Avax S.A.

Annual Report (ESEF) • Apr 28, 2023

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AVAX S.A. Annual Financial Statements st st for the financial year January 1 to December 31 , 2022 AVAX S.A. Company's Number in the General Electronic Commercial Registry :913601000 (former Company's Number in the Register of Societes Anonymes: 14303/06/B/86/26) 16 Amaroussiou-Halandriou str.,151-25, Marousi, Greece 2 INDEX OF ANNUAL FINANCIAL STATEMENTS 2 Website where the company's and consolidated financial statements are available 6 I) Statements of members of the board of directors 7 II) Annual report of the board of directors 8 III) Independent auditor's report 74 IV) Annual Financial Statements period from January 1st, 2022 to December 31st, 2022 82 - Statement of Financial Position 82 - Statement of Income 83 - Statement of Comprehensive Income 84 - Statement of Cash Flow 85 - Statement of Changes in Equity 86 V) Notes and accounting policies 88 Α. INFORMATION ABOUT THE COMPANY 88 Α.1 General Information about the Company and the Group 88 Α2. Activities 88 Β. FINANCIAL REPORTING STANDARDS 88 Β.1. Compliance with IFRS 88 Β.2. Basis of preparation of the financial statements 89 C. BASIC ACCOUNTING PRINCIPLES 89 C.1. Consolidated fiancial statements (IFRS 10) & Business Combinations (I.F.R.S. 3) 89 C.2a. Property, Plant & Equipment (I.A.S. 16) 94 C.2b. Investment Property (IAS 40) 95 C.3. Intangible Assets (I.A.S. 38) 96 C.4. Impairment of Assets (I.A.S. 36) 96 C.5. Inventories (I.A.S. 2) 96 C.6. Financial Instruments: Presentation (IAS 32) 97 C.7. Financial Instruments: Disclosures (IFRS 7) 97 C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37) 97 C.9. Accounting for Government Grants and disclosure of Government Assistance (I.A.S. 20) 97 C.10. The effects of changes in Foreign Exchange Rates (I.A.S. 21) 98 C.11. Earnings per share (I.A.S. 33) 98 C.12. Dividend Distribution (I.A.S. 10) 98 C.13. Income Taxes & Deferred Tax (I.A.S. 12) 98 C.14. Personnel Benefits (I.A.S. 19) 99 C.15. Leases (I.F.R.S. 16) 100 3 C.16. Borrowing Cost (I.A.S. 23) 100 C.17. Operating Segments (I.F.R.S. 8) 101 C.18. Related Party Disclosures (I.A.S. 24) 101 C.19. Revenue from contracts with customers (I.F.R.S. 15) 101 C.20. Financial Instruments (I.F.R.S. 9) 103 C.21. Restricted cash deposits 105 C.22. Non-current assets held for sale & discontinued operations (I.F.R.S. 5) 105 C.23. Significant accounting estimates and judgments 105 C.23.1 Impairment of goodwill and other non-financial assets 106 C.23.2 Income taxes 106 C.23.3 Deferred tax assets 106 C.23.4 Asset lives and residual values 106 C.23.5 Allowance for net realizable value of inventory 106 C.23.6 Allowance for doubtful accounts receivable 106 C.23.7 Provision for staff leaving indemnities 106 C.23.8 Contingent liabilities 107 C.23.9 Revenue from Contracts with Customers (I.F.R.S. 15) 107 C.23.10 Joint Arrangements (I.F.R.S. 11) 107 C.23.11 Fair Value measurement (I.F.R.S. 13) 107 C.23.12 Derivative financial instruments and hedging activities 107 D. NEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF CURRENT STANDARDS 108 E. NOTES TO THE FINANCIAL STATEMENTS 110 1. Turnover 110 2. Cost of sales 111 3. Other net operating income/(expense)-profit/(losses) 111 3a. Bad dedts and other provisions 112 4. Administrative expenses 112 5. Selling & Marketing expenses 112 6a. Income from sub-debt 113 6b. Income/(Losses) from Subsidiaries/Associates 113 7.Finance cost 113 8. Tax charge 114 9a. Segment Reporting 115 9b. Secondary reporting format - Geographical segments 117 9c. Sensitivity Analysis - Foreign Exchange rate Risk 119 4 10. Property, Plant and Equipment 120 10a. Right of Use assets 122 11. Investment Property 123 11a. Net profit or loss from fair value ajdustments for investment properties 124 12. Intangible Assets 125 13.Investments in Subsidiaries/Associates and other companies 126 14. Joint Arrangements (Joint Ventures) 127 15. Financial assets at fair value through other comprehensive income 127 16. Other non-current assets & other long term receivables 130 17. Deferred tax assets 130 18.Deferred tax liabilities 131 19. Inventories 131 20. Contractual Assets 132 21. Clients and other receivables 133 22. Cash and cash equivalent 136 23. Trade and other payables 136 24. Income tax and other tax liabilities 137 25. Borrowings 138 25a. Change in financial activity 139 25b. Non current assets held-for-sale 139 25c. Disposal Group held-for-sale 140 26. Liabilities from financing Leases (IFRS 16) 142 27. Provisions for retirement benefits 143 28. Other provisions and non-current liabilities 144 29. Share capital 144 30.Other Reserves 144 31. Revaluation Reserves for Financial Instruments at fair value through other comprehensive Income 145 32a. Reserves from foreign profits Law 4171/61 145 32b. Reserves art 48 L.4172/2013 145 33. Non-controlling interest 145 34. Memorandum accounts - Contingent liabilities 145 35. Encumbrances - Concessions of Receivables 145 36. Transactions with related parties 146 37. Joint Venture Projects with J&P (Overseas) Ltd 148 5 38.Fair Value measurement 149 39. Risk Management 150 40. Important Events during 2022 152 41. Important Developments & Events past the Balance Sheet Date (31.12.2022) and up to the date of approval of this Report 153 42. Contingent Receivables and Liabilities 154 43. Approval of Financial Statements 155 ANNUAL FINANCIAL REPORTING WEBSITE WHERE THE COMPANY’S AND CONSOLIDATED FINANCIAL STATEMENTS ARE AVAILABLE We hereby certify that the attached Annual Financial Statements, which are an integral part of the annual financial report of article 4 of Law 3556/2007, are those approved by the Board of Directors of "AVAX SA" on 24.04.2023 and have been published by posting them on the internet, at (www.avax.gr), as well as on the Athens Stock Exchange web site, where they will remain at the disposal of the investing public for at least ten (10) years from the date of their compilation and disclosure. The Annual Financial Statements of the Group's subsidiaries are also published at www.avax.gr. 6 STATEMENTS OF MEMBERS OF THE BOARD OF DIRECTORS (in accordance with article 4, paragraph 2c of Law 3556/2007) In our capacity as executive members of the Board of Directors of AVAX SA (the «Company»), and according to the best of our knowledge, we, 1. Christos Joannou, Chairman and Executive Director 2. Konstantinos Kouvaras, Deputy Chairman and Executive Director 3. Konstantinos