular, when such indications exist, they are assessed for potential impairment. In such case their recoverable amount is determined as the higher of their fair value, estimated by independent valuators, less costs of disposal, and their value in use is estimated by calculating the expected discounted cash flows. When for an impairment loss recognized in prior periods for an asset other than goodwill, there has been a change in the estimates used to determine the asset’s recoverable amount since the impairment loss was recognized, and those impairment loss indicators may no longer exist or may have been decreased, an impairment loss reversal occurs up to the initial acquisition cost. 2.9. Inventories Inventories are stated at the lower value between cost and net realizable value. Net realizable value is the estimated selling price less applicable variable selling expenses. The cost of inventories is determined using the monthly weighted average market price. 2.10. Trade receivables Trade receivables are short-term receivables to be collected in less than 12 months from the date of recognition and are initially recognized at fair value. Subsequently, if the collection is delayed, trade receivables are measured at amortized cost using the effective interest rate, less any impairment loss. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 96 Regarding trade receivables and contractual assets, the Group applies the simplified approach to the calculation of expected credit losses. Therefore, at every reporting date, provisions for loss for a financial instrument is measured at an amount equalling the expected credit losses over its lifetime. The amount of the provision is recorded in the income statement. 2.11. Cash and cash equivalents Cash and cash equivalents include cash in hand, sight deposits and term bank deposits of high liquidity maturing within three months. 2.12. Share Capital Share capital consists of common bearer or nominal shares and is included in equity. Costs directly attributable to the issuance of shares are recorded, less the related income tax, as a deduction from the issuance product, from the share premium account. Costs directly attributable to the issuance of shares for the equities acquisition are included in the acquisition cost of the acquired entity. 2.13. Distribution of dividends / optional reserves Dividends payable are recognized as a liability in the financial statements of the parent company and the Group when approved by the General Meeting of shareholders. 2.14. Revenue The revenue of the Group is derived mainly from cargo, passengers and vehicles fares, from chartering and from on board sales of goods and services. The Group also has income from credit interest and the Company - from dividends. 2.14.1. Revenue from passengers and vehicle fares Revenue from fares is recognised when the customer travels. Government subsidies for subsidized routes are recognised in the relevant period and are included in “Sales”. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 97 2.14.2. Revenue from on board sales of goods and services Revenue from sales of goods and services on board is recognized upon delivery of goods or services. Regarding the services provided by the Group through concessions, revenue is recognized when the invoice is issued for services relating to the period. All the above revenue is recognized when the collection of the related receivables is reasonably assured. 2.14.3. Interest income Interest income is recognised on an accrual basis using the effective interest method without offsetting any withhold income tax. 2.14.4. Income from dividends Dividends are recognized as income when approved from the authorized body of the company that distributes the dividends. 2.14.5. Income from chartering Income from chartering vessels is recognized based on the accrual principle, according to the relevant contracts. 2.15. Government Grants – Government Assistance 2.15.1. Assets related grants Government grants that relate to assets are those that are provided to entities subject to the condition that the entity will purchase or construct long-term assets. Government grants are recognized when it is certain that: a) The entity will comply with the conditions attached to these grants. b) The grants will be received. Government grants related to assets are recognized as deferred income and are recorded on a systematic basis in revenue during the useful life of the asset. 2.15.2. Income related grants Government grants related to income are recognized as income over the accounting periods, on a systematic basis, in order to match the relevant costs. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 98 2.16. Operating segments The Group applies IFRS 8 "Operating Segments”, which requires the definition of operating segments to be based on the "management approach". In addition, financial information is required to be reported on the same basis as is used internally. The Board of Directors is the main decision maker of the Group's business decisions. For the purposes of presentation of operating segments, it is no be noted that the Group operates in passenger shipping in different geographical areas. The Group has decided to provide information based on the geographical segmentation of its operations. The Group operates in: a) the Greek Domestic Routes, and b) the Internaitonal routes. The Group’s vessels provide transportation services to passengers, private vehicles and freight. The Group’s sales are highly seasonal. The highest traffic for passengers and vehicles is observed during the months July, August and September while the lowest traffic for passengers and vehicles is observed between November and February. In contrast, freight sales are equally divided within the year, presenting very lower seasonality. Operating segments that have not met the requirements set out in IFRS 8 are not disclosed separately if the Management considers that the information related to the separate segment is not useful to users of its financial statements. 2.17. Expenses 2.17.1. Recognition of expenses Expenses are recognized based on the accrual principle. 2.17.2. Financial expenses 2.17.3. Borrowing costs Borrowing costs are interest and other costs incurred by an entity in connection with the borrowing of funds. Borrowing costs include: a) Interest on short-term and long-term borrowings, interest on bank overdrafts and the costs that may arise from the present value of these obligations. b) Amortization of ancillary costs incurred in connection with the arrangement of borrowings. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 99 c) Exchange differences arising from foreign currency borrowings to the extent they are regarded as an additional cost to interest costs. 2.17.4. Employee benefits 2.17.4.1. Short-term benefits Short-term employee benefits (except post-employment benefits) in cash and in kind are recognized as an expense when they accrue. Any unpaid amount is booked as a liability, while in the case where the amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments or to reimbursement. 2.17.4.2. Post-employment benefits Post-employment benefits include lump sun pension compensation, pensions or other benefits, offered after the termination of employment to the employees as acknowledgement of their services. The Group’s obligations regarding pension benefits include both - defined contribution plan and defined benefits plans. The accrued cost of the defined contribution plan is recorded as an expense in the relative period. Post-employment benefits are partly funded through payments to insurance companies or state social insurance institutions. Defined contribution plan Defined contribution plans are relating to contributions to Insurance Funds (e.g. Social Security), so the Group doesn’t have any legal obligation in the event that the State Fund is unable to pay a pension to the insured. The employer's obligation is limited to the payment of employer contributions to the insurance funds. The contribution, payable by the Group, under a defined contribution plan, is recognized as liability, after deduction of the paid contribution, while accrued contributions are recognized as an expense in the income statement. Defined benefit plan According to Laws 2112/20 and 4093/2012 the Company is obliged to compensate its employees in case of retirement or dismissal. The amount of compensation paid depends on the years of service, the amount of remuneration and the way the service was terminated (dismissal or retirement). The person is entitled to participate in these plans through distribution of benefits in the last 16 years until his/her retirement date following the provisions of Law 4093/2012. The amount of the compensation paid depends on the years of service, the level of wages and the removal from service (dismissal or retirement). The entitlement to participate in these plans is usually based on years of service of the employee until retirement. The liability recognized in the Statement of Financial Position with respect to defined benefit plans is the present value of the liability for the defined benefit less the fair value the fair value of the plan’s assets (reserve from payments to the insurance company) and changes resulting from any actuarial gain or loss and the cost of prior ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 100 service. The commitment of the defined benefit is calculated annually by an independent actuary, applying the projected unit credit method. The obligations for benefits payable are based on various parameters, such as age, years of service, salary. Specific obligations for payable benefits. The provisions for the period are included in the relative personnel cost in the accompanying separate and consolidated financial statements and consist of current and past service cost, the relative financial cost, actuarial gains or losses and any possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is applied, which includes a number of changes in accounting treatment of defined benefit plans, including: - Non-recognition of expected returns of the plan investments in the income statements but recognition of the relevant interest on the net liability/(receivable) of the benefit calculated based on the discount rate used to measure the defined benefit obligation, - Recognition of previous service costs in the income statement for the year earlier than the dates of modifications to the plan or when the relevant restructuring or terminal benefit is recognized, - Other changes include new disclosures as quantitative sensitivity analysis. 2.17.5. Leases 2.17.5.1. Finance Leases The Group and the Company proceeded with the adoption of IFRS 16 "leases" from 1 January 2019. IFRS 16 introduces a single model for the recognition of leases in the financial statements. By adopting the standard, the Group as a lessee recognizes in the statement of financial position right-of-use assets and lease liabilities, the date when the leased fixed assets are made available for use. The accounting treatment of leases for the lessor remains the same as that under IAS 17. Α. As a Lessee The Group and the Company lease various assets such vessels, buildings and vehicles. As a lessee, under the previous accounting policy, the Group and the Company classified leases as operating or finance, based on the assessment of whether all risks and benefits related to ownership of a component of the assets were transferred, irrespective of the final transfer or non-transfer of ownership of the asset. According to IFRS 16, the right-of-use assets and lease liabilities are recognized for most of the leases to which it contracts as a lessee, except for low value leases, whose payments were recorded under a straight line method in the income statements throughout the term of the lease. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 101 Significant Accounting Policies: Leases are recognized in the statement of financial position as a right-of-use asset and a lease liability on the date on which the leased fixed asset becomes available for use. Every lease payment is divided between the lease liability and interest, which is charged to the income statement throughout the lease, in order to obtain a fixed interest rate for the remainder of the financial liability in every period. Rights-of-use assets are initially measured at their cost, and then reduced by the amount of accumulated depreciation and potential impairment. The right-of-use is depreciated in the shortest period between the useful life of the asset or duration of its lease, applying the straight line method. The initial measurement of the right-of-use assets consists of: • The amount of the initial measurement of the lease liability, • Lease payments made on or before the commencement date, reduced by the amount of discounts or other incentives offered, • Initial costs, which are directly linked to the rent, • Recovery costs. Finally, they are adjusted to specific remeasurements of the corresponding lease liability. Lease liabilities are initially calculated at the present value of rentals, which were not paid at the inception of the lease. They are discounted at the imputed rate of the lease or, if this interest rate cannot be determined by the contract, with the differential lending rate (IBR). The differential borrowing rate is the cost that the lessee would have to pay to borrow the necessary capital in order to obtain an item of similar value as the leased asset, in a similar economic environment and under similar terms and assumptions Lease liabilities include net present value of: • Fixed leases (including any in-substance fixed leases) • Variable leases, depending on the rate • Residual value expected to be paid • The price of an option to purchase the underlying asset, if the lessor is almost certain to exercise it • Penalties for termination of a lease if the lessor chooses this option. After their initial measurement, the lease obligations are increased by their financial cost and are reduced by the payment of rents. Finally, they are reassessed when there is a change: a) to rents due to a change of index, b) to the estimation of the amount of residual value, which is expected to be paid, or c) to the assessment of a choice ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 102 of purchase or extension, which is relatively certain that it will be exercised or a right of termination of the contract, which is relatively certain that it will not be exercised. B. As a Lessor When tangible assets are leased under finance lease, the present value of rentals is recorded as a receivable. The difference between the gross amount of the receivables and the present value of the receivable is recorded as deferred financial income. Income from lease is recognized in the income statement during the lease using the net investment method, which represents a constant periodic return. 2.17.5.2. Operating Lease Under IFRS 16, lease payments for an operating lease are recognised as an expense and are charged to the income statement. In case that according to the leasing contract, at the end of the lease period repairs are required on damages occurred out of usual wear and tear of the leased asset then these expenses are recognised in the income statement of the year when the lease contract is terminated. 2.17.6. Contingent liabilities and contingent assets Provisions are recognized when: a) The Group has a present obligation, legal or construed, as result of a past event. b) It is probable that an outflow of resources embodying economic benefits will be required to settle an obligation. c) A reliable estimation of the obligation can be made. Provisions are reviewed at every financial statements preparation date. Contingent liabilities or contingent assets are not recognised in the financial statements, but disclosed in the notes to the financial statements, when the possibility of an outflow or inflow of economic benefit is remote. 2.17.7. Allocation of revenue and expenses 2.17.7.1. Allocation of joint revenue and expenses The consolidated Joint Ventures and management companies of the Group, transfer all revenue and expenses related to specific companies to these ship-owners companies. When revenue or expenses are incurred which ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 103 are not related to specific ship-owners companies, they are allocated to the ship-owners companies based on gross registered tonnage of every vessel. 