Mitzalis, Managing Director, state the following:  the financial statements for the period from 01.01.2022 to 31.12.2022, prepared under the International Financial Reporting Standards currently in effect, give a true view of the assets, liabilities, equity and financial results of the Company, as well as the businesses included in the consolidation of the Group,  the Annual Report of the Board of Directors of the Company gives a true view of the evolution, the performance and the stance of the Company, as well as the businesses included in the consolidation of the Group, including an overview of the main risks and uncertainties they face, along with other information required by paragraph 2 of article 4 of Law 3556/2007. Maroussi, April 24, 2023 CHAIRMAN & EXECUTIVE DIRECTOR DEPUTY CHAIRMAN & EXECUTIVE DIRECTOR MANAGING DIRECTOR CHRISTOS JOANNOU KONSTANTINOS KOUVARAS KONSTANTINOS MITZALIS AID: 0000889746 ID: ΑI 597426 ID: AN 033558 7 8 ANNUAL REPORT OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM 01.01.2022 TO 31.12.2022 [in accordance with article 4 of Law 3556/2007, Decision #8/754/14.04.2016 of the Board of Directors of Greece’s Capital Markets Commission, article 2 of Law 3873/2010, article 1 of Law 4403/2016, article 2 of Law 4336/2015 and articles 150-154 of Law 4548/2018] Dear Shareholders, this annual report of the Board of Directors for 2022 has been prepared according to corporate and capital markets legislation and the decisions of the Capital Markets Commission to depict the true development and performance of Group AVAX during 2022, as well as the main risks and uncertainties to be dealt with. The management report of the Board of Directors is an integral part of the financial statements included in the Annual Financial Report 2022, presenting an analysis of the Group's activities, financial and non-financial key elements for the performance of the Group and the Company during 2022, information on the events affecting the business Group and the risks identified, estimates for the expected course and development of the Group's business sectors, and data on transactions with related parties. It also includes a Corporate Governance Report and an Explanatory Report on the Company's share capital, in accordance with current legislation. Α. Important Events during 2022 The following are the most important events during 2022 for all Group companies: Divestment from Activities and Participations In the context of the strategic divestment from certain non-core activities and participations in mature concessions, with the aim of optimal utilisation of its assets, the Group proceeded with the following transactions during the year: i. RES project portfolio of subsidiary Volterra Given the abnormal and unpredictable conditions in international energy markets and the strong demand for Renewable Energy Sources (RES) projects in late 2021 and early 2022, the Group decided to divest from its 100% subsidiary Volterra, which operates in the wholesale and retail energy market and RES. To this extent, the Company hired a financial consultant to investigate interest from buyers either for the entire Volterra Group, or separately for its RES projects and its activities in the retail & wholesale market of electricity and Natural Gas. In June 2022, Volterra sold to PPC Group its participation in a portfolio of renewable energy sources (RES) with a total capacity of 112MW. Volterra has been categorised as a "Discontinued Activity" in the Consolidated Financial Statements of 31.12.2022 and the comparable date of 31.12.2021, in accordance with International Financial Reporting Standards (IFRS 5). The assets and liabilities of the disposal group are recorded at their book value, since it is the lower between fair and accounting, while the economic result from the discontinued activity is also presented separately. 9 [see the relevant Note to the Financial Statements for further details] ii. Participation in the Rio-Antirio Bridge Concession In November 2022, the Group transferred its entire participation of 20.53% in the concession of GEFYRA SA and 21.55% in GEFYRA Operation SA to the remaining shareholders of those companies (namely Vinci Concessions SAS and Aktor Concessions SA), in proportion of their participation, for a total price of approximately €60 million. It is pointed out that during 2022 the Company had already collected a dividend of €4.2 million in total from the two transferred holdings. New Projects The Group was particularly successful in 2022 regarding the addition of new projects by the Group, having signed initial and supplementary contracts for public & private works, subcontracts and services with a total value of €874 million, on the back of signing contracts totaling €1,090 million in 2021. The new projects further strengthen the Group's work-in-hand in view of a period of accelerating pace of execution of Group projects and set up of construction sites to start new projects. Work-in-Hand The Group's work-in-hand based on signed projects as of 31.12.2022 amounted to €1,861 million, compared to €1,383 million at the end of 2021, with domestic projects accounting for 90% of the total for 2022, compared to 67% in the previous year. It should be noted that the Group's work-in-hand is a strong indicator, yet not an accurate and binding forecast for the evolution of future revenues from the Group's construction activity. Occasionally there are changes and adjustments to the technical scope of the contracts related to various external factors or delays caused by amendments to engineering designs or incomplete designs when contracts are signed. At the same time, bidding and signing of new projects continues, the largest part of which will be executed beyond 2023. Since, the beginning of 2023 and up until the publication of this Financial Report, the Group has signed new contracts with a total value of €274 million. At present, there are also contracts pending to be signed worth €43 million to the Group, while results are awaited from several project tenders for which bids have been submitted, either separately or through consortia. [see the relevant Note to the Financial Statements for further details] Important Change in Shareholders / Voting Rights A block of 31,800,00 shares (22.0%) of the Company was transferred on 31.08.2022 from J&P Investments Ltd to JCGH Ltd and Honeysuckle Properties Ltd, which are legal entities related to the family of Mr Christos Joannou, Company Chairman. Following those transactions, as per Law 3556/2007, Mr Joannou directly and indirectly controls a total of 48,096,111 shares which correspond to 33,326% of total Company voting rights. Intra-group Transfer of Participation in concessions 10 As part of its strategy for the gradual transfer of Group participations in concession and PPP projects to "AVAX Concessions SA", which is a 100% subsidiary, during 2022 the Group completed the process of transferring the 23.61% stake in “Aegean Motorway”, as well as the 19.1% participations in “Olympia Motorway SA” and “Olympia Motorway Operation SA”. Additional Payment for the project of Line 4 of the Athens Metro The Company made use of the provisions of article 154 of Law 4938/2022 towards the collection of additional payments (premium) from the Greek State for construction contracts, to avoid any extension of the time schedule for the completion of works. This legal framework allows the collection of an amount equal to 5% of the project backlog, under specific conditions, such as the issue of a performance bond of equal value and the adherence to the approved project time schedule and contractual deadline. The additional payment is collected upon the issuance by the contractor of a special works certification and does not constitute an increase in the relevant contract. [see the relevant Note to the Financial Statements for further details] Litigation Developments a. In the pending court case against construction company "Technical Union", and regarding the arbitration decision #21/2005 which ordered Technical Union to pay to the Company €16.3 million plus interest, for a deficit in its shareholder funds which was absorbed by the Company, there are pending acts of the executive process with auctions or confiscation of assets owned by the family of the former shareholders of Technical Union for collection of the claim. Following the death of the owner of Technical Union, the progress of the execution is paused until the identity of his heirs is revealed. The claim amounts to €1.82 million following its impairment as per IAS 37. b. The appraisal ordered towards the Company's lawsuit against PPC for a project in Atherinolakkos, Crete was set the claimed amount at €6,031,637 on 17.09.2020. This petition was accepted in favour of the Company for an amount of €5,757,158 plus interest, which are calculated from December 2009 and already amount to €5,400,000. PPC filed an appeal which has been postponed to be tried on 18.01.2024. The claim in company books amounts to €10.2 million. c. The balance sheet item for Receivables from Clients both for the Group and the Company include a revised amount of €18.8 million concerning the project in Lebanon which is in arrears for more than five years. [see the relevant Note to the Financial Statements for further details] Β. Main Risks and Uncertainties for 2023 1. Economic & Political Developments The energy crisis that started in the second half of 2021, and especially Russia's invasion of Ukraine at the end of February 2022, partially dampened the country's dynamic recovery in 2022 as conditions normalised following the imposition of emergency measures due to the pandemic covid-19. The deterioration of the energy crisis due to the hostilities in Ukraine, combined with the disruption of agricultural production of critical food commodities and geopolitical instability due to the involvement of nuclear- capable military powers, gave rise to sharp inflationary conditions and uncertainty about the course of macroeconomic data. These inflationary pressures have triggered a series of increases in the interest rates of the main currencies of the world economy, after a long period of zero or even negative interest rates, limiting the scope for further growth of the Greek economy in 2023 in an environment of international economic stagnation. At the same time, our country has entered a pre-election period, the outcome of which will largely determine the rate of foreign direct investments and the implementation of the programme for auctioning large projects and infrastructure investments with the use of private capital. In any case, social acceptance and the government's intention to promote significant investments in infrastructure projects are a given and no reversal is expected in the conditions that have been set in motion. 2. Risks and Uncertainties Group activities are subject to various risks and uncertainties pertaining to the nature of its business activities, prevailing geopolitical, credit and currency conditions, relations with clients, suppliers and subcontractors. To a large extent, the risk arising from these relations and transactions is predictable or may be dealt with the selection of the appropriate management policy due to the accumulated expertise of the Group’s senior staff and official procedures. It is always desirable to limit the overall level of risk to tolerable and manageable levels for Group operations. Nevertheless, no system and risk management policy can offer absolute security against all risks, as the ever-changing international political and economic environment may overturn any situation which was taken for granted and considered manageable in advance. The main risks and uncertainties, their management policies and their impact on Group activities, are as follows: a. Climate Issues The social and political response to the anthropogenic climate change will inevitably have an impact on the Group's business activities, in the context of its participation in the Greek and international economy. The guidelines for the disclosure of financial climate information published by the European Union identify two main sources of risk associated with climate change: i. Risks associated with the transition to a lower carbon footprint economy, as may arise from the adoption of strategies and decision-making to prevent and mitigate the effects of climate change. Examples include the introduction of regulatory incentives and sanctions, coal pricing systems, energy efficiency solutions, and low carbon products and services, and policies in general that may indirectly affect certain functions and the value of some of the Group's assets. ii. Risks related to the natural effects of climate change, which include the risks posed by changes in average temperatures and the increasing incidence of extreme weather events and natural disasters. These weather phenomena and deviations from the climatic constants can affect the smooth operation of the Group, hindering the smooth progress of its operations on outdoor construction sites, as well as the supply and transportation of the necessary materials. Group management is making its best effort to monitor, evaluate and respond to the above risks, to mitigate any adverse effects on the financial data and the operations of the Group, while at the same time takes appropriate measures to participate in the broader effort to reduce the environmental impact of Group activities. b. War conflict in Ukraine 11 The Group does not have any exposure to the markets of Ukraine and Russia as the Eastern European region is not a strategic choice for construction or other business activities. The overall footprint of international sanctions against Russia cannot be determined and quantified yet, but any impact on the Group will only have an indirect effect through international developments in raw material prices, energy costs and international freight cost. c. International rise in prices of construction materials, transport and fuel The gradual return of world markets to normalcy in 2021, following the drastic changes caused by the covid-19 epidemic in 2020, had some side effects as some industries now function with a different business approach and pace from the rest of the economy. One such consequence was the gradual rise in prices for certain building materials, their transportation costs and fuel, leading to an increase in project execution costs. Construction cost pressures are not uniform and horizontal, as prices on all materials and all geographic markets have not been affected in the same way. The Greek government in 2022 introduced some procedures to dampen inflationary pressures on the cost of projects of public interest, as well as public projects and PPPs in the auctioning pipeline. At the same time, the creation of a price monitoring authority and the establishment of a company for specifications and pricing of technical works and studies are promoted in order for the price adjustments to be carried out automatically. The impact on the Group's gross result was largely absorbed and recorded in the financial results of 2021. A part remained to be charged against the results of 2022, given that project budgets were revised to account for a reduction in the gross margin. But prices for the majority of construction materials remained on an upward course after the end of 2021. Coupled with delivery delays and uncertainty about freight rates, several suppliers have demanded that their prices for materials and freight costs be calculated using the “cost plus” method. Prices in the first half of 2022 for most materials moved up between 5% and 30%, further squeezing the gross result of existing projects, almost all of which were completed by the end of 2022. [see the relevant Note to the Financial Statements for further details] d. Credit Risk & Losses The Group’s Strategic Planning & Risk Management Committee has adopted a credit policy according to which the credit score of new clients is assessed individually before being officially offered the standard terms and conditions of payment and delivery. Regarding public works, until the economic environment improves, the Group follows a policy of participating only in tenders where project financing is secured with European Union funds. At any point in time, the Group is involved in a large number of projects in Greece and abroad, with select clients with a proven record of reliability and credit worthiness. In the local market, the Greek State has traditionally been the largest client, as the private sector historically is a small player in building facilities and infrastructure projects where the Group specializes in. Participation in self-financed projects in the form of concessions and PPP has somewhat limited the participation of the Greek State in total Group revenues. With the exception of the large project for Line #4 of the Athens Metro which the Company added, the participation of PPP projects and concession-related works is expected to grow larger in total activity in coming years. In 12 13 international markets, the Group is mostly involved in private sector projects. Under this light of clientele diversification, the Group presents a medium level of credit risk concentration. As a result of the international practice in the construction sector, Group transactions are required to be secured to a large extent by the intervention of the banking sector and international credit insurance firms in issuing guarantees in all stages of a signed project contract, from participating in the bidding, to receiving an advance payment, the execution of the project in discrete phases until its final delivery. To calculate the provision for impairment of receivables from clients and other debtors, the Group assesses the risk level of each client according to the aging breakdown of receivables in arrears and their broader credit-worthiness. This way, the Group provides a realistic view of the level of doubtful receivables in its financial accounts and keeps any adverse impact in upcoming financial periods in check. amounts in € ‘000 GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Receivables from Clients (Α) 150,263 149.013 132,169 133,188 Receivables from Clients overdue more than 2 years (Β) 38,440 32,534 35,105 32,352 Percentage of Receivables from Clients overdue more than 2 years (B / A) 25.6% 21.8% 26.6% 24.3% e. Input Price Risk The Group is exposed to volatility in input prices for raw materials and other supplies, which in most cases are internationally- priced commodities, such as cement, metal rebars and fuel. The Group is centrally purchasing supplies for all its subsidiaries to secure economies of scale. In several cases it pre-orders large quantities of supplies to lock in their purchase price and escape future price shifts. f. Liquidity Risk Liquidity risk refers to the likelihood of current assets, ie those that may be disposed of on a short-term span, being insufficient to cover short-term liabilities when they become due. The following table shows the Group had positive net current assets at the end of 2022, though lower compared to a year earlier. amounts in € ‘000 GROUP COMPANY 2022 2021 2022 2021 Current Assets, excluding cash & restricted short-term 440,478 444,945 421,014 425,069 14 deposits (Α) Short-term Liabilities, excluding bank debt and Leasing (Β) 424,031 386,453 417,468 392,085 Net Current Assets (Α – Β) 16,447 58,492 3,526 32,984 The Group follows a policy of securing adequate cash to meet upcoming liabilities at any point in time. To this extent, the Group seeks to maintain cash in physical form or in agreed credit lines sufficing for expected payments over the period of a month. The Finance Department prepares a detailed monthly and 12-month cash plan, as well as revising on a quarterly basis the 5-year budget and cash flow statement. The basic criterion in evaluating the course of cash liquidity is the aging analysis or maturity of the Group’s financial liabilities, starting from balance sheet date until those liabilities are due. The following tables provide an analysis of the aging of liabilities for the Company and the Group as of 31.12.2022 and the comparable date in 2021. Aging Analysis of “Loans & Leasing” amounts in € ‘000 GROUP < 1 year 1 - 5 yrs > 5 yrs Total 31.12.2022 Bond Loans & Other Long-Term Loans 0 225,928 3,000 228,928 Short term Loans 30,685 0 0 30,685 Long-term Loans – due in next 12months 47,436 0 0 47,436 Leasing (Operating & IFRS 16) 12,088 32,077 31,618 75,782 Total 90,208 258,005 34,618 382,831 31.12.2021 Bond Loans & Other Long-Term Loans 0 325,886 9,000 334,886 Short term Loans 57,429 0 0 57,429 Long-term Loans – due in next 12months 50,050 0 0 50,050 Leasing (Operating & IFRS 16) 4,884 17,675 30,602 53,161 Total 112,363 343,561 39,602 495,525 amounts in € ‘000 COMPANY < 1 year 1 - 5 yrs > 5 yrs Total 31.12.2022 Bond Loans & Other Long-Term Loans 0 225,928 3,000 228,928 15 Short term Loans 25,642 0 0 25,642 Long-term Loans – due in next 12months 47,436 0 0 47,436 Leasing (Operating & IFRS 16) 10,864 27,997 7,639 46,500 Total 83,942 253,925 10,639 348,506 31.12.2021 Bond Loans & Other Long-Term Loans 0 323,351 9,000 332,351 Short term Loans 53,151 0 0 53,151 Long-term Loans – due in next 12months 47,495 0 0 47,495 Leasing (Operating & IFRS 16) 3,751 13,603 8,785 26,239 Total 104,397 336,954 17,785 459,136 Aging Analysis of “Suppliers & Other Short-term Liabilities” amounts in € ‘000 < 1 year 1 - 5 yrs > 5 yrs Total GROUP 31.12.2022 184,332 19,657 33,947 237,926 31.12.2021 172,928 23,695 50,487 247,111 COMPANY 31.12.2022 183,911 20,508 35,823 240,243 31.12.2021 172,587 26,241 58,099 256,927 Aging Analysis of “Advances from Clients” amounts in € ‘000 < 1 year 1 - 5 yrs > 5 yrs Total GROUP 31.12.2022 60,728 95,017 11,306 167,051 31.12.2021 100,313 14,096 14,694 129,103 COMPANY 31.12.2022 59,777 93,529 11,129 164,435 31.12.2021 98,543 13,847 14,434 126,825 The following tables provide an analysis of the aging of receivables for the Company and the Group as of 31.12.2022 and the comparable date in 2021. 16 Aging Analysis of “Receivables from Clients” amounts in € ‘000 No arrears In arrears <1 year In arrears >1 year <2years In arrears >2 years Total Not impaired Not impaired Not impaired Not impaired GROUP 31.12.2022 68,400 27,908 15,514 38,440 150,263 31.12.2021 78,897 23,853 13,730 32,534 149,013 COMPANY 31.12.2022 55,741 26,808 14,514 35,105 132,169 31.12.2021 69,415 22.644 8,777 32,352 133,188 Aging Analysis of “Other Receivables” amounts in € ‘000 No arrears In arrears <1 year In arrears >1 year <2years In arrears >2 years Total Not impaired Not impaired Not impaired Not impaired GROUP 31.12.2022 51,261 37,157 13,046 18,794 120,258 31.12.2021 42,876 24,734 8,430 28,123 104,163 COMPANY 31.12.2022 43,453 38,285 13,758 31,182 126,678 31.12.2021 32,780 25,378 9,060 39,473 105,692 g. Cash Flow Risk The Group occasionally makes use of complex financial products in association with the banking sector to hedge the cash flow primarily to specific investments in self-financed projects. The part of the cash flow hedge which was absolutely effective is credited directly to shareholder funds through the Table of Changes in Own Equity of concessionaires, in line with the provisions of the International Accounting Standards. The ineffective part of the gain or loss is charged directly to the income statement of the companies. Therefore, the Group books its share in its consolidated financial accounts according to the respective entries in associated companies, in line with International Accounting Standard 28. h. Forex Risk The Group receives a large part of its revenues from works in international markets, with a significant portion of those revenues coming from countries outside the eurozone. In cases of projects outside the eurozone, the Group makes an effort to match its receivables in foreign currency with payables in the same currency, effectively hedging part of its foreign exchange risk. The Group also carries out, partially at minimum, financial hedging of its receivables and payables in foreign currency through agreements with banking institutions. Sensitivity analysis of Group financial position to potential shifts in foreign currency parities shows that the impact on financial results and shareholder funds of a ±5% variation in the exchange rates which the Group is exposed to amounts to ±€0.74 million at the end of 2022, versus ±€0.43 million in the previous year. It should be noted that the effect on Group results and shareholder funds from exchange rate swings in 2022 was almost exclusively attributed to the US dollar, used in the Group’s ongoing international energy projects, while the UK sterling and the Croatian kuna had a minimal effect. The Group’s overall forex risk exposure is generally limited, as evidenced by the sensitivity analysis data. i. Insurance Risk The Company and its subsidiaries are covered by reputable insurance companies against basic risk arising from their business activity, relating to breakdowns and damages in their technical equipment, personnel accidents, and force majeure events. Insurance coverage is bound to usual terms for each contract and is seen adequate overall. Basic insurance provides full coverage of the undepreciated accounting value of fixed assets against catastrophic and other risks, with an emphasis on technical equipment in Greece and abroad as well as construction projects. Insurance contracts for projects also cover civil responsibility of the Company versus third parties. j. Geopolitical Risk Geopolitical risk is present throughout the Eastern Mediterranean region, the Middle East and Northern Africa Group due to conflicts and unrest linked to the overturning of old political regimes, the rise of new fanatic religious groups, and the conflict for control of natural resources. The Group’s international activity and expansion outside Europe is focused on countries with a reduced geopolitical risk. k. Financial Risk The Group finances its fixed assets with long-term bond loans and its operations with working capital, while also using performance bonds issued by banking institutions to participate in project tenders and guarantee their proper execution to clients. The terms and pricing of those financial products, ie interest rates and bond fees, are determined by international and local liquidity conditions beyond the control of the Group, despite the good relationship maintained with the local banking system. The economic crisis which started at the end of the 2000 decade, squeezed liquidity conditions in the banking sector, and in turn, the construction sector. Total debt for the Group amounted to €307.0 million on 31.12.2022 versus €442.4 million a year earlier, with its long-term segment accounting for 75% of the total in 2022 as opposed to 76% in 2021. At parent company level, total debt amounted to 17 18 €302.0 million at the end of 2022 versus €433.0 million in the previous year. Group liabilities from leasing contracts amounted to €75.8 million on 31.12.2022 versus €53.2 million in 2021. According to the sensitivity analysis of the Group’s debt to potential changes in the Euribor rate, the effect of a ±100 basis point interest rate variation on Group financial results and shareholder funds at the end of 2022 amounts to ±€2.51 million, versus ±€3.81 million in the previous year. At parent company level, the respective effect at the end of 2022 amounted to ±€2.21 million versus ±€3.49 million a year earlier. 3. Dividend Policy Following a prolonged period of non-distribution of dividend due to loss-making performance, Company management proposes to shareholders at the Annual General Meeting for 2022, which is scheduled for 14.06.2023, the distribution of a €0.07 gross dividend per share. 4. Own Shares As of the end of 2022, neither the parent company nor its subsidiaries held any own shares (sovereign stock). The general shareholders meetings of parent company AVAX SA and its subsidiaries have never discussed or voted for a proposal to purchase own shares, and no transactions in own shares have ever been carried out. C. Important Transactions Between the Company and Related Parties The most important transactions of the Company over the 01.01.2022-31.12.2022 period with related parties as per IAS 24, pertain to transactions with subsidiaries, as follows: Group (amounts in € ‘000) Income Expenses Receivables Payables AGIOS NICHOLAOS CAR PARK SA 47 - - - OLYMPIA MOTORWAY OPERATION SA 8,245 - 296 - OLYMPIA MOTORWAY CONCESSION SA 757 - 28 780 RIO BRIDGE OPERATION SA 225 - - - RIO BRIDGE SA 4,132 - 2 - ATHENS RING ROAD SA 8,387 261 1,484 16,029 AEGEAN MOTORWAY SA 10,161 - 74 495 MOREAS SA 4,353 - 383 - SALONICA PARK SA 35 - 13 - POLISPARK SA 10 - 5 - ATHENS CAR PARKS SA 122 - - - METROPOLITAN ATHENS PARK SA - - 0 - BIOENERGY SA 3 - 55 - 19 BONATTI J&P-AVAX Srl 117 - 331 - VOLTERRA A.E. 15,466 1,099 15,000 17,924 ILIA WASTE MANAGEMENT SPV 2,127 - 5,772 6 ILIA WASTE OPERATOR SPV 302 - 574 - PYRAMIS SA - 371 - 429 LIMASSOL MARINA LTD - - 22,581 - J&P (UK) LTD LONDON - - - 31 JCH SERVICES LTD - - - 63 5Ν SA 3 - 151 - ENERSYSTEM FZE - 3,178 - 78 CYCLADES RES ENERGY CENTRE SA 54 - 54 - J/V J&P-AVAX -J&PARASKEVAIDES OV. LTD (JORDAN) 58 - 333 - PROJECT JOINT VENTURES 1,282 - 19,186 9,952 Department Heads and Executive Directors - 3,606 - 675 55,885 8,516 66,323 46,461 Company (amounts in € ‘000) Income Expenses Receivables Payables ETETH SA 6,076 92 992 7,389 TASK AVAX SINGLE-MEMBER SA 190 2,660 - 1,094 AVAX IKTEO SA - 33 - 496 GLAVIAM 4 - 5 - AVAX DEVELOPMENT SINGLE-MEMBER SA 325 - 13,102 3 ATHENA CONCESSIONS SA - - 1 12 ERGONET SA 19 - 22 - MONDO TRAVEL SA (UNDER LIQUIDATION) - - - 71 ATHENS MARINA SA 1,081 - 1,170 45 AVAX CONCESSIONS 306 - 237,949 - VOLTERRA SA 15,466 1,099 16,158 18,823 PSM SUPPLIERS LTD 530 - 44 1,860 AVAX INTERNATIONAL LTD 26 17,540 948 21,581 GAS AND POWER TECH DMCC 271 431 808 - CONSPEL (CYPRUS) LTD - - 324 - BONATTI J&P-AVAX Srl 117 - 331 - OLYMPIA MOTORWAY OPERATION SA 1,830 - 38 - 20 OLYMPIA MOTORWAY CONCESSION SA 424 - 25 780 RIO BRIDGE OPERATION SA 225 - - - RIO BRIDGE SA 4,124 - - - ATHENS RING ROAD SA 20,055 227 - 15,992 AEGEAN MOTORWAY SA 202 - - - MOREAS SA 523 - 12 - POLISPARK SA 4 - 4 - METROPOLITAN ATHENS PARK SA - - 0 - BIOENERGY SA 2 - 55 - ILIA WASTE MANAGEMENT SPV 1,748 - 5,772 6 ILIA WASTE OPERATOR SPV 302 - 574 - PYRAMIS SA - 371 - 429 LIMASOL MARINA SA 14,872 - 22,581 - J&P (UK) LTD LONDON - - - 31 CYCLADES RES ENERGY CENTRE SA 54 - 54 - J/V J&P-AVAX -J&PARASKEVAIDES OV. LTD (JORDAN) 58 - 333 - PROJECT JOINT VENTURES 1,267 - 18,994 9,757 Department Heads and Executive Directors - 1,221 - 391 70,101 23,674 320,294 78,760 D. Explanatory Report of the Board of Directors [in accordance with article 4 of Law 3556/2007, and its amendments] This explanatory report of the Board of Directors contains the information provided for by paragraph 7 of article 4 of Law 3556/2007, and is submitted to the Annual General Meeting of the Company's Shareholders as per the provisions of paragraph 8 of article 4 of Law 3556/2007 and article 188 of Law 4548/2018. Share capital structure of the Company The Company’s share capital on 31.12.2022 amounted to €43,296,454.80 and was split into 144,321,516 common registered shares of a par value of € 0.30 each, carrying an equal amount of voting rights. The Company’s shares are common registered with voting rights, listed on the Athens Stock Exchange in electronic, paperless format. Restrictions on the transfer of the Company’s shares The transfer of the Company’s shares is governed by Greek Law and the Company Charter does not place any restrictions. However, it should be noted that independent non-executive members of the Company's Board of Directors may not hold more than 0.5% of the paid-up share capital, in accordance with article 9 of Law 4706/2020. 21 Furthermore, in accordance with Article 19 of Regulation 596/2014 of the European Parliament and Council, in conjunction with the Commission's Authorized Regulation 2016/522 and the European Commission's Implementing Regulation 2016/523, the persons discharging managerial responsibilities and the persons closely associated with them, are required to disclose transactions that are directly or indirectly conducted on their behalf and are related to the Company's shares or debt securities or derivatives or other financial instruments that are linked to them, amounting to more than €5,000 (an a gross basis, without netting off) each year. Significant direct or indirect participations according to articles 9-11 of Law 3556/2007 According to the Company share register on 24.04.2023, the following shareholders control in excess of 5% of the Company share capital: Shareholder Name Participation Ultimate Beneficial Owners / Natural Persons Konstantinos Mitzalis 16.309%, (additional 0,845% held in a Joint Investment Account) JCGH Ltd 14.327% Members of the Joannou family, including Mr Stelios Christodoulou CSME Holdings Ltd 11.285% Members of the Joannou family Stelios Christodoulou 8.498% Savetrans Holdings Ltd 7.829% Κonstantine Kouvaras & Teresa Kouvaras Honeysuckle Properties Ltd 7.714% Christos Joannou Other Shareholders, <5% each 33.193% Holders of any type of a share granting special rights of control No shares of the Company provide special rights of control. Restrictions on voting rights The Company Charter does not include any restrictions on voting rights. Agreements between Company shareholders The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of its shares or the exercise of voting rights. Rules of appointment and replacement of Board members and amendment of Charter The rules provided for by the Company Charter regarding the appointment and replacement of its Board members as well as the amendment of its Articles do not differ from the provisions of Law 4548/2018. Authority of the Board of Directors or specific Board members to issue new shares or purchase own shares According to the provisions of Law 4548/2018, the Board of Directors of companies listed on the Athens Stock Exchange may be authorised by the General Meeting of their shareholders to increase company capital through the issue of new shares and to acquire up to 10% of their total number of shares through the Athens Stock Exchange for a specific time period. The Company Charter does not make any provisions for this matter that differ from pertinent legislation. There are no outstanding decisions by the General Meeting of Shareholders of the Company for purchasing own shares. The General Meeting of Shareholders on 24.06.2021 approved a three-year programme for the distribution of 4,000,000 shares free-of-charge to specific executives and other staff members of the Company, as well as to specific business associates, in accordance with the terms of article 114 Law 4548/2018 and its amendments. The new shares will be issued using capital reserves of the Company. Up until the publication of this Report, no shares have been issued as part of this programme, as the Board of Directors has yet to decide on this. Important agreements entered by the Company, which will come into effect, be amended or expire upon any changes in the Company’s control following a public offer and the results of this agreement There is no such agreement outstanding. Agreements that the Company has entered with its Board members or its personnel, providing for compensation in case of resignation or release from duties without substantiated reason or in case of termination of their term or employment due to a public offer There are no such agreements outstanding. Ε. Labour and Environmental Issues Group activities are diverse and its operations span several countries outside Greece, employing staff with a wide range of skills, academic background, technical and scientific qualifications. Continuous training is offered to staff of all hierarchical levels, either internally by Group personnel or external trainers, to improve performance and job satisfaction. Personnel are also offered a series of additional benefits, such as a private healthcare plan, on top of established labour rights. The Group’s main activity, construction, is closely linked to the natural environment, both in an urban setting and in remote geographic regions. The Company applies an environmental management system according to the ISO 14001 international standard and is actively supporting the improvement of environmental performance at worksite level, based on the procedures and the policies adopted. 22 23 At the same time, the Group has integrated the principles of Sustainable Development into its strategy, operating under ESG conditions and monitoring indicators that record its performance on issues relating to the environment, social responsibility and corporate governance. In 2018, the Company obtained an ISO 50001 certificate for the implementation of an Energy Management System at its headquarters and at construction sites and submitted an energy report to the Ministry of Environment and Energy in accordance with the following Legislation: Directive 2012/27 / EU, Law 4342/2015, Article 48 of Law No. 4409/2016 (Government Gazette A '136), Decision No 175275 / 22.05.2018 of the Minister of the Environment and Energy (Government Gazette B 1927 / 30.05.2018) 97536/326 / 28.12.2018 Decision of the Minister and the Deputy Minister of the Environment and Energy (Government Gazette B 6136 / 31.12.2018). In addition, the Company in 2019 obtained an ISO 37001 certificate for the Implementation of a Management System against Corruption, and implemented systems which were certified as follows: ISO 27001: 2013 for Information Security Management, ISO 39001 for Road Safety Management, and ISO 22301 for Business Continuity Management. F. Financial and Non-Financial Basic Performance Indicators 1. Basic Group Financial Figures The basic consolidated financial figures of the Group from continuing operations in fiscal 2022 and the preceding four-year period are as follows: amounts in € ‘000 2018 2019 2020 2021 2022 Turnover 538,386 575,927 462,736 592,215 402,709 y-o-y change (20.0%) 7.0% (19.7%) 28.0% (32.0%) Gross Results 31,240 42,588 53,250 31,631 20,872 y-o-y change (15.1%) 36.3% 25.0% (40.6%) (34.0%) Profit / (Loss) pre tax (8,345) (11,237) 7,140 (26) 18.543 y-o-y change (254%) 34.7% (1635%) (100.4%) - Net Profit / (Loss) after tax (24,460) (17,625) 10,475 2,007 12,916 y-o-y change (132%) 27.9% (159.4%) (80.8%) 543% Note: Some data are restated for comparability purposes due to discontinuation of operations The performance of the Group on a consolidated basis from continuing operations in fiscal 2022 and the comparative year is defined according to the following ratios: 2022 2021 Explanation Financial Structure Indicators 24 Current Assets / Total Assets 49.0% 46.7% Allocation of assets Fixed Assets / Total Assets 43.1% 40.7% Shareholder Funds / Total Short- and Long- term Liabilities 16.8% 10.2% Capital Leverage Total Short- and Long-term Liabilities / Total Liabilities 85.6% 90.8% Allocation of Liabilities Shareholder Funds / Total Liabilities 14.4% 9.2% Shareholder Funds / Fixed Assets 33.4% 22.7% Funding of fixed assets by shareholder funds Current Assets / Short-term Liabilities 102.5% 112.1% Liquidity ratio Financial Performance Indicators Pre-tax results / Turnover 4.6% 0.0% Pretax profit margin Pre-tax results / Shareholder Funds 12.0% 0.0% Return on Equity Gross Result / Turnover 5.2% 5.3% Gross profit margin 2. Financial Results 2022 The activity of the energy sector is classified as discontinued operation in the financial results of 2022 due to the decision to sell 100% subsidiary Volterra. More specifically, the discontinued operation in 2022 had a turnover of €394.2 million, producing a €27.0 million net profit after tax and €27.7 million EBITDA. The Group continues to charge depreciation for subsidiary Volterra’s fixed assets as it still makes use of them. 2022 financial results were burdened with extraordinary and non-operating charges due to write-off of doubtful receivables and other provisions amounting to €6.5 million, while in 2021 the corresponding charge for write-offs had amounted to €15.7 million. Consolidated turnover from continuing operations fell to €402.7 million in 2022 versus €592.2 million in 2021, due to delays in the start of new projects awarded to the Group since the end of 2021 in relation to the scheduled delivery of some large projects, mostly outside Greece. The gross profit of consolidated results from continuing operations amounted to €20.9 million in 2022 compared to €31.6 million in 2021, with the relative profit margin reaching 5.2% versus 5.3% in 2021. The drop in gross profitability is due to the lower revenue, nevertheless the Group managed to maintain its gross profit margin at satisfactory levels despite the increased cost of projects under construction as a result of price hikes in building materials and fuel. The net after tax result of the Group from continuing operations in 2022 was a €12.9 million profit versus a €2.0 million profit in 2021. Taking discontinued operations into account, the total net profit for the Group in 2022 reached €39.9 million versus a €12.4 million loss in 2021. The EBITDA result, ie earnings before taxes, financial expenses and depreciation, from continuing operations of the Group turned in a €58.2 million profit in 2022, up from €51.0 million in the previous year. On an adjusted basis, including amongst others the €39.1 million capital gain from the sale of subsidiary Volterra’s RES portfolio, the EBITDA result for 2022 amounts to a €82.3 million profit. Net financial cost for the Group decreased to €20.7 million in 2022 from €22.3 million in the previous year, in line with the trend of total Group debt, including leasing, which fell from €495.5 million at the end of 2021 to €382.8 million at the end of 2022. Group net debt decreased to €220.4 million at the end of 2022 from €328.3 million a year earlier, as a result of the significant drop in debt which was only partially mitigated by the reduction in cash and restricted deposits during the year. During 2022, bank debt fell €131.0 million at Company level, whereas the corresponding figure for the Group was a drop of €135.3 million. Management places particular emphasis on careful management of cash planning, but at the same time investments are constantly made mainly in concession projects, while significant working capital is required for the start of new projects. The reduction of bank debt is a priority for Group management, making use of part of the proceeds from the sale of non-core assets and holdings, as well as dividends from its concession participations. Its should be noted that the Group’s total debt in the last couple of years has been reduced from €557 million at the end of 202 to €307 million at end-2022, with further reduction planned for 2023. According to the parent company and consolidated financial results for the year 2022, the Company covers the financial ratios of liquidity, capital adequacy and profitability included in the contracts signed with Greek banks for the issuance of syndicated bond loans. On 31.12.2022, the Group classified €85.1 million worth of assets in its balance sheet as group of assets held for sale due to the discontinuation of the energy business segment, according to IFRS 5, versus €150.3 million at the end of 2021. Correspondingly, it classified €62.4 million worth of liabilities as a group held for sale, as opposed to €148.3 million in the previous year. Shareholder funds of the group of assets held for sale amounted to €22.6 million at the end of 2022, versus €1.9 million a year earlier. The main current asset items of the balance sheet, such as receivables from clients and construction contracts, did not exhibit major moves during 2022 as the Group continues its policy of recording significant provisions in each fiscal period. Restricted deposits of the Group are owned by the Branch of the parent company in Iraq and register a drop in line with the progress of the energy project in Baghdad. 25 26 The value of the Group's participations in concessions and PPPs was reduced during 2022, reaching €295.5 million at the end of the year compared to €340.4 million in 2021, mainly due to the sale of the participation in the concessionaire and the operator of the Rio Bridge. For detailed information purposes, it should be noted that the valuation of investments in concessions in the non-consolidated accounts of the Company is recorded at their fair value, as per independent appraisal reports. In consolidated Group accounts, these investments are consolidated using the equity method, except for participations below 20% (Moreas Motorway and Olympia Motorway, which are also recorded in the consolidated balance sheet at their fair values). As a result, at the end of 2022, a fair value of €130.2 million, corresponding to the difference between the fair value of consolidated concessions and their equity value, is not recorded in the consolidated accounts because participations (except those two mentioned above) are consolidated using the