2.1.1.1. Allocation of expenses The Group recognizes insurance expenses and other vessels expenses in relation to a twelve-month period in the income statement on a monthly basis in order to facilitate annual allocation of such expenses. 2.18. Current and deferred income taxes For a better understanding of the way in which the Group’s income is taxed, the profits are classified based on their origin. 2.18.1. Profit from shipping activities According to Law 27/1975, article 6, the ship-owners companies whose vessels are carrying the Greek flag or foreign flag but have established their offices in Greece under Law 89/67 pay taxes based on the gross tonnage of the vessels, regardless of profits or losses. This tax is in effect an income tax which is readjusted according to the above law. The payment of the above tax covers all obligations which are related to income tax with regard to shipping activities. In this case, a permanent difference exists between taxable and accounting results, which will not be taken into consideration for the calculation of deferred taxation. 2.18.2. Profit from non-shipping activities In this particular case, the total revenue from non-shipping activities is calculated, as well as the expenses related to the above revenues. If it is not feasible to determine profits from non-shipping activities, then the total revenue is calculated, combining revenue from shipping and non-shipping activities. Based on this total, the percentage of the two above categories is recorded in the total revenue. These percentages are divided by the total profit / loss. The profit arising from the above calculation, referring to non-shipping activities, is taxable under the general provisions. 2.19. Effect of changes in foreign exchange rates The functional currency of the Group is Euro. Transactions in foreign currencies are translated into Euro at the exchange rate effective at the date of the transaction. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 104 At every Statement of Financial Position date: a) Monetary assets are translated using the closing rate effective as at that date. b) Non-monetary assets in foreign currency, measured using historical cost, are translated applying the exchange rate at the date of transaction. At the end of every period, such assets are translated into home currency by using the closing rate of that date. Exchange differences arising in the above cases are recognized in revenue or expenses in the period in which they arise. Exchange differences arising on the settlement of non-monetary assets of the foreign companies, whose currency is not Euro, are recognized directly in equity. 2.20. Financial liabilities The basic financial instruments of the Group are as follows: a) Bank loans Loans are initially recorded at cost, which is the actual value of the received consideration, plus potentially arising related expenses. Subsequently, they are valued at the carrying amount based on the effective interest rate. b) Hedging financial instruments All financial derivatives are recognized and measured at fair value. Financial derivatives are presented separately as assets when the fair value is positive and separate in as liabilities when the fair value is negative. The method of recognition of profit or loss depends on whether a derivative has been identified as a hedged item and whether it is offset by nature of the item which is offset. Using cash flows offsetting, the Group intends to cover the risks that cause a change in cash flows and arise from an asset or a liability or a future transaction and that change will affect the income statement. Examples of the Group's cash flow offsetting hedging include future transactions in the shipping fuel market, subject to changes in market prices. The Group uses hedge accounting when at the commencement of the hedging transaction and the subsequent use of the financial items derivatives it may also document the relationship between the hedged item and the hedging instrument regarding the risk management and strategy for the hedging decision. Moreover, hedge accounting is applied only when it is expected to be effective and can be reliably measured and on an ongoing basis for every reporting period. The Group has defined as a hedging ratio equal to 1: 1 for the relationship between hedging instrument (contracts) and hedged item (fuel oil). Hedging inefficiency may arise from a) differences related to time difference between the cash flows of the hedging instruments and the hedged item, and b) contingent change in the hedging ratio of the hedging relation arising ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 105 from the amount of the hedged item which the Group actually offsets and the quantity of the hedging instrument that the Group actually uses to offset the aforementioned quantity of hedging instrument and c) continent decrease in combustion arising from the decrease in routes. Changes in the fair value of the effective component of the hedging instrument are recognized in equity (Fair value reserves) through other comprehensive income, while the inefficient component is recognized in the Income Statement. The amounts accumulated in equity are transferred to the Income Statement in the periods when the hedged items are recognized in the incomes statement. The Group measures the fair value reserves at the lowest of the following amounts (in absolute values): i) the cumulative gain or loss of the hedging instrument from the commencement of the hedging and ii) the cumulative change in fair value (in present value) of the hedged item (i.e. the present value of the cumulative change in the hedged expected future cash flows) from the commencement of the hedging. When a cash flow hedging item expires, is disposed or exercised without being replaced, or when a hedging instrument no longer meets the criteria for hedge accounting, any cumulative profit or loss in the Equity at that time is recognised to the income statement, Finally, it is to be noted that as far as hedge accounting is concerned, the Group continues to apply the requirements arising from IAS 39. 2.21. Financial assets Initial recognition A financial asset or financial liability is recognized in the statement of financial position of the Group when it arises or when the Group becomes part of the contractual terms of the financial instrument. Financial assets are classified at initial recognition and are subsequently measured at amortized cost, at fair value through other comprehensive income and fair value through profit or loss. If a financial asset is to be classified and measured at amortized cost or at fair value through comprehensive income, it shall generate cash exclusively pertaining to capital and interest repayments of the initial capital. The business model applied by the Group for the purposes of managing financial assets refers to the way in which it manages its financial capabilities in order to generate cash flows. Classification of Financial Instruments ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 106 The accounting policies, applied by the Group, require that as at their acquisition, financial assets and liabilities should be classified in different categories as follows: a) Financial assets at fair value through profit and loss Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated at initial recognition at fair value through profit or loss, or financial assets that are required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near future. Financial assets with cash flows referring not only to capital and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model. b) Financial assets at amortized cost The Group measures financial assets at amortized cost if both of the following conditions are met: (1) the financial asset is held in order to maintain financial assets for the purposes of collecting contractual cash flows; and (2) the contractual terms of the financial asset generating cash flows at specified dates only pertain to capital and interest payments on the balance of the initial capital. Financial assets which are measured at amortized cost are subsequently measured using the Effective Interest Rate Method (EIR) and are subject to impairment. Gains and losses are recognized in the income statement when the asset is derecognized, modified or impaired. c) Financial assets at fair value through total comprehensive income Upon initial recognition, the Group may decide to classify its investment participations as equity instruments designated at fair value through total comprehensive income when they meet the definition of equity and are not held for trading. Classification is determined per financial instrument. Profits and losses from these financial assets are never recycled to profits or losses. Equity instruments designated at fair value through total comprehensive income are not subject to impairment test. The Group holds no such assets. Derecognition A financial asset is derecognized when: The rights to receive cash flows from the asset have expired, or the Group has transferred its rights to receive cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without significant delay to a third party under an arrangement. Impairment The Group recognizes provision for losses for expected credit losses regarding financial assets not measured at fair value through profit or loss. Expected credit losses are based on the balance between all the necessary payable contractual cash flows and all discounted cash flows that the Group expects to receive. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 107 Regarding trade receivables and contractual assets, the Group applies simplified approach in order to calculate expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured at an amount equal to the expected credit losses over its lifetime. 2.22. Earnings per share Basic earnings per share are calculated by dividing the profit or loss for the period, attributable to ordinary equity shareholders, adjusted for the payment of dividends to preferred shares, by the weighted average number of ordinary shares outstanding during the period. For the purpose of calculating basic earnings per share for the consolidated financial statements the numerator includes profit or loss attributable to equity shareholders of the parent company and the denominator includes the weighted average number of ordinary shares outstanding during the period. For the purpose of calculating diluted earnings per share is taken into consideration the number of securities which potentially could be issued while the net profit / (loss) for the period is properly adjusted in order to include the effect of the issuance of those potential securities on the income statement. 2.23. Application of new Standards 2.23.1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2021. • Amendments to IFRS 4 “Insurance Contracts” – deferral of IFRS 9 (effective for annual periods starting on or after 01/01/2021) In June 2020, the IASB issued amendments that declare deferral of the date of initial application of IFRS 17 by two years, to annual periods beginning on or after January 1, 2023. As a consequence, the IASB also extended the fixed expiry date for the temporary exemption from applying IFRS 9 “Financial Instruments” in IFRS 4 “Insurance Contracts”, so that the entities are required to apply IFRS 9 for annual periods beginning on or after January 1, 2023. The amendments do not affect the consolidated and separate Financial Statements. • Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: ”Interest Rate Benchmark Reform – Phase 2” (effective for annual periods starting on or after 01/01/2021) In August 2020, the IASB has finalized its response to the ongoing reform of IBOR and other interest benchmarks by issuing a package of amendments to IFRS Standards. The amendments complement those issued in 2019 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 108 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for a change in its hedging relationships as a result of the reform, as well as relevant information required to be disclosed. The amendments do not affect the consolidated and separate Financial Statements. • Amendments to IFRS 16 “Leases”: Covid-19 – Related Rent Concessions beyond 30 June 2021 (effective for annual periods starting on or after 01/04/2021) In March 2021, the IASB issued amendments to the practical expedient of IFRS 16, that extend the application period by one year to cover Covid-19-related rent concessions that reduce only lease payments due on or before 30 June 2022. The amendments affected the consolidated and separate Financial Statements. The effect from the above amendment amounted to Euro 285 k. 2.23.2. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union. • Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment”, IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and “Annual Improvements 2018-2020” (effective for annual periods starting on or after 01/01/2022) In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board’s Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically: - Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. - Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. - Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 109 - Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2022. • IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023) In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2023. • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after 01/01/2023) In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting on or after 01/01/2023) In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 110 information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant accounting policies. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates” (effective for annual periods starting on or after 01/01/2023) In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction” (effective for annual periods starting on or after 01/01/2023) In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information” (effective for annual periods starting on or after 01/01/2023) In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to address an important issue related to temporary accounting mismatches between insurance contract liabilities and financial assets in the comparative information presented when applying IFRS 17 “Insurance Contracts” and IFRS 9 “Financial Instruments” for the first time. The amendment aims to improve the usefulness of comparative information for the users of the financial statements. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. 2.23.3. Change in accounting policy regarding attributing defined benefit to periods of service in accordance with IAS 19 “Employee Benefits” In May 2021, IFRS Interpretations Committee issued the final agenda on “Attributing Benefit to Periods of Service (IAS 19)” which includes explanatory material regarding the way of distribution of benefits in periods of service ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 111 following a specific defined benefit plan proportionate to that defined in Article 8 of Law 3198/1955 regarding provision of compensation due to retirement (the "Labor Law Defined Benefit Plan"). This decision differentiates the way in which the basic principles and regulations of IAS 19 have been applied in Greece in the previous years, and therefore, entities that prepare their financial statements in accordance with IFRS are required to amend their Accounting Policy accordingly. Prior to the issuance of the agenda decision, the Group applied IAS 19 attributing the benefits defined under Article 8, Law 3198/1955, Law 2112/1920, and its amendment by Law 4093/2012 in the period from hiring until the employee retirement date. The application of this final agenda decision in the accompanying consolidated financial statements has led to attributing benefits in the last 16 years until the date of employee retirement following the provisions of Law 4093/2012. Based on the above, the aforementioned final decision of the Committee's agenda has been will be treated as a Change in Accounting Policy, applying the change retroactively from the beginning of the first comparative period, with a corresponding adjustment to the opening balance of every affected equity item for the earlier of the presented periods and the other comparative amounts for every prior period presented as if the new accounting policy had always been in use in accordance with paragraphs 19 - 22 of IAS 8. The following tables present the effect of implementing the final agenda decision regarding every affected specific item of the financial statements: Extract Statement of Financial Position 31.12.2019 Adjustment IAS 19 01.01.2020 Retained Earnings -69,917 2,442 -67,475 Accrued pension and retirement obligations 3,438 -2,442 996 Extract Statement of Financial Position 31.12.2020 Adjustment IAS 19 31.12.2020 Retained Earnings -120,860 2,576 -118,284 Accrued pension and retirement obligations 3,660 -2,576 1,084 Extract Statement of Financial Position 31.12.2019 Adjustment IAS 19 01.01.2020 Retained Earnings 13,012 45 13,057 Accrued pension and retirement obligations 85 -45 40 Extract Statement of Financial Position 31.12.2020 Adjustment IAS 19 31.12.2020 Retained Earnings 14,104 51 14,155 Accrued pension and retirement obligations 95 -51 44 GROUP COMPANY GROUP COMPANY ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 112 Extract Statement of Financial Position 31.12.2020 Adjustment IAS 19 Restated 31.12.2020 Administration expenses -26,752 -79 -26,831 Financial expenses -15,183 28 -15,155 Profit / (loss) before income tax -49,116 -51 -49,167 Operating earnings before taxes, investing and financial results, depreciation and amortization (EBITDA) 40,468 -79 40,389 Other comprehensive income 31.12.2020 Adjustment IAS 19 Restated 31.12.2020 Revaluation of the accrued pension obligations -126 185 59 Extract Statement of Financial Position 31.12.2020 Adjustment IAS 19 Restated 31.12.2020 Administration expenses -1,060 -2 -1,062 Financial expenses -1 0 -1 Profit / (loss) before income tax 1,470 -2 1,468 Operating earnings before taxes, investing and financial results, depreciation and amortization (EBITDA) -1,015 -2 -1,017 Other comprehensive income 31.12.2020 Adjustment IAS 19 Restated 31.12.2020 Revaluation of the accrued pension obligations -8 -8 - GROUP COMPANY 3. Financial risk management The main financial risks for the Group and the Company follow below. 3.1. Financial risk factors The Group is exposed to a series of financial risks, including market risk (unexpected volatility of exchange rates and interest rates) and credit risk. Consequently, the Group uses a risk management program, which seeks to minimize potential adverse effects. Risk management relates to identifying, evaluating and hedging financial risks. The Group’s policy is not to undertake any transactions of a speculative nature. The Group’s financial instruments consist mainly of deposits with banks, receivables and payables, loans, repos, finance leases and derivatives. 3.1.1. Foreign currency risk The functional currency of the Group is EURO. The Group is affected by the exchange rates to the extent that the fuel, purchased for the operation of the vessels, is traded internationally in U.S. Dollars. Moreover, the Group invested in AML and in the 100% subsidiary TANGER MOROCCO MARITIME SA, whose local currency is Moroccan Dirham. The aforementioned investments are affected by the respective currency fluctuation. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 113 As at 31.12.2021, the Group has cash balances in foreign currency expressed in Euro 4,334 k in US Dollars as well as Euro 1,197 k in Moroccan Dirham. A change of +/- 10% in Euro / Dollar exchange rate affects the income statement and equity by +/- 394 k and a change of +/- 10% in Euro / Moroccan Dirham exchange rate affects the income statement and equity by +/- 109 k 3.1.2. Credit risk The Group has established credit control procedures in order to minimize bad receivables. Concerning the credit risk arising from other financial assets, the Group’s exposure to credit risk, arises from default of the counterparty, with a maximum exposure equal to the carrying amount of the financial assets. The Group has defined credit limits and specific credit policies for all of its customers. Furthermore, the Group has obtained bank guarantees from major customers, in order to secure its trade receivables. The exposure of the Group as regards credit risk is restricted to the financial assets analysed as follows at the Balance Sheet date: 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Derivatives 4,714 972 - - Cash and cash equivalents 97,364 80,533 45,526 19,252 Trade and other reseivables 91,456 75,178 50 15 Total 193,534 156,683 45,576 19,267 GROUP COMPANY As for trade and other receivables, the Group is not exposed to significant credit risks. The table below presents the receivables which are considered to be in delay but have not been impaired. 31.12.2021 31.12.2020 Are not in delay and are not impaired 88,824 71,205 Are in delay and are not impaired < 90days - - 91 - 180 days - - 181 - 360 days 1,155 1,012 Total 89,979 72,217 The table above does not include the debit balances of vendors. 3.1.3. Liquidity risk Prudent liquidity risk management implies sufficient cash and availability of necessary available sources of financing. The Group is managing its liquidity needs on a daily basis, systematically monitoring its short and long term financial liabilities and the payments made. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 114 Furthermore, the Group constantly monitors the maturity of its receivables and payables. The maturity of the financial liabilities as of 31.12.2021 and 31.12.2020 of the Group and the Company is analysed as follows: Within 6 months 6 to 12 months 1 to 5 years more than 5 years Total Long-term borrowing 10,721 106,505 342,357 - 459,583 Liabilities relating to operating lease agreements 821 910 3,789 213 5,733 Sort-term borrowing 15,277 1,000 - - 16,277 Total borrowing 26,819 108,415 346,146 213 481,593 Trade payables 37,940 - - - 37,940 Other short-term / long-term liabilities 53,306 - 11,045 - 64,351 Total 118,065 108,415 357,191 213 583,884 Within 6 months 6 to 12 months 1 to 5 years more than 5 years Total Long-term borrowing 7,721 10,757 399,817 - 418,295 Liabilities relating to operating lease agreements 808 838 5,267 408 7,321 Sort-term borrowing 4,926 - - - 4,926 Total borrowing 13,455 11,595 405,084 408 430,542 Trade payables 39,081 - - - 39,081 Other short-term / long-term liabilities 47,563 - - - 47,563 Derivative financial instruments 1,125 2,166 - - 3,291 Total 101,224 13,761 405,084 408 520,477 GROUP Short-term Long-term Short-term Long-term 31.12.2020 31.12.2021 Within 6 months 6 to 12 months 1 to 5 years more than 5 years Total Long-term borrowing 4,000 4,000 241,755 - 249,755 Liabilities relating to opearing lease agreements 18 19 122 - 159 Total borrowing 4,018 4,019 241,877 - 249,914 Trade payables 380 - - - 380 Other short-term liabilities 11,772 - - - 11,772 Total 16,170 4,019 241,877 - 262,066 Within 6 months 6 to 12 months 1 to 5 years more than 5 years Total Long-term borrowing - 1,000 193,886 - 194,886 Liabilities relating to opearing lease agreements 17 18 159 - 194 Total borrowing 17 1,018 194,045 - 195,080 Trade payables 220 - - - 220 Other short-term liabilities 178 - - - 178 Total 415 1,018 194,045 195,478 Short-term Long-term COMPANY Short-term Long-term 31.12.2021 31.12.2020 Τhe total borrowings of the Group on 31.12.2021 amounted to Euro 481,593 k. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 115 3.1.4. Interest rate risk The Group is exposed to variations of interest rates market as regards bank loans, which are subject to variable interest rate (see note 7.28). The table below presents the sensitivity of the income statement and equity to a reasonable change in the interest rate equal to +1% or -1%. Sensitivity analysis 1% -1% 1% -1% Profit for the financial year (before taxes) -2,938 2,938 -2,416 2,416 Equity -2,938 2,938 -2,416 2,416 Sensitivity factor Sensitivity factor 31.12.2020 31.12.2021 3.1.5. Capital Risk Management The Group’s objective when managing its capital structure is to ensure the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other parties related to the Group and maintain an optimal capital structure to reduce the cost of capital. To maintain or adjust the proper capital management, following the decisions made by the authorized bodies, the Group may adjust its dividend policy, issue new shares or sell assets. No changes were made in the objectives, policies or procedures during the years ending 31.12.2021 and 31.12.2020. The Group monitors capital using a gearing ratio. The ratio is calculated as net debt divided by total capital employed. Net debt is calculated as “Total borrowings” (including “current and non-current borrowings” as recorded in the Statement of Financial Position) less “Cash and cash equivalents” less “Financial assets available for sale”. Total capital employed is calculated as “Equity” as recorded in the Statement of financial Position net debt. The Group’s objective is to improve its capital structure through the right management of its resources. The gearing ratios at 31 December 2021 and 2021 were as follows: 31.12.2021 31.12.2020 Total Borrowings 481,593 430,542 Less: Cash and Cash Equivalents 97,364 80,533 Net debt 384,229 350,009 Equity 361,698 380,928 Total capital employed 745,927 730,937 Gearing ratio 52% 48% 3.1.6. Fuel prices fluctuation risk The Group, as all shipping companies, is significantly affected by the volatility of fuel prices. It is to be noted that the cost of fuel and lubricants is the most significant operating cost and represents approximately 44% of Group’s costs of sales in 2021. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 116 The table below presents the sensitivity of the income statement and equity to a change in fuel prices equal to 10% on an annual basis. Increase/ (Decrease) Effect on profit in fuel oil prices before taxes +/- 10% -/+ 12,966 -/+ 12,966 Effect on equity The Group has hedged a part of the fuel prices fluctuation risk. On 18.3.2021 and 25.6.2021, the Group completed the installation of scrubbers on BLUE STAR DELOS and BLUE STAR MYCONOS, respectively, and received the relevant certification from the authorized monitoring Vessel Classification Society. In 2021, the average price of marine fuels, used by the Group, increased 32.4% compared to the year 2020. Moreover, the Russian invasion into Ukraine in February 2022 increased already high fuel prices, with high volatility recorded even on a daily basis. Indicatively, in February 2022, the average price of fuels consumed increased by 28% compared to December 2021. The management implemented a series of measures including the adjustment of Group’s pricing policy, optimization of fleet deployment, vessels speed reduction and partial hedging of the risk of fuel oil price fluctuation. 3.1.7. Competition The table below contains the routes with intense competition where the Group was active in 2021 as well as the most significant competitors. ROUTE COMPETITORS Adriatic Sea Grimaldi Lines Piraeus - Cyclades Anek Lines / Aegean Speed Lines / Sea Jets / Golden Star Ferries / Fast Ferries Rafina - Cyclades Golden Star Ferries / Fast Ferries Piraeus - Dodecanese Anek Lines Piraeus - Crete Minoan Lines Sporades ANES FERRIES Saronic JV SARONIC FERRIES/ AEGEAN FLYING DOLPHINS / ANES FERRIES / ALPHA LINES 3.1.8. Risks arising from COVID-19 pandemic The Group’s management has recognized the risks, as well as the potential effects of the pandemic on the financial position and the income statement of the Group and continues to monitor their development, in order to take additional measures, if deemed necessary. The identified risks mainly focus on the following areas: - Traffic volumes: Due to the pandemic and the consequent restrictive measures occasionally imposed by the Greek State, the Group's traffic volume continues to be decreased compared to the pre-COVID - 19 period and especially in relation to the first half of 2019. However, the increase in the Group's traffic volumes in 2021 compared to 2020, as well as during the first two months of 2022 versus the respective 2021 period, ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 117 undeline a trend of gradual normalization of Group’s operations, expected to further improve following the restrictive measures abolition in March 2022. - Impairment of assets: Considering the normalization of Group’s operations, the impoved performance achieved in 2021 compared to the relevant forecasts of 31.12.2020 and the curent assesment of the pandemic impact for the following years, there are no impairment indications of the assets of the Group. - Financial position/liquidity: The coronavirus pandemic has generated new conditions due to the reduction in passenger and vecilces traffic volumes, thus depriving the Group of a significant direct liquidity source. However, abolition of the reduced capacity protocol of passengers on board the vessles has significantly decreased this risk. Nevertheless, the Group continues to improve its financial position taking actions to further enhance its liquidity. More specifically, in 2021, the Group issued loans amounting to Euro 94 mln, while maintaining its strong capital structure and low leverage ratio (52% net borrowing in relation to total employed capital). - Potential non-compliance with covenants: The Group is under obligation to comply with certain financial covenants included in Loan agreements. The financial impact of COVID-19 on the Group’s operations in 2022 remains uncertain at this time. The Group is monitoring the issue on an on-going basis, and the relative approvals will be asked for, if deemed necessary. As at 31.12.2021, the Group was in full compliance with the covenants. Effects on the Group’s financial performance COVID-19 pandemic and the restrictive measures occasionally imposed had an impact on the Group's financial performance. It is estimated that this impact will be significantly reduced this year, following the abolition of the reduced passenger capacity protocol in March 2022, and provided that the effects of the pandemic will continue to decline. In addition, the Group's management continuously evaluates every new condition regarding the evolution of the pandemic and actively manages fleet employment, having as main concern to safeguard Group's financial position while maintaining the best possible service of its passengers and local communities. It is to be noted that available liquidity fully covers the needs of the Group for the following 12 months. Effects on the Group’s Financial Position Given the current conditions, the uncertainty about the future development of the pandemic, as well as the rapidly changing environment the management aims to enhance its liquidity position while making the investment decisions that will facilitate Group’s sustainable development. The Group holds adequate liquidity level for working capital purposes and, at the same time, focuses its efforts on cost optimization. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 118 Taking measures to address the COVID -19 pandemic Since the COVID-19 pandemic outbreak, the Company has set the following three key objectives in order to address it: I. Protection of employees, passengers and associates health and safety The health of its employees, passengers and associates is a matter of main concern to the Group. Therefore, the Group timely implemented a number of precautionary measures, providing specific instructions with regards to the actions to be taken by every employee in case the symptoms of the disease have appeared. Distance working of the ashore personnel was implemented from the first days, adjusting the proportion of distance working employees according to the pandemic development and State recommendations. At the same time, all business trips have been suspended, as well as physical meetings, which are now held via teleconference or video conference. In addition, certified teams of external collaborators regularly disinfect the office premises. The crews of the Group's vessels are fully trained in health and hygiene issues, have received the specialized instructions of the Authorities for the necessary precautionary measures against COVID-19, while at the same time they are well informed about how to address any suspicious case at sea in cooperation with the competent Authorities. Furthermore, the Group's vessels have the appropriate equipment (masks, gloves, special kit), while special cabins have been designated on each vessel for treatment of any potentially arising case in order to protect the passengers and the crew. All vessels have full suppliers of antiseptic products for personal hygiene of the passengers and the crew. The cleaning procedures of the air conditioning units, the cabins as well as the common areas of the vessels have been intensified and certified teams of external collaborators regularly disinfect the vessels The vessels of our fleet have been inspected and certified through a special marking "SAFEGUARD" by the Bureau Veritas (world leader in laboratory testing and inspection and certification services) in respect of taking special measures and implementing the necessary procedures in order to address biological risks arising from COVID-19, with the aim of protecting human health. In addition, the Group fully complies with COVID-19 precautionary measures before boarding, during the voyage and when the passengers disembark. In particular, during the voyage, the passengers are constantly informed on prevention measures, through informative messages, displayed on the vessels' screens. Moreover, members of the vessel's crew make frequent announcements and recommendations, so that the obligatory use of a protective mask is observed in all public areas of the vessel (indoor and outdoor), the necessary distances between the passengers are maintained during their stay in one of the lounges, bars or outdoor on the deck, avoiding overcrowding when boarding/disembarking from the vessel. II. Business Continuity Since the pandemic outbreak, Attica Group, formed a COVID-19 Task Force to facilitate provision of ongoing information (in cooperation with the National Public Health Organization (EODY) and all the competent Authorities), in order to take appropriate measures regarding protection of passengers and the Group’s employees. The Group has put in place and implemented a specific Business Continuity Plan ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 119 (BCP) which supported uninterrupted operations of all the Group’s services implementing remote work through teleworking. The percentage of remotely working staff is adjusted according to the course of the pandemic and the recommendations, issued by the State. III. Measures to limit the operating costs and enhance the Group’s financial position As the COVID-19 pandemic is still ongoing, the Group continues to implement measures aimed at reducing its operating costs and optimizing operations in order to further strengthen its financial position. 4. Fair value of financial instruments The Group uses the following hierarchy in order to define and disclose the fair value of financial instruments per valuation technique: Level 1: Assets/liabilities are measured at fair value according to quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Assets/liabilities, measured at fair value according to evaluation models in which elements affecting significantly the evaluation are based (directly or indirectly) on observable market values. Level 3: Assets/liabilities, measured at fair value according to evaluation models in which elements affecting significantly the evaluation are not based on observable market values. 4.1. Financial derivatives Derivative financial instruments are valued using valuation models based on observable market data. 4.2. Investments carried at fair value Under IAS 27 «Separate Financial Statements» the Company measures its investments in accordance with the provisions of IFRS 9 "Financial Instruments" at fair value through profit and loss. At the end of every reporting period of the financial statements, the Company carries out the calculations required in relation to the fair value of its investments. The investments in respect of its interests (unlisted shares) are valued based on generally accepted valuation models, which include data based on both - unobservable factors, and market observable inputs. The assessment performed to determine the fair value of financial instruments not traded in active markets, focuses both on exogenous and endogenous factors. Consequently, at the end of every reporting period, the Company: a) Identifies and assesses the state of the Greek economy. b) Collects, analyses and monitors the accounting information on the performance, using as benchmarks the development of the Company’s financial performance at the end of every reporting period. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 120 The analysis of these data provides information regarding the level of meeting or not meeting the business objectives and indicates the tendencies regarding the results and the financial performance of the companies at the end of the annual reporting period. c) Reviews the business conditions and available information and estimates regarding the future development of financial performance and tendencies. According to standard practices, at every annual reporting date of the financial statements, the Company re- examines the business plans assumptions of its subsidiaries, based on the business plan prepared at the end of the previous annual reporting period, in relation to subsequent financial periods. In case the financial performance of every company during the annual period under examination does not present substantial deviations from the budget of the respective period and given with the Management's estimates regarding the future development of these financials, redefinition of the original business plan is not considered necessary and the relative calculations for determining fair value are limited to sensitivity analysis on the changes in the weighted average cost of capital. If it is not the case, the Company analytically reassesses its business plan according to the current economic and business conditions. Main assumptions for the determination of investments at fair value are the assessment of expected cash flows as described above and the weighted average cost of capital (WACC) which is calculated by weighting cost of capital, cost of long-term debt and any grants. The basic parameters determining the weighted cost of capital (WACC) are: • Risk-free return, • Country risk premium, • Equity risk premium. According to the above, for the years 2022 - 2026 the WACC was determined at 9%, while for the years onwards - at 8.6%. The value calculated as above, is weighted with the value arising based on the adjusted (taking into account the vessels’ fair value) net assets value of every subsidiary. 4.3. Other financial assets and liabilities carried at fair value The following table presents financial assets and liabilities carried at fair value as at 31.12.2021. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 121 Measurement of financial instruments at fair value 31.12.2021 Level 1 Level 2 Level 3 Investments in subsidiaries - - - - Financial assets / liabilities - - Derivatives 4,714 - 4,714 - Total 4,714 - 4,714 - Measurement of financial instruments at fair value 31.12.2021 Level 1 Level 2 Level 3 Investments in subsidiaries 774,749 - - 774,749 Derivatives - - - - Total 774,749 - - 774,749 Measurement at fair value as at 31.12.2021 GROUP COMPANY Measurement at fair value as at 31.12.2021 5. Consolidation - Joint venture revenue agreement 5.1.1. Consolidation of ATTICA S.A. HOLDING subsidiaries Subsidiaries are consolidated using the full consolidation method. The analytical table of the subsidiaries of the Group is presented in Note 7.16 “Investments in subsidiaries”. For all the companies of the Group, there are no changes of the method of consolidation. The consolidated financial statements for the year incorporate the Companies ATTICA BLUE HOSPITALITY S.M.S.A. established within the current year as well as ANEVLAVIS HOTELS G. A. A. H., acquired on 01.12.2021 and renamed into Naxos Resort Beach Hotel Single Member S.A. on 31.1.2022. The acquisition of Naxos Resort Beach Hotel Single Member S.A. is analytically presented in Note 5.3.1. There are no companies which have not been consolidated in the present period while they were consolidated either in the directly previous period or in the respective period last year. There are no companies of the Group which have not been incorporated in the consolidated financial statements. 5.1.2 Consolidation of associates / Joint ventures Attica Group, through its by 100% subsidiary company NORDIA M.C., acquired 49% of the marine company AFRICA MOROCCO LINKS (“AML), domiciled in Tanger (Morocco). AML operates along Tangier Med (Morocco) - Algeciras (Spain) route and is consolidated under equity method in the Financial Statements of the Group. In 2021, through its 100% subsidiary NORDIA M.C., ATTICA Group participated the Share Capital increase in Africa Morocco Links with an amount of Euro 3,270 k. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 122 5.2. Agreement between ATTICA HOLDINGS S.A. and ANEK The Group is in a joint service agreement with ANEK S.A. with regard to the Joint Venture company “ANEK – SUPERFAST” for the joint service of vessels of the two companies along the international routes Patras – Igoumenitsa – Ancona, Patras – Igoumenitsa – Bari and Patras – Igoumenitsa – Venice as well as the domestic routes Piraeus – Herakleion and Piraeus – Chania, Crete. The joint service agreement with ANEK S.A. is effective until 31.10.2022 and the distinctive title is “Adriatic and Cretan Lines”. 5.3. Business combinations 5.3.1. Attica Group aquires control at Naxos Resort Beach Hotel Single Member S.A. ATTICA HOLDINGS S.A. (“Attica Group”), implementing its strategic growth plan, expands further in the Greek tourism industry and invests in complementary activities capitalising on the strong potential of Attica Group. Attica Blue Hospitality S.M.S.A (“Attica Blue Hospitality”), a 100% subsidiary of Attica Group, acquired the owning company of Naxos Resort Beach Hotel located in the Cycladic island of Naxos, in the Agios Georgios beach, for a total consideration of Euro 6.5 mln, funded through bank financing. Fair value measurement of assets, liabilities and contingent liabilities of the acquired company, Purchase Price Allocation in accordance with the provisions of IFRS 3 "Business combinations" and the consequent final determination of the relevant goodwill was completed under the preparation of the financial statements for the current period. The definitive fair values of the Statement of Financial Position of the acquired company, the total acquisition consideration and the result arising for the group at the acquisition date are presented below as follows: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 123 Fair value at the acquisition date Book value at the acquisition date TOTAL ASSETS Tangible assets 9,831 2,573 Other non-current assets 4 4 Trade and other receivables 431 431 Other current assets 4,389 4,389 Cash and Cash equivalents 656 656 TOTAL LIABILITIES Deffered tax liability -1,597 0 Trade and other payables -94 -94 Short term borrowings -5,289 -5,289 Other short-term liabilities -41 -41 Total Equity 8,290 2,638 Acquisition percentage 100% 100% Net Assets acquired 8,290 2,638 The changes arising as a result of fair value measurement of the Financial Position items of the acquired company pertain to fair value measurement of the land plot and the relative building, based on the appraiser's report, as well as the deferred tax obligation calculated on the balance between their fair value and book value. Purchase Consideration Fair value at the acquisition date Cash paid 6.500 Less : Fair value of equity instruments exchanged -8.290 Profit from acquistion of subsidiary -1.790 Net Cash flows from the acquisition : Fair value at the acquisition date Cash paid 6.500 Less : Cash and cash equivalents acquired -656 Net Cash flows 5.844 The acquisition of the company on 1.12.2021 did not have a significant effect on assets and liabilities. It also negatively affects the losses for the period after taxes by Euro 32 k. Had the acquisition taken place as at 1.1.2021 then the consolidated losses after taxes would have increased by Euro 714 k. 6. Related Party disclosures 6.1. Intercompany transactions The most significant companies of the Group, which perform intercompany transactions, are Blue Star Ferries Maritime S.A. & Co Joint Venture and the management company Superfast Ferries S.A. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 124 a) Blue Star Ferries Maritime S.A. & Co Joint Venture co-ordinates all the ship-owners companies of the Group, regarding the participating vessels, for a common service along the domestic routes. In particular, Blue Star Ferries Maritime S.A. & Co Joint Venture is responsible, under a contractual agreement with the ship-owning companies of the Group, for revenue and common expenses of the vessels that operate along the domestic routes. At the end of every month, the Joint Venture transfers to the ship-owning companies revenue and expenses effective on their account. b) The Management Company Superfast Ferries S.A. has limited scope of operations and is responsible, under contractual agreements with the foreign ship-owners companies, for various revenue and expenses of the vessels that operate along international routes. At the end of every month, the management company transfers to the ship-owning companies revenue and expenses effective on their account. The Management Company Superfast Ferries S.A. is by 100% subsidiary of Attica Holdings S.A. The intercompany transactions for the fiscal year 2021 between the parent company and its by 100% subsidiaries are as follows: COMPANY Share capital increase Share capital return Dividends NORDIA MC 3,300 - - ATTICA FERRIES MARITIME S.A. - 6,300 12,901 SUPERFAST FERRIES SINGLE MEMBER MARITIME S.A. 2,000 - - BLUE STAR FERRIES SINGLE MEMBER MARITIME S.A. 7,000 - - HELLENIC SEAWAYS SINGLE MEMBER MARITIME S.A. 11,000 - - SUPERFAST FERRIES SINGLE MEMBER MARITIME S.A. - - - ATTICA BLUE HOSPITALITY SINGLE S.A. 325 - - ATTICA NEXT GENERATION HIGHSPEED SINGLE MEMBER MARITIME S.A. 7,500 - - TOTAL 31,125 6,300 12,901 The intercompany transactions between Attica Group and Africa Morocco Links are as follows: revenue – Euro 269 k, receivables Euro 14,878 k and liabilities Euro 680 k. The intercompany balances between the Group’s subsidiaries are written-off in the Consolidated financial Statements. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 125 6.1.1. Intercompany transactions with the companies of Marfin Investment Group and Piraeus Bank GROUP COMPANY GROUP COMPANY Sales 1,490 - 8 - Purchases 1,307 - 6,125 1,636 Receivables 380 380 52,902 13,325 Payables - - 177,373 55,026 31.12.2021 MARFIN INVESTMENT GROUP PIRAEUS BANK GROUP The intercompany transactions with Piraeus Bank Group refer to interest income, bank financial expenses, deposits and borrowings. 6.2. Participation of the members of the Board of Directors of ATTICA HOLDING S.A. in the Board of Directors of other companies a) Participation of the executive members of the Board of Directors of ATTICA HOLDING S.A. in the Board of Directors of other companies. Mr. Spyridon Paschalis (Chief Executive Officer, executive member) was member of the Board of Directors of the Greek Ship-owners Association for Passenger Ships and since February 2022 is Chairman of the Association, member of the Board of Directors of the Hellenic Chamber of Shipping and member of the Board of Directors of the company Africa Morocco Links. b) Participation of the non-executive members of the Board of Directors in the Board of Directors of other companies. Mr. George Efstratiadis, non-executive member participated in 2021 in the Board of Directors of Marfin Investment Group Holdings S.A. Mr. Eustratios Chatzigiannis independent non- executive member and Mr. Loukas Papazoglou independent non- executive member are participated in the Board of Directors of Marfin Investment Group in 2021. Mr. Michael Sakellis, non-executive member, was chairman of Greek Ship-owners’ Association for Passenger Ships until February 2022 where he was awarded the title of Honorary Chairman of the Board and member of Hellenic Chamber of Shipping. 6.3. Guarantees The parent company has provided guarantees to the lending banks for repayment of loans of the Group’s vessels amounting to Euro 352,503 k. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 126 6.4. Board of Directors and Executive Directors’ Fees The Board of Directors and Executive Directors’ Fees include gross salaries, fees, social security costs and related expenses and stood at Euro 2.5 mln in 2021 (2020: 2.4 mln). Furthermore, provisions for post-retirement benefits, based on the decision of the General Meeting of Shareholders dated 16.5.2017, stood at Euro 0.06 mln in 2021 (2020: 0.14 mln). 7. Notes to the Financial Statements for the period 1.1.2021- 31.12.2021 7.1. Operating Segments – Geographical Segment Report The Group applies IFRS 8 "Operating Segments", which requires the definition of operating segments to be based on the "management approach". In addition, financial information is required to be reported on the same basis as it is used internally. The Board of Directors is the main decision maker regarding the Group's business decisions. Taking into consideration the aforementioned, for the purposes of segment reporting, it should be noted that the Group operates in passenger shipping in different geographical areas. The geographical allocation of the Group's operations is as follows: a) Domestic Routes b) International Routes The Group’s vessels provide transportation services to passengers, private vehicles, which constitute mainly the tourism sales as well as freight sales. The tourist volumes are highly seasonal. The highest traffic for passengers and vehicles is observed during the months of July to September, while the lowest traffic for passengers and vehicles is observed from November to February. In contrast, freight sales are equally allocated during the entire year and record much lower seasonality. The results and other information per segment for the period 1.1.2021 – 31.12.2021 are as follows: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 127 GROUP Geographical Segment Domestic Routes International Routes Other * Total Income elements Fares 213,325 68,927 - 282,252 On-board Sales 5,567 2,582 - 8,149 Total Revenue 218,892 71,509 - 290,401 Operating Expenses -192,333 -67,002 - -259,335 Administration & Distribution Expenses -31,995 -10,842 -1,066 -43,903 Other revenue / expenses 3,077 1,224 11 4,312 Earnings before taxes, investing and financial results -2,360 -5,111 -1,055 -8,525 Financial results -23,393 -9,155 -6,909 -39,457 Impairment of assets -535 - -535 Profit (loss) on sale of assets 415 143 - 558 Share in net profit (loss) of companies accounted for by the equity method -1,208 -1,208 Earnings before taxes, investing and financial results, depreciation and amortization 34,717 6,689 -1,017 40,389 Profit/Loss before Taxes -25,873 -15,331 -7,964 -49,167 Income taxes -134 -117 0 -251 Profit/Loss after Taxes -26,007 -15,448 -7,964 -49,418 Customer geographic distribution Greece 264,060 Europe 20,064 Third countries 6,277 Total Fares & Travel Agency Services 290,401 1.1-31.12.2020 GROUP Geographical Segment Domestic Routes International Routes Other Total Income elements Fares 255,745 80,720 - 336,465 On-board Sales 7,572 3,870 - 11,442 Total Revenue 263,317 84,590 - 347,907 Operating Expenses -234,574 -75,885 -18 -310,477 Administration & Distribution Expenses -38,474 -12,808 -1,338 -52,620 Other revenue / expenses 4,344 1,355 19 5,718 Earnings before taxes, investing and financial results -5,387 -2,748 -1,337 -9,472 Financial results 1,135 3,570 -8,724 -4,019 Profit on acquisition of subsidiary - - 1,790 1,790 Share in net profit (loss) of companies accounted for by the equity method - -1,410 - -1,410 Profit on sale of property, plant and equipment -16 - - -16 Earnings before taxes, investing and financial results, depreciation and amortization 36,066 7,192 -1,299 41,959 Profit/Loss before Taxes -4,268 -588 -8,271 -13,127 Income taxes 1 -67 - -66 Profit/Loss after Taxes -4,267 -655 -8,271 -13,193 Customer geographic distribution Greece 317,155 Europe 23,942 Third countries 6,810 Total Fares & Travel Agency Services 347,907 1.1-31.12.2021 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 128 Revenue from domestic fares include grants received for domestic Public Service routes of the competent Ministry and compensations due to COVID-19 for the execution of the minimum required routes to facilitate the uninterrupted provision of services totalling Euro 38,312 k for the period 1.1.2021-31.12.2021 and Euro 46,339 k for the period 1.1.2020-31.12.2020. In 2021, the operating segment "International Routes” includes revenue from vessel chartering amounting to Euro 5.7 mln compared to Euro 7.4 mln in 2020. GROUP Geographical Segment Domestic Routes International Routes Other Total Assets and liabilities figures Tangible assets' Book Value at 1.1 472,588 201,194 4,882 678,664 Reclassifications between segments -13,715 13,715 - - Additions 34,104 3,286 266 37,656 Additions from acquisiton of subsidiary - - 10,902 10,902 Additions from IFRS 16 62 62 Disposals -8,234 - -3 -8,237 Reclassifications - - -114 -114 Depreciation for the Period -38,616 -10,463 -1,230 -50,309 Depreciation of disposals 6,281 - 3 6,284 Depreciation from acquisiton of subsidiary - - -1,071 -1,071 Total Net Fixed Assets 452,408 207,732 13,697 673,837 Long-term and Short-term liabilities 404,454 74,787 2,352 481,593 * The column "Other" includes the parent company and items that can not be allocated. 1.1-31.12.2021 GROUP Geographical Segment Domestic Routes International Routes Other * Total Assets and liabilities figures Tangible assets' Book Value at 1.1 483,541 198,928 5,533 688,002 Additions 25,906 12,082 562 38,550 Impairments -535 - - -535 Impairments reversal 415 143 - 558 Depreciation for the Period -36,739 -9,959 -1,213 -47,911 Total Net Fixed Assets 472,588 201,194 4,882 678,664 Long-term and Short-term liabilities 366,348 61,484 2,710 430,542 * The column “Other” includes the parent company and items which can not be allocated. 1.1-31.12.2020 Reconciliation of the Group’s Total Assets and Total Liabilities as at 31.12.2021 and 31.12.2020 There are no transactions related to revenue and expenses between segments. 31.12.2021 31.12.2020 Net Book Value of Tangible Assets Euro 673,837 678,664 Unallocated Assets Euro 277,739 226,821 Total Assets Euro 951,576 905,485 Long-term and Short-term liabilities Euro 481,593 430,542 Unallocated Liabilities Euro 108,285 94,015 Total Liabilities Euro 589,878 524,557 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 129 The vessels’ values represent the tangible assets in the geographical segments where the vessels operate in. 7.2. Cost of Sales – Administrative Expenses – Distribution Expenses The cost of sales analysis of administrative expenses and distribution expenses per expense category, as recorded in the Income Statement for the fiscal year ended December 31, 2021 and 2020 is as follows. Cost of sales Administrative expenses Distribution expenses Total Administrative expenses Distribution expenses Total Retirement benefits, Wages and Other employee benefits 65,849 21,416 - 87,265 388 - 388 Inventory cost 588 - - 588 - - - Tangible Assets depreciation 47,007 742 - 47,749 1 - 1 Intangible Assets depreciation - 1,118 - 1,118 - - - Right of use depreciation 2,090 474 - 2,564 36 - 36 Third party expenses 2 2,154 - 2,156 579 - 579 Third party benefits - 328 - 328 - - - Telecommunication Expenses 5 340 - 345 - - - Operating leases rentals - 91 - 91 - - - Taxes & Duties - 297 - 297 4 - 4 Fuels - Lubricant 138,119 - - 138,119 - - - Provisions 300 - 439 739 - - - Insurance 7,833 183 - 8,016 158 - 158 Repairs and maintenance 31,152 1,739 - 32,891 2 - 2 Other advertising and promotion expenses - - 3,084 3,084 - 4 4 Sales commission - - 19,171 19,171 - - - Port expenses 12,493 - - 12,493 - - - Other expenses 150 823 - 973 152 - 152 Donations - 7 - 7 - - - Transportation expenses - 123 - 123 - - - Consumables 4,889 91 - 4,980 - - - Total 310,477 29,926 22,694 363,097 1,320 4 1,324 GROUP 31.12.2021 COMPANY Cost of sales Administrative expenses Distribution expenses Total Administrative expenses Distribution expenses Total Retirement benefits, Wages and Other employee benefits 59,985 19,446 - 79,431 288 - 288 Inventory cost 467 - - 467 - - - Tangible Assets depreciation 44,530 750 - 45,280 1 - 1 Intangible Assets depreciation - 1,003 - 1,003 - - - Right of use depreciation 2,168 463 2,631 37 - 37 Third party expenses - 1,635 - 1,635 378 - 378 Third party benefits - 277 - 277 - - - Telecommunication Expenses - 382 - 382 1 - 1 Operating leases rentals - 113 - 113 - - - Taxes & Duties - 211 - 211 85 - 85 Fuels - Lubricant 96,009 - - 96,009 - - - Provisions - - 359 359 - - - Insurance 7,525 227 - 7,752 199 - 199 Repairs and maintenance 32,717 1,373 - 34,090 2 - 2 Other advertising and promotion expenses - - 3,138 3,138 - 4 4 Sales commission - - 13,575 13,575 - - - Port expenses 11,192 - - 11,192 - - - Other expenses 185 732 - 917 71 - 71 Donations - 12 - 12 - - - Transportation expenses - 105 - 105 - - - Consumables 4,557 102 - 4,659 - - - Total 259,335 26,831 17,072 303,238 1,062 4 1,066 GROUP 31.12.2020 COMPANY The effect of fuel prices fluctuation on the Group’s Income Statement as well as risk management are presented in Note 3.1.6. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 130 For the fiscal year ended December 31, 2021, the Group's administrative expenses include statutory auditors' fees of Euro 37 k relating to non - audit services. 7.3. Other operating income Breakdown of other operating income per income category as presented in the Income Statement for the years ended 31.12.2021 and 31.12.2020 is as follows. 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Grants 3,326 3,492 - 8 Compensations 1,388 550 - - Income from services provided 113 114 - - Income from rent concession due to covid-19 285 137 19 3 Income from reversal of unrealized provisions 351 1 - - Other income 255 18 - - Total other opeating income 5,718 4,312 19 11 GROUP COMPANY Income from grants mainly includes grants under the Greek state support measures for companies affected by the Covid-19 pandemic. 7.4. Other financial results “Other Financial Results” account includes the following categories. 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Results from derivatives (fuels) 12,994 -24,582 - - Foreign exchange gains 300 871 1 3 Foreign exchange losses -464 -726 -3 -4 Other financial results -764 -133 - - Total other financial results 12,066 -24,570 -2 -1 GROUP COMPANY The item "Results from Derivatives" refers to hedging transactions of part of the fuel price fluctuation risk and refers to the contracts finalized in the fiscal year 2021. The Group's policy on derivative financial instruments relates exclusively to cash flow hedging from fuel prices fluctuations. The hedging contracts signed by the Group in 2021 are short-term and the type of contracts used is SWAP. The accounting treatment of derivatives is analyzed in paragraph 2.20. Receivables and liabilities arising from derivatives are presented separately in the Statement of Financial Position. Foreign exchange differences were created mainly due to the valuation, of cash balances, receivables and liabilities as of 31.12.2021. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 131 7.5. Financial expenses 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Interest expenses from long-term loans 663 513 506 260 Interest expenses from short-term loans 12 - - - Interest expenses from bonds 14,064 12,683 8,036 6,708 Interest expenses from finance leases 140 182 - - Interest expense of rights of use 167 173 11 13 Interest expenses from factoring 144 71 - - Total interest expenses from loans 15,190 13,622 8,553 6,981 Charge from retirement employee benefits 10 12 - 1 Commission for guaranties 98 85 16 8 Other interest related expenses 1,088 1,436 234 123 Total financial expenses 16,386 15,155 8,803 7,113 GROUP COMPANY 7.6. Financial income 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Bank interest 95 233 80 204 Other interest related incomes 206 35 - - Total financial income 301 268 80 204 GROUP COMPANY 7.7. Income from dividends The parent company recorded income from dividends amounting to Euro 12,901 k arising from its 100% subsidiary (see Note.7.16). 7.8. Profit from acquisiton of subsidiaries Attica Blue Hospitality S.M.S.A., a 100% subsidiary of Attica Group, acquired the owning company of Naxos Resort Beach Hotel located in the Cycladic island of Naxos, in the Agios Georgios beach, for a total consideration of Euro 6.5 mln. The profit between the fair value and the acquisition price arising from the acquisition stood at Euro 1,790 k (See Note 5.3.1). 7.9. Share in net profit / (loss) of companies acounted for under the equity method The account “Share in net profit (loss) of companies accounted for by the equity method” includes a loss of Euro 1,410 k, which refers to Attica Group’s share in AFRICA MOROCCO LINCS SA (AML) results. 7.10. Profit / (loss) from disposal of assets Hellenic Seaways S.M.S.A., a 100% subsidiary of Attica Group, proceeded with the sale of the Ro-Pax vessel Express Pegassus for safe and environmentally sound recycling according to the respective European and Greek ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 132 legislation, to a ship recycling facility in Turkey, included in the European List of Ship Recycling Facilities. The sale was concluded for a cash consideration of U.S. dollars 1.12mln. The above transaction resulted in a loss of Euro 16 k. 7.11. Income Tax Taxation of the Group’s profits is of a specific nature. Consequently, it is believed that the following analysis provides a better understanding of taxes. 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Tax according to Law 27/75 143 169 - - Income tax - Other taxes 23 82 - - Defferred Assets -100 - - - Total 66 251 - - . GROUP COMPANY A comparison between the annual tax rates is not possible, because, as already stated in Note 2.18, the income tax depends on non-shipping activities profits. The basic tax rate for Societe Anonyme in Greece for the fiscal year ended December 31, 2021 stands at 22% (2020: 24%) according to Law 4799/2021. The Group’s parent company and subsidiaries unaudited fiscal years are presented in the table recorded in Note 7.16 “Investments in subsidiaries”. ATTICA Group companies have made provisions of Euro 148 k for the unaudited fiscal years. The parent company has made provisions of Euro 20 k. The Group’s subsidiaries domiciled the European Union, which have no establishment in Greece, are not subject to any obligation for tax audit. Tax Compliance Report From 2011 onwards the group companies domiciled in Greece, or those that established a branch in Greece under the Law on Public Limited Companies, have been audited by a Certified Public Accountant and have received unqualified tax compliance reports until the FY 2020. Tax compliance report for the year 2021 will be finalized within October 2022. For the fiscal years 2011 until 2020, all the group companies, that were subject to a special tax audit conducted by Certified Public Accountants in addition to the statutory audit, in order to assure the company’s compliance in all material respects, according to Article 82 of Law 2238/1994 and Article 65A of Law 4174/2013, received an unqualified Tax Compliance Report. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 133 It is to be noted that according to the Circular 1006/2016 the companies that have been subject to the aforementioned special tax audit are not exempted from the conduct of the statutory tax audit by the competent tax authorities and for this reason the FYs have not benn finalized The Company’s Management estimates that, in potential future audits by the tax authorities, provided that they will be conducted, no additional tax differences will arise with significant effect on the financial statements. For the fiscal year 2021, the special audit for receiving the Tax Compliance Report is in progress and it is not expected that upon its completion, differences will arise that will substantially differentiate the tax obligations presented in the financial statements. In respect of Attica Group companies, domiciled outside European Union, that have no branches in Greece, there is no obligation for tax audit. Shipping Companies, are not subject to the aforementioned tax audit and their tax audit wil be conducted by the tax authorities as provided. 7.12. Earnings per share Basic earnings per share are calculated by dividing the profit or loss attributable to shareholders of the parent company, by the weighted average number of ordinary shares in issue during the year. The calculation with the weighted average number of shares is analyzed in the table below. 1.1-31.12.2021 1.1-31.12.2020 1.1-31.12.2021 1.1-31.12.2020 Profit / (loss) attributable to shareholders of the parent company -13,193 -49,418 2,871 1,468 The weighted average number of ordinary shares 215,805,843 215,805,843 215,805,843 215,805,843 Earnings per share - basic (in Euro) -0.0611 -0.2290 0.0133 0.0068 GROUP COMPANY 7.13. Tangible assets The risks, the measures addressing the issue as well as the consequences of the coronavirus pandemic (Covid 19) for the Group and the Company are analyzed in Note 3.1.8. "Risks arising from the COVID-19 pandemic". The vessels of the Group have been mortgaged as security of the long-term borrowings for the amount of Euro 740,578 k The depreciation analysis is presented in the following table. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 134 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Vessels depreciation 49,080 46,698 - - Other tangible and intangible assets depreciation 2,351 2,216 38 38 Total 51,431 48,914 38 38 GROUP COMPANY Fixed assets under construction mainly includes the three Aero Catamaran type high-speed vessels and are expected to be delivered during 2022. GROUP TANGIBLE ASSETS Vessels Land Buildings Vehicles Furniture & Fittings Construction in progress Total Βook value at 1.1.2020 1,175,390 - 8,800 147 9,951 2,884 1,197,172 Accumulated depreciation -495,806 - -3,750 -105 -9,510 - -509,170 Net book value at 1.1.2020 679,584 - 5,050 42 441 2,884 688,002 Additions 33,612 - 199 20 113 4,376 38,300 Impairment losses reversed in P&L 558 - - - - - 558 Impairment losses recognised in P&L -535 - - - - - -535 Reclassifications 796 - - - - -796 0 Depreciation charge -46,698 - -738 -13 -232 - -47,681 Cost of valuation at 31.12.2020 1,209,821 - 8,999 167 10,064 6,464 1,235,515 Accumulated depreciation -542,504 - -4,488 -118 -9,742 - -556,851 Net book value at 31.12.2020 667,317 - 4,511 49 322 6,464 678,664 Vessels Land Buildings Vehicles Furniture & Fittings Construction in progress Total Βook value at 1.1.2021 1,209,821 - 8,999 167 10,064 6,464 1,235,515 Accumulated depreciation -542,504 - -4,488 -118 -9,742 - -556,851 Net book value at 1.1.2021 667,317 - 4,511 49 322 6,464 678,664 Additions 26,741 - 146 - 120 10,649 37,536 Additions from acquisiton of subsidiary - 1,391 8,353 393 765 - 10,902 Additions from IFRS 16 - 33 29 - - 62 Disposals -8,234 - - -3 - - -8,237 Reclassifications 6,225 - - - - -6,339 -114 Depreciation of disposals 6,281 - - 3 - - 6,284 Depreciation from acquisiton of subsidiary - - - -390 -681 - -1,071 Depreciation charge -49,080 - -996 -19 -214 - -50,309 Cost of valuation at 31.12.2021 1,234,553 1,391 17,531 586 10,949 10,774 1,275,784 Accumulated depreciation -585,303 - -5,483 -524 -10,637 - -601,947 Net book value at 31.12.2021 649,250 1,391 12,048 62 312 10,774 673,837 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 135 ** It concerns IFRS 16 application, as referred to in paragraph 2.17.5.1. COMPANY TANGIBLE ASSETS Buildings Vehicles Furniture & Fittings Construction in progress Total Βook value at 1.1.2020 382 22 283 3 690 Accumulated depreciation -159 -22 -283 -3 -467 Net book value at 1.1.2020 223 - - - 223 Depreciation based on change in accounting policy IFRS 16 -38 - - - -38 Book value at 31.12.2020 382 22 283 3 690 Accumulated depreciation -197 -22 -283 -3 -505 Net book value at 31.12.2020 185 0 0 - 185 Buildings Vehicles Furniture & Fittings Construction in progress Total Βook value at 1.1.2021 382 22 283 3 690 Accumulated depreciation -197 -22 -283 -3 -505 Net book value at 1.1.2021 185 - - - 185 Depreciation charge -38 - - - -38 Book value at 31.12.2021 382 22 283 3 690 Accumulated depreciation -235 -22 -283 -3 -543 Net book value at 31.12.2021 147 - - - 147 GROUP Right-of-use tangible assets Right-of-use buildings -cars Right-of- use ships Total Βook value at 1.1.2020 3,128 14,638 17,766 Accumulated depreciation -456 -8,834 -9,290 Net book value at 1.1.2020 2,672 5,804 8,476 Additions 117 1,554 1,671 Depreciation charge -234 -2,168 -2,402 Book value at 31.12.2020 3,245 16,192 19,437 Accumulated depreciation -690 -11,002 -11,692 Net book value at 31.12.2020 2,555 5,190 7,745 GROUP Right-of-use tangible assets Right-of-use buildings -cars Right-of- use ships Total Βook value at 1.1.2021 3,245 16,192 19,437 Accumulated depreciation -690 -11,002 -11,692 Net book value at 1.1.2021 2,555 5,190 7,745 Additions 62 305 367 Depreciation charge -472 -2,090 -2,562 Book value at 31.12.2021 3,307 16,497 19,804 Accumulated depreciation -1,162 -13,092 -14,254 Net book value at 31.12.2021 2,145 3,405 5,550 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 136 COMPANY Right-of-use buildings Βook value at 1.1.2020 256 Accumulated depreciation -37 Net book value at 1.1.2020 219 Additions - Depreciation charge -37 Book value at 31.12.2020 256 Accumulated depreciation -73 Net book value at 31.12.2020 183 Right-of-use buildings Βook value at 1.1.2021 256 Accumulated depreciation -73 Net book value at 1.1.2021 183 Additions - Depreciation charge -37 Book value at 31.12.2021 256 Accumulated depreciation -110 Net book value at 31.12.2021 146 Finance lease liabilities are presented in paragraph 7.28 "Long-Term and Short-Term Loan Liabilities". 7.14. Goodwill As at 31.12.2021, goodwill, arising from Hellenic Seaways Single Member Maritime S.A. acquisition during the fiscal year 2018, stood at Euro 10,778 k. Goodwill impairment test On 31.12.2021, an impairment test was performed in respect of the recognized goodwill. The goodwill impairment test was conducted following the allocation of these items to separate CGUs (Domestic routes). The recoverable amount of goodwill has been determined based on value in use, which was calculated using the discounted cash flows method. To facilitate determining value in use, the Management uses assumptions which are considered reasonable, based on the best possible information disclosed and effective as at Financial Statements reporting date. No need to derecognize goodwill has arisen from the impairment test. Assumptions used for determining value in use. In order to determine every CGU recoverable amount, the Group calculates value in use applying the method of the present value of estimated future cash flows. The key assumptions applied by the Group in order to determine estimated future cash flows are as follows ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 137 • Market price assumptions - Operating assumptions: The key operating assumptions mainly pertain to fuel prices, cost and time of the Group’s vessels major maintenance and estimates of number of routes, number of passengers and freight. • Preparation of business plans per operating segment: - Business plans are prepared based on a maximum 5-year period. Cash flows over 5 years are deduced using the estimates of growth rates (2%). - Business plans are based on recently prepared budgets and estimates. - Business plans use budgetary operating profit margins and EBITDA, as well as future estimates applying reasonable assumptions. Calculations applied in order to determine the recoverable amounts of operating segments were based on the business plans approved by the Management, which included the necessary revisions, performed for the purposes of recording the current economic conditions, reflecting past experience, segment studies projections and other information available from external sources. • Weighted average cost of capital (WACC): WACC method reflects the discount rate of future cash flows of every operating segment, according to which the cost of equity and the cost of long-term borrowing is weighted to calculate the cost of total capital. Since all cash flows of business plans are determined in euro, risk-free return was identified as the return on Euro Swap Rate. Risk premium was calculated based on the estimates arising from independent sources. Beta sensitivity indicators are annually evaluated on the basis of published market data. Accordingly, for the years 2022 - 2026 the WACC was determined at 9%, while for the years onwards - at 8.6%. Apart from the aforementioned estimates regarding determination of CGUs value in use, the Management is not aware of changes in circumstances that may have affected its remaining assumptions. The Group has analyzed sensitivity of the recoverable amounts per operating segment in relation to a change of 0.5% to the basic assumption of the discount rate. The analysis has not indicated that an impairment loss can arise. 7.15. Intangible Assets There is no indication of impairment of Intangible Assets. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 138 GROUP Intangible assets Trademarks Computer Software Total Βook value at 1.1.2020 5,898 18,135 24,033 Accumulated depreciation -153 -13,262 -13,415 Net book value at 1.1.2020 5,745 4,873 10,618 Additions - 1,461 1,461 Other movements - 26 26 Depreciation charge - -1,003 -1,003 Book value at 31.12.2020 5,898 19,622 25,520 Accumulated depreciation -153 -14,265 -14,418 Net book value at 31.12.2020 5,745 5,357 11,102 Trademarks Computer Software Total Βook value at 1.1.2021 5,898 19,622 25,520 Accumulated depreciation -153 -14,265 -14,418 Net book value at 1.1.2021 5,745 5,357 11,102 Additions - 1,174 1,174 Acquisitions through business combinations - 113 113 Other movements - 35 35 Depreciation charge - -1,118 -1,118 Book value at 31.12.2021 5,898 20,944 26,842 Accumulated depreciation -153 -15,383 -15,536 Net book value at 31.12.2021 5,745 5,561 11,306 The Group’s intangible assets include as follows: a) Trademarks, pertaining to the cost of development and registration of the trademarks of Attica Holdings S.A., Superfast Ferries and Blue Star Ferries in Greece and abroad. b) The trademark/brand of Hellenic Seaways Maritime Company S.A. was recognized based on the Relief from Royalty method when completing the allocation of the company's purchase costs on 31.12.2018 amounting to Euro 5,745 k. Its useful life has been set indefinitely and is annually tested for impairment. On 31.12.2021, no need for impairment arose following the review of trademarks value. Trademark impairment test On 31.12.2021 a trademark impairment test was conducted. The recoverable amount of the trademark with an indefinite useful life was determined based on the revenue generated from the royalties (Income Approach via Relief from Royalty method). On 31.12.2021, no Trademark impairment arose from the impairment test. Further details regarding the operational assumptions for the preparation of business plans as well as for the determination of the average weighted capital cost (WACC) are presented in Note 7.14 to the Annual Financial Report. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 139 c) Computer software programs that inlude the cost of the ticket booking systems and the cost of purchasing and developing the Group’s integrated Enterprise Resource Planning system. The risks, the measures to address the issue as well as the consequences for the Group and the Company in respect of the coronavirus pandemic (Covid 19) are analyzed in Note 3.1.8. "Risks arising from the COVID-19 pandemic". 7.16. Investments in subsidiaries The parent company measures its investments at fair value (see Note 4.2). COMPANY Initial Cost at 01.01.2020 674,549 Acquisitions/Increase in share capital of subsidiaries 54,568 Disposals/Decrease in share capital of subsidiaries -4,002 Loss from adjustments added to Net Equity -7,512 Value at 31.12.2020 717,603 Initial Cost at 01.01.2021 717,603 Acquisitions/Increase in share capital of subsidiaries 31,825 Disposals/Decrease in share capital of subsidiaries -6,300 Loss from adjustments added to Net Equity 31,621 Value at 31.12.2021 774,749 Information regarding Share Capital increases/decreases which were paid during the year is presented in Note 6.1. The following table presents investments in subsidiaries. Investments in subsidiaries The parent company participated, directly and indirectly, by 100% in its subsidiaries. The nature of relationship is "Direct" with the exception of SUPERFAST DODEKA (HELLAS) INC.& CO JOINT VENTURE, BLUE STAR FERRIES JOINT VENTURE and BLUE STAR FERRIES MARITIME S.A. & CO JOINT VENTURE where the nature of relationship is “Under Common Management”. The risks, the measures addressing the issue as well as the consequences for the Group and the Company in respect of the coronavirus pandemic (Covid 19) are analyzed in Note 3.1.8. "Risks arising from the COVID-19 pandemic". All the companies are consolidated under the full consolidation method. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 140 Subsidiary Carrying amount Direct Shareholding % Indirect Shareholding % Country Nature of Relationship Consolidation Method Unaudited fiscal years Audited fiscal years NORDIA MC. 7,095 100.00% - GREECE DIRECT FULL 2016-2021 - SUPERFAST FERRIES S.A. 15,206 100.00% - LIBERIA DIRECT FULL 2016-2021 - SUPERFAST ENDEKA INC. 65,785 100.00% - LIBERIA DIRECT FULL 2021 2016-2020 BLUE STAR FERRIES SINGLE MEMBER MARITIME S.A. 390,703 100.00% - GREECE DIRECT FULL 2021 2016-2020 SUPERFAST ONE INC 60,053 100.00% - LIBERIA DIRECT FULL 2021 2016-2020 SUPERFAST TWO INC 70,683 100.00% - LIBERIA DIRECT FULL 2021 2016-2020 ATTICA FERRIES M.C. - 100.00% - GREECE DIRECT FULL 2016-2021 - BLUE STAR FERRIES MARITIME S.A. & CO JOINT VENTURE - 0.00% - GREECE UNDER COMMON MANAGEMENT FULL 2016-2021 - ATTICA FERRIES SINGLE MEMBER MARITIME S.A. 27,933 100.00% - GREECE DIRECT FULL 2021 2016-2020 SUPERFAST FERRIES SINGLE MEMBER MARITIME S.A. 11,308 100.00% - GREECE DIRECT FULL 2020-2021 - HELLENIC SEAWAYS SINGLE MEMBER MARITIME S.A. 103,878 100.00% - GREECE DIRECT FULL 2021 2016-2020 TANGIER MARITIME INC 202 100.00% PANAMA DIRECT FULL - - TANGER MOROCCO MARITIME INC 196 - 100.00% MOROCCO INDIRECT FULL - - ATTICE NEXT GENERATION HIGHSPEED SINGLE MEMBER MARITIME S.A. 18,221 100.00% - GREECE DIRECT FULL 2020-2021 - NAXOS RESORT BEACH HOTEL SINGLE MEMBER S.A. 8,522 100.00% GREECE INDIRECT FULL 2016-2021 - ATTICA BLUE HOSPITALITY SINGLE MEMBER S.A. 2,178 100.00% GREECE DIRECT FULL 2021 - Inactive companies SUPERFAST EPTA MC. 2 100.00% - GREECE DIRECT FULL 2016-2021 - SUPERFAST OKTO MC. 2 100.00% - GREECE DIRECT FULL 2016-2021 - SUPERFAST ENNEA MC. 8 100.00% - GREECE DIRECT FULL 2016-2021 - SUPERFAST DEKA MC. 2 100.00% - GREECE DIRECT FULL 2016-2021 - MARIN MC. - 100.00% - GREECE DIRECT FULL 2016-2021 - ATTICA CHALLENGE LTD - 100.00% - MALTA DIRECT FULL - - ATTICA SHIELD LTD 2 100.00% - MALTA DIRECT FULL - - SUPERFAST DODEKA (HELLAS) INC.& CO JOINT VENTURE - 0.00% - GREECE UNDER COMMON MANAGEMENT FULL 2016-2021 - SUPERFAST PENTE INC. - 100.00% - LIBERIA DIRECT FULL 2016-2021 - SUPERFAST EXI INC. - 100.00% - LIBERIA DIRECT FULL 2016-2021 - SUPERFAST DODEKA INC.* - 100.00% - LIBERIA DIRECT FULL 2016-2021 - BLUE STAR FERRIES JOINT VENTURE - 0.00% - GREECE UNDER COMMON MANAGEMENT FULL 2016-2021 - BLUE STAR FERRIES S.A. - 100.00% - LIBERIA DIRECT FULL - - BLUE ISLAND SHIPPING INC. 29 100.00% - PANAMA DIRECT FULL - - STRINTZIS LINES SHIPPING LTD. 22 100.00% - CYPRUS DIRECT FULL - - BLUE STAR FERRIES M.C. 737 100.00% - GREECE DIRECT FULL 2016-2021 - HELLENIC SEAWAYS CARGO M.C. - - 100.00% GREECE DIRECT FULL 2016-2021 - HELLENIC SEAWAYS MANAGEMENT S.A - - 100.00% LIBERIA DIRECT FULL 2016-2021 - WORLD CRUISES HOLDINGS LTD - - 100.00% LIBERIA DIRECT FULL - - HELCAT LINES S.A - - 100.00% MARSHALL ISLANDS DIRECT FULL - - * By tax authorities. It should be noted that on 31.12.2021, the fiscal years until 31.12.2015 were canceled in accordance with paragraph 1 of article 36, L.4174 / 2013. ** Tax Compliance Report by Certified Auditors. *** Liberian companies which have a branch in Greece and the tax audit concerns the branches. 31.12.2021 On 31.12.2021, financial years until 31.12.2015 were barred, in accordance with the provisions of par. 1, art. 36, Law 4174/2013, with the exceptions provided by the current legislation for extension of the right of the Tax Authorities to issue an administrative act and estimated or corrective tax determination in specific cases. Regarding the Group companies that are tax audited by the statutory auditor, they received an unqualified Tax Compliance Report for the year 2020. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 141 7.17. Investments in Associates and Joint Ventures Through its 100% subsidiary company Nordia M.C., Attica Group acquired 49% of the Moroccan company AFRICA MOROCCO LINKS (“AML”) established in Tanger (Morocco). AML operates on Tangier Med (Morocco) - Algeciras (Spain) route. The above investment is classified as a Joint Arrangement and is consolidated under the equity method in the financial statements of the Group. The income statement of the Group’ for the presented period and, in particular, the account “Share in net profit (loss) of companies accounted for under the equity method” includes the Group’s share of the results of AML, standing at a loss of Euro 1,410 k. During 2021, through its 100% subsidiary NORDIA M.C., ATTICA Group participated in the Share Capital increase of Africa Morocco Links with a cash amount of Euro 3,270 k. 7.18. Long-term Financial Receivables The Group's subsidiary, Tanger Morocco Maritime S.A. signed a sale and leaseback agreement for the vessel Morocco Star with its affiliate Africa Morocco Links S.A. The lease agreement was signed in 2020 and has an 8 year term. At the end of the agreement an obligation to purchase the vessel is provided. The financial receivables and the minimum finance lease payments arising from the above transaction are analyzed as follows: Short-term finance lease receivables ammounted to Euro 1,232 k and long-term finance lease receivables ammounted to Euro 9,080k. Minimum receipts Present value Within 1year 1,417 1,232 Between 2-5 years 5,667 5,172 More than five years 3,985 3,908 11,069 10,312 Less: Finance charges -757 - Minimum payments' current value 10,312 10,312 31.12.2021 GROUP 7.19. Other Non-current Assets 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Guarrantees 1,288 1,398 8 7 Other long term receivables 5,336 6,662 - - Net Book Value 6,624 8,060 8 7 GROUP COMPANY Other Non-current Assets are as follows: ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 142 a) The Group has included its investement plan, regarding the provison of innovative I.T. broadband services in Attica, of total cost Euro 3,600 k. in the Ministry of finance program, subsidizing such costs. As far as the aformenetioned investement plan is concerned, the Group has received the approval for the subsiday standing at Euro 1,080 k, i.e. a percentage of 30%. This subsidy was approved by the Ministry of Finance on 29/06/2007 with Protoc. No. 28347/ΥΠΕ/4/1195/Ε/Ν3299/2000 and it falls wihithn the provisions of IAS 20 “Accounting for government grants and disclosure of government assistance”.Till now, the Group received the amount of Euro 540 k. The audit by the competent authorities for the collection of the remaining amount is in progress (see Note 2.15.1.). b) Guarantees given against office leases and public utility companies such as P.P.C. (Public Power Corporation) and H.T.O. (Hellenic Telecommunications Organization), EKO, etc. c) Long-term receivables from the affiliated company AFRICA MOROCCO LINKS SA. amounting to Euro 4,217 k. 7.20. Deferred Tax Assets – Liabilities Deferred income tax arises from temporary differences between the accounting and tax bases of assets and liabilities for non-shipping revenues. Balance as of 1.1.2021 (Debit)/Credit to P&L Acquisitions of subsidiaries Balance as of 31.12.2021 Defferred Assets/(Liabilities) Tangible assets -1,266 106 - -1,160 Other current assets -14 1 - -13 Accrued pension and retirement obligations 82 -7 - 75 Long-term borrowings 1,392 -115 - 1,277 Defferred Assets 194 -15 - 179 Tangible assets - - -1,597 -1,597 Intangible assets -1,378 115 - -1,263 Defferred Liabilities -1,378 115 -1,597 -2,860 Defferred Assets/(Liabilities) -1,184 100 -1,597 -2,681 GROUP The basic tax rate for Societe Anonyme in Greece for the fiscal year ending as at 31 December 2021 is 22% (2020: 24%) according to Law 4799/2021. The change (decrease) in the Group’s deferred tax assets of Euro 15 k and liabilities of Euro 115 k is the effect of the decrease in the tax rate from 24% (2020) to 22% (2021), under Law 4799/2021. Moreover, the Group recognized deferred tax obligation of Euro 1,597 k arising from the acquisition of NAXOS RESORT S.M.S.A. (see paragraph 5.3.2). It is not feasible to compare the annual tax rates since, as already stated in note 2.18, the income tax depends on the amount of non-shipping revenues. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 143 7.21. Inventory “Inventory” item includes the following categories: 31.12.2021 31.12.2020 Merchandise 53 50 Raw materials and other consumables 1,379 1,311 Fuels and lubricant 5,655 4,083 Net book value 7,087 5,444 No impairment applied to the aforementioned inventory. 7.22. Trade and other receivables “Trade and other receivables” item includes the following categories: 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Trade receivables 114,723 97,083 - - Intercompany accounts receivable 349 3,011 - - Checks receivable 11,709 8,486 - - Less: Impairment Provisions -36,802 -36,363 - - Net trade receivables 89,979 72,217 - - Advances from suppliers 1,477 2,961 50 15 Total 91,456 75,178 50 15 GROUP COMPANY Impairment Provisions 31.12.2021 31.12.2020 Opening balance -36,363 -35,987 Additional provisions -439 -377 Recovered bad debts - 1 Closing balance -36,802 -36,363 GROUP The Group’s credit policy in respect of the trade receivables is as follows: Domestic Routes a) Passengers and private vehicles tickets have to be settled within two months from the invoice date (last date of each month). b) Freight tickets have to be settled within two to four months from the invoice date (last date of each month). Adriatic Sea a) Passengers and private vehicles tickets have to be settled within two months from the invoice date from the agents based abroad and from the agents based in Greece. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 144 b) Freight tickets have to be settled within four months from the invoice date from the agents based abroad and from the agents based in Greece. Short-term receivables do not need to be discounted at the end of the period. The Group has a very wide spectrum of clientele in Greece, as well as abroad, thus the credit risk is very low. The credit risk control procedures have been reported in note 3.1.2. The risks, the measures addressing the issue as well as the consequences for the Group and the Company in respect of the coronavirus pandemic (Covid 19) are analyzed in Note 3.1.8. "Risks arising from the COVID-19 pandemic". 7.23. Other current assets “Other Current Assets” item includes the following categories: 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Other debtors 7,247 7,544 - - Other Receivables from related parties 380 - 380 - Short-term financial receivables from associates 1,232 1,169 - - Receivables from the State 529 658 24 31 Advances and loans to personnel 675 576 6 6 Accrued income 543 - - - Prepaid expenses 11,753 11,440 8 7 Receivables from insurers 5,130 1,222 - - Other receivables 151 133 - - Restricted cash 12,290 4,054 9,500 3,000 Checks in bank 871 1,305 - - Total 40,801 28,101 9,918 3,044 Less: Impairment provisions -7,167 -7,167 - - Net receivables 33,634 20,934 9,918 3,044 GROUP COMPANY The increase is mainly due to the increase in the Group's restricted deposits, provided as collaterals for bank loans received by the Group Companies, as well as the increase in receivables from insurers. Furthermore, the item "Prepaid expenses" mainly includes the annual vessels’ dry dock and repair costs of the Group vessels. 7.24. Financial derivatives The Group is hedging part of the risk exposure related to changes in fuel price. The risks, the measures that have been taken, and the consequences of the coronavirus pandemic (COVID-19) for the Group and the Company are analytically described in Note 3.1.8. " Risks arising from COVID-19 pandemic". ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 145 The Group's policy with respect to hedging the risk of cash flows from the change in marine fuel price is to cover up to 80% of the projected fuel needs in use through hedging instruments. In 2021, the Group 's hedging contracts were within the limits of the aforementioned policy. There is a direct economic relationship between the hedged item and the hedging instrument as the terms of the hedging contracts are linked to the projected future marine fuel markets. The Group has set a ratio of 1:1 as a hedge ratio for the relationship between the hedging instrument (contracts) and the hedged item (fuel oil). Ineffectiveness in hedging may result from (a) differences that may arise in the time difference between the cash flows of the hedging instrument and the hedged item, and (b) contingent change in the hedging ratio of the hedging relationship resulting from the amount of the hedged item, which the Group actually hedges, and the amount of hedging instrument that the Group actually uses to offset this amount of the hedging item and c) contingent decrease in consumption due to route reductions. The effect of hedging instruments on the Statement of Financial Position as at 31.12.2021 is as follows: 31.12.2021 Νominal amount Change in Fair Value Presentation on the Statement of Financial Position Change in used fair value to measure the effectiveness Fuel hedging contracts 31,029 3,329 Short term liabilities / Derivatives 3,329 31.12.2020 Νominal amount Change in Fair Value Presentation on the Statement of Financial Position Change in used fair value to measure the effectiveness Fuel hedging contracts 34,089 -1,452 Short term liabilities / Derivatives -1,452 In 2021 no case of inefficiency occurred related to hedging contracts. The effect of the hedging instruments on the Statement of Comprehensive Income as at 31.12.2021 relates to a change in fair value recognized in other comprehensive income amounting to Euro 3,329 k and reclassification from other comprehensive income amounting to Euro 1,452 k. The amounts included in the Income Statement are included in other financial results. There were no cases of hedging future purchases that were not actually realized. As at 31.12.2020, the Group maintained open positions in cash flows hedging agreements of a nominal amount of Euro 34,089 k, which were finalized during the year and their result stood at a profit of Euro 12,378 k. Moreover, in 2021 the Group proceeded with opening new positions in cash flows hedging agreements, a part of which was finalized during the year and their result stood at a loss amounting to Euro 616 k. Finally, as at 31.12.2021, the Group maintains open positions in cash flows hedging agreements of a nominal amount of Euro 31,029 k. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 146 31.12.2021 1 - 6 months 6 - 12 months >1 year Total Open Fuel Compensation Contracts Metric tonnes (in thousand) 30.1 36.2 - 66.3 Nominal amount (amounts in Euro thousand) 14,137 16,892 - 31,029 31.12.2020 1 - 6 months 6 - 12 months >1 year Total Open Fuel Compensation Contracts Metric tonnes (in thousand) 45.8 58.1 - 103.9 Nominal amount (amounts in Euro thousand) 12,588 21,501 - 34,089 Maturity 7.25. Cash and cash equivalents “Cash and cash equivalents” item includes the following categories 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Cash in hand 1,399 1,350 75 82 Cash equivalent balance in bank 76,019 60,183 25,505 2,170 Short term time deposits 19,946 19,000 19,946 17,000 Total cash and cash equivalents 97,364 80,533 45,526 19,252 Cash and cash equivalents in Euro 91,830 80,093 45,526 19,252 Cash and cash equivalents in foreign currency 5,534 440 - - Total cash and cash equivalents 97,364 80,533 45,526 19,252 GROUP COMPANY Cash and cash equivalents present an increase compared to 31.12.2020 as inflows from operating activities stand at Euro 19.32 mln. In addition, the Group recorded outflows from investing activities of Euro 46.71 mln, including investments in scrubbers of Euro 8.98 mln. Finally, the Group recorded inflows from financing activities of Euro 44.29 mln, mainly due to the issuance of loans amounting to Euro 94 mln, repayment of Euro 20 mln of a long- term loan and Euro 27.09 mln repayment of installments for long-term and short-term loans. Moreover, the Group Companies entered into a factoring agreement. Within the year, the Group received an amount of Euro 15,687 k and repaid an amount of Euro 16,835 k. The Parent Company recorded an increase mainly due to issuing loans of Euro 74 mln, loan repayment (Euro 20 mln), as well as to the outflows performed for share capital increase in 100% Group’s Subsidiaries totaling Euro 31.12 mln. The purpose of the share capital increases was to improve the companies’ working capital and install scrubbers on the Group's vessels in accordance with the terms of the approved Common Bond Loan, as well as a share capital return amounting to Euro 6.30 mln. Furthermore, the parent company recorded income from dividends of Euro 12,901 k from its 100% subsidiary ATTICA FERRIES S.M.S.A. Regarding the risks related to cash and cash equivalents in foreign currency which are insignificant, see Note 3.1.1. Regarding the liquidity risk analysis see Note 3.1.3 and 3.1.8. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 147 7.26. Share Capital – Reserves a) Share Capital The share capital amounts to Euro 64,742 k, divided into 215,805,843 common registered shares of nominal value Euro 0.30per share. GROUP - COMPANY Number of Shares Nominal value Value of common shares Share premium Balance as of 1.1.2020 215,805,843 0.30 64,742 316,743 Share issue - Common - - - - Other changes - - - - Balance as of 31.12.2020 215,805,843 0.30 64,742 316,743 Share issue - Common - - - - Other changes - - - - Balance as of 31.12.2021 215,805,843 0.30 64,742 316,743 . b) Fair Value Reserves GROUP Fair value reserves Cash flow hedge Total Balance as of 1.1.2020 - 2,687 2,687 Cash flow hedge - -4,139 -4,139 Balance as of 31.12.2020 - -1,452 -1,452 Cash flow hedge - 4,781 4,781 Balance as of 31.12.2021 - 3,329 3,329 COMPANY Fair value reserves Revaluation of financial instruments Total Balance as of 1.1.2020 129,999 - 129,999 Gains/ (losses) from valuation transferred to equity -7,512 - -7,512 Balance as of 31.12.2020 122,487 - 122,487 Gains/ (losses) from valuation transferred to equity 31,621 - 31,621 Balance as of 31.12.2021 154,108 - 154,108 Fair value reserves Fair value reserves ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 148 c) Other Reserves GROUP Statutory Reserve Special reserves Other reserves Total Balance as of 1.1.2020 18,133 8,128 91,469 117,729 Transfers between reserves and retained earnings 1,450 - - 1,450 Balance as of 31.12.2020 19,583 8,128 91,469 119,179 Statutory Reserve Special reserves Other reserves Total Balance as of 1.1.2021 19,583 8,128 91,469 119,179 Transfers between reserves and retained earnings 193 - - 193 Balance as of 31.12.2021 19,776 8,128 91,469 119,372 COMPANY Statutory Reserve Special reserves Other reserves Total Balance as of 1.1.2020 13,432 5,388 7,267 26,087 Dividends from reserves 370 - - 370 Balance as of 31.12.2020 13,802 5,388 7,267 26,457 Statutory Reserve Special reserves Other reserves Total Balance as of 1.1.2021 13,802 5,388 7,267 26,457 Transfers between reserves and retained earnings 74 - - 74 Balance as of 31.12.2021 13,876 5,388 7,267 26,531 7.27. End of service employee benefit obligations Accrued pension and retirement obligations refer to personnel compensation due to retirement. The Group has the legal obligation to pay its employees a compensation at their date of departure due to retirement. The above-mentioned obligation is a defined benefit plan according to IAS 19. For the fiscal year 2021 the yield of iBoxx AA Corporate Overall 10 + EUR indices was used as a discount rate, which is considered consistent with the principles of IAS 19 since it is based on bonds corresponding to the currency and estimated term in relation to employee benefits and appropriate for long-term provisions. The assumptions used for the employee benefit provisions are the following: 2021 2020 Discount rate 0.75% 0.90% Inflation 1.80% 1.80% Expected rate of salary increases 1.80% 1.50% ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 149 The analysis of the obligation is as follows: GROUP Accrued pension and retirement obligations Long-term pension obligations 1,216 1,084 Total 1,216 1,084 Changes in the present value of the defined benefit obligation are as follows: Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit obligation 1 January 1,084 996 Current Service cost 136 136 Interest expense 10 11 Remeasurement - actuarial losses (gains) from changes in financial assumptions 28 (59) Benefits paid -313 - Past service cost 271 - Defined benefit obligation 31 December 1,216 1,084 The amounts recognized in the income statement are as follows: Defined benefit plans Defined benefit plans Current service costs 136 136 Past service cost 271 - Net Interest on the defined obligation 10 11 Total expenses recognized in profit or loss 417 147 The amounts recognized in other comprehensive income in the Statement of Other Comprehensive Income are : Defined benefit plans (Non financed) Defined benefit plans (Non financed) Actuarial gains / (losses) from changes in financial assumptions -17 -16 Actuarial gains / (losses) from changes due to experience -11 75 Total income / (expenses) recognized in other comprehensive income -28 59 The effect of changes in the significant actuarial assumptions is as follows : 0.5% -0.5% Increase / (decrease) in the defined liability -147 161 0.5% -0.5% Increase / (decrease) in the defined liability 160 -148 31.12.2020 31.12.2020 31.12.2021 Discount rate Expected rate of salary increases 31.12.2021 31.12.2020 31.12.2021 31.12.2020 31.12.2021 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 150 COMPANY Accrued pension and retirement obligations 31.12.2021 31.12.2020 Long-term pension obligations 48 44 Short-term pension obligations - - Total 48 44 Changes in the present value of the defined benefit obligation are as follows: 31.12.2021 31.12.2020 Defined benefit plans (Non financed) Defined benefit plans (Non financed) Defined benefit obligation 1 January 44 41 Current service costs 2 2 Interest expense - 1 Remeasurement - actuarial losses (gains) from changes in financial assumptions 2 - Defined benefit obligation 31 December 48 44 The amounts recognized in the income statement are as follows 31.12.2021 31.12.2020 Defined benefit plans Defined benefit plans Current service costs 2 2 Net Interest on the defined obligation - 1 Total expenses recognized in profit or loss 2 3 The amounts recognized in other comprehensive income in the Statement of Other Comprehensive Income are : 31.12.2021 31.12.2020 Defined benefit plans (Non financed) Defined benefit plans (Non financed) Actuarial gains / (losses) from changes in financial assumptions - - Actuarial gains / (losses) from changes in historical assumptions 2 - Total income / (expenses) recognized in other comprehensive income 2 - () The items for the comparative annual period ended as at 31.12.2020 have been readjusted following the change to accounting policies under IAS 19 as analitically presented in Note 2.23.3 to the Financial Statements. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 151 7.28. Long-term and Short-term Loan Liabilities As at 31.12.2021, the analysis of loan liabilities at present values is as follows: Amounts in Euro Borrowings as of 31.12.2021 Within 1year Between 1 to 5 years More than five years Total Obligations under finance lease 1,731 3,789 213 5,733 Secured Loans 20,888 30,334 - 51,222 Bonds 108,460 309,825 - 418,285 Other Loans 4,155 2,198 - 6,353 Borrowings 135,234 346,146 213 481,593 Borrowings as of 31.12.2020 Within 1year Between 1 to 5 years More than five years Total Obligations under finance lease 1,646 5,267 408 7,321 Secured Loans 6,780 39,702 - 46,482 Bonds 11,698 358,464 - 370,162 Other Loans 4,926 1,651 - 6,577 Borrowings 25,050 405,084 408 430,542 The Common Bond loan issued by the parent company will be repaid in 2024. The average interest rate of the Group in 2021 amounted to 3.32% and 3.11% in the previous year. The Group proceeded with issuance of loans amounting to Euro 94 mln, repayment of Euro 20 mln of a long-term loan and Euro 27.09 mln repayment of installments for long-term and short-term loans. Moreover, the Group Companies entered into a factoring agreement. Within the year, the Group received an amount of Euro 15,687 k and repaid an amount of Euro 16,835 k. Long-term borrowings 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Obligations under finance lease 5,733 7,321 159 1,194 Secured Loans 39,722 46,482 19,000 18,858 Bonds 418,285 370,162 230,755 175,028 Other Loans 2,575 1,651 - - Less: Long-term loans payable in next financial year -119,956 -20,124 -8,037 -1,035 Total of long-term loans 346,359 405,492 241,877 194,045 Short-term dept 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Obligations under finance lease ( Long- term loans payable in next financial year) 1,731 1,646 37 35 Other Loans (factoring) 3,778 4,926 - - Bank Loans 11,500 - - - More: Long-term loans payable in next financial year 118,225 18,478 8,000 1,000 Total of short-term loans 135,234 25,050 8,037 1,035 GROUP COMPANY ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 152 Short-term loans include Bond loans of the Group's subsidiary of Euro 97.5 mln that mature in October 2022. The Group's management is negotiating successful refinancing of the loan with the creditor banks. The parent company issued a five-year bond loan, amounting to Euro 55 mln. Moreover, proceeded with loan repayment (Euro 20 mln). Changes in the Group's liabilities arising from financing activities are classified as follows: Long-term borrowings Short-term borrowings Factoring Lease liabilities Total 1.1.2021 399,817 18,478 4,926 7,321 430,542 Cash Flows: Repayments -37,478 -9,613 -16,835 -1,672 -65,598 Proceeds 77,700 16,500 15,687 - 109,887 Non-Cash Changes: Additions - - - 63 63 Additions from new subsidiaries / Disposals from sale of subsidiaries 676 4,612 - - 5,288 Fair value changes 1,390 - - -286 1,104 Reclassifications -99,748 99,748 - - - Other changes - - - 307 307 31.12.2021 342,357 129,725 3,778 5,733 481,593 Finance leases liabilities, presented in the accompanying financial statements, are analyzed as follows: 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Short-term finance leases 1,731 1,646 37 35 Long-term finance leases 4,002 5,675 122 159 Total finance leases 5,733 7,321 159 194 Group Company The minimum finance lease payments, based on finance leases as well as the present value of the net minimum lease payements as at 31 December 2021 are as follows: Minimum payments Present value Minimum payments Present value Within 1year 1,968 1,731 46 37 Between 2-5 years 4,103 3,789 134 122 More than five years 220 213 - - 6,291 5,733 180 159 Less: Finance charges -558 - -21 - Minimum payments' current value 5,733 5,733 159 159 31.12.2021 GROUP COMPANY 31.12.2021 As at 31.12.2021, the total Group’s borrowing stood at Euro 481,853 k. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 153 7.29. Long-term Provisions The Group has made provisions amounting to Euro 1,918 k which concern legal and other cases. Crew claims Other provisions Total Opening Balance as of 1.1.2020 1,141 1,998 3,139 Additional provisions - -1,521 -1,521 Closing Balance as of 31.12.2020 1,141 477 1,618 Crew claims Other provisions Total Opening Balance as of 1.1.2021 1,141 477 1,618 Additional provisions 300 - 300 Closing Balance as of 31.12.2021 1,441 477 1,918 Long-Term Provisions mainly include provisions for contingent liabilities arising from litigation of sailors employed on the Group's vessels. 7.30. Trade and other payables "Other long-term liabilities" includes tax and insurance liabilities of the Group which arose during the pandemic period and have been adjusted according to the current framework. 7.31. Trade and other payables “Trade and other payables” item includes the following categories. 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Suppliers 32,448 34,054 380 220 Checks Payable 18 3 - - Customers' Advances 3,418 2,395 - - Intercompany accounts payable - 253 - - Other liabilities 2,056 2,376 - - Total 37,940 39,081 380 220 GROUP COMPANY 7.32. Income tax payable 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Income Tax 197 170 - - Provision for unaudited tax years 148 148 20 20 Total 345 318 20 20 GROUP COMPANY ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 154 7.33. Other short-term liabilities “Other short-term liabilities” item includes the following categories. 31.12.2021 31.12.2020 31.12.2021 31.12.2020 Intercompany accounts payable - - 700 - Deferred income-Grants 9,010 8,522 - - Social security insurance 3,994 6,843 17 14 Other Tax liabilities 23,083 26,417 75 34 Dividends 11,706 916 10,790 - Salaries and wages payable 2,391 2,189 - - Accrued expenses 2,187 2,028 24 26 Others Liabilities 590 330 146 84 Total 52,961 47,245 11,752 158 GROUP COMPANY The item "Deffered Income" includes tickets issued but not traveled until 31.12.2021. The item "Accrued expenses" mainly includes provisions for the vessels’ operating expenses. In addition, "Dividends" is increased due to the distribution of profits of previous years based on a decision of the General Meeting of shareholders in 2021. Finally, for the parent company the item "Intercompany accounts payable" refers to a decision taken by the Board of Directors for Share capital increase in a 100% subsidiary. 8. Contingent assets and liabilities a) Encumbrances As mentioned in Note 7.13, mortgages amounting to Euro 740,578 k have been registered on the Group's vessels to secure loans. b) Litigation or under arbitration disputes of the Group and the Company No litigation or under arbitration other liabilities are pending against the Group, which could have a significant impact on its financial position apart from the following: A lawsuit was filed in 2021 against a Group’s subsidiary, regarding an amount of Euro 381 k as compensation for alleged promotion of intellectual property rights due to alleged illegal presentation of protected audiovisual works to the public in 2017. An initial mediation session was held with in consultation with the plaintiff, in accordance with the relevant provisions of Law 4640/2019, in order to suspend the deadlines for submitting motions and adjudication of the lawsuit and out-of-court settlement. Negotiations are in progress. Based on the estimates of its legal consultants, the Group’s Management considers that a potential outflow of financial resources cannot be reliably estimated at the financial statements preparation date. ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 155 c) Non-inspected Tax Years (see par. 7.11 "Income Tax" and par. 7.16 "Investments in subsidiaries"). d) Guarantees given The letters of guarantee given as collateral for the obligations of the Group and the Company effective on 31.12.2021 and on 31.12.2020 are as follows: The parent company has guaranteed the repayment of vessel loans amounting to Euro 352,503 k. 9. Significant Events On 28.1.2021, the Group announced the signing of an agreement with the shipyard Brødrene Aa of Norway for the construction of three (3) state-of-the-art Aero Catamaran type vessels, which will be launched on the Saronic Gulf lines, replacing Group’s older technology vessels in the specific routes. The total cost of investment amounts to Euro 21 mln and will be covered by equity and bank borrowing. The delivery of the vessels is expected within 2022. Attica Group on 18.3.2021 and on 25.6.2021 completed the installation of scrubbers on the vessels BLUE STAR DELOS and BLUE STAR MYCONOS, the third and fourth of the Group’s vessels on which scrubbers have been installed. All the relevant certifications were obtained by the respective Classification Society. On 24.3.2021 the Group announced the signing of a bond loan agreement with Alpha Bank of Greece and Norwegian Export Credit Insurance Organisation Eksportkreditt Norge AS, with the guarantee of the Norwegian Export Credit Guarantee Agency (“GIEK”) for an amount of up to Euro 14.7mln. The new bond loan was issued by a 100% subsidiary to finance up to 70% of the total construction and acquisition cost (pre-delivery & post- delivery finance) of three highspeed AERO Catamarans, according to the respective agreement with Brødrene Aa shipyard of Norway. Furthermore, the Group announced the signing of an agreement with Piraeus Bank S.A. for the issuance of a five-year common bond loan of up to Euro 55mln. On 24.6.2021, the Company announced the resignation of Mr. Panagiotis Throuvalas from the position of Non- Executive Member of the Board of Directors of the Company, as well as a Member of the Remuneration and 31.12.2021 31.12.2020 Guarantees Performance letters of guarantee 1,907 932 Guarantees for the repayment of trade liabilities 3,622 574 Guarantees for the participation in various tenders 228 1,012 Other guarantees 787 787 Total guarantees 6,544 3,305 ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 156 Nomination Committee. In replacement of the position, the Board of Directors, at its meeting held on 24.6.2021, decided on appointing Mrs. Maria Sarri as a Non-Executive Member. On 28.6.2021, Attica Group announced that following the resignation of Mr. Panagiotis Throuvalas as member of the Board of Directors and member of the Remuneration and Nomination Committee, the Board of Directors (BoD) at its meeting held on 24.6.2021 appointed Mr. Georgios Efstratiadis, as a new member of the Committee. The new composition of the Committee is as follows: Loukas Papazoglou - Chairman, Independent non-executive member of the BoD / Efstratios Hatzigiannis - Member, Independent non-executive member of the BoD / Georgios Efstratiadis - Member, Non-executive member of the BoD. On 19.7.2021, Attica Group announced that following the decision of 15.07.2021 of the General Meeting of the Company, by which Mrs. Maria Sarri was appointed as an independent non-executive member of the Company’s Board of Directors, until the end of the term of the current BoD. The new composition of the Board of Directors as well as the position of every member are as follows: Kyriakos D. Mageiras - Chairman, Executive Member / Michalis G. Sakellis - Vice Chairman, Non-Executive Member / Spyridon Ch. Paschalis – CEO and Deputy Chairman, Executive Member / Georgios E. Efstratiadis –Non-Executive Member / Loukas K. Papazoglou – Independent NonExecutive Member / Efstratios G. - I. Chatzigiannis - Independent Non-Executive Member / Maria G. Sarri - Independent Non-Executive Member. On 2.12.2021, the Company announced that ICAP S.A., pursuant to the Company’s regular reassessment, upgraded its credit rating by one (1) notch with the assignment of a BB credit rating (low credit risk zone). On 7.12.2021, the Company announced that implementing its strategic growth plan, it expands further in the Greek tourism industry and invests in complementary activities capitalizing on the strong potential of Attica Group. In this context, Attica Blue Hospitality S.M.S.A (“Attica Blue Hospitality”), a 100% subsidiary of Attica Group, acquired the owning company of Naxos Resort Beach Hotel located in the Cycladic island of Naxos, Agios Georgios beach, for a total consideration of Euro 6.5 mln, funded through bank financing. On 14.12.2021, the Company announced the sale of the Ro-Pax vessel EXPRESS PEGASUS of the Subsidiary for safe and environmentally sound recycling according to the respective European and Greek legislation, to a ship recycling facility in Turkey, included in the European List of Ship Recycling Facilities. The sale was concluded for a cash consideration of U.S. dollars 1.12 mln and strengthened the Group’s cash position. The transaction resulted in losses of Euro 16 k. The Extraordinary General Meeting held on December 23, 2021 approved distribution of the Company’s prior years’ profits, according to Article 162, Par. 3, Law 4548/2018, of a total net amount of Euro 10,790,292.15, i.e. Euro 0.05 per share. The payment to the beneficiaries was completed on Wednesday, January 5, 2022 through "PIRAEUS BANK S.A.". ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2021 ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS Page 157 Within the first half of 2021, appropriation of the funds was completed. The funds were raised from the issuance of a Common Bond loan amounting to Euro 175,000 k according to 08.07.2019 decision of the Board of Directors of ATTICA HOLDINGS and the decision of the Hellenic Capital Market Commission of 16.07.2019, approving the Prospectus. The Report on Appropriation of Funds is included in the published interim six month financial report 2021 accompanied by the Report on Actual Findings of Agreed upon Procedures of the Certified Public Accountant. The risks arising from the coronavirus pandemic (Covid 19) , the measures to address it as well as the consequences for the Group and the Company are analytically recorded in Note 3.1.8 "Risks from the COVID- 19 pandemic". 10. Events after the Statement of Financial Position date On 7.2.2022, Attica Groups’ subsidiary Blue Star Ferries S.M.S.A., bareboat chartered on a long-term basis the Ro- Pax vessel Asterion II. The vessel is deployed within the J/V ANEK – SUPERFAST in the Patra – Igoumenitsa – Venice route. 11. Dividends The Board of Directors will propose to the Annual General Meeting of Shareholders no dividend distribution. Kallithea, 5 April 2022 THE CHAIRMAN THE CHIEF EXECUTIVE ACCOUNTING & CONTROL OF THE BoD OFFICER DIRECTOR KYRIAKOS D. MAGIRAS SPYRIDON CH. PASCHALIS KON/NOS V. LACHANOPOULOS I.D. No. AK 109642 I.D. No. AB 215327 I.D.No. ΑΒ 663685 LICENCE No 76784 CLASS A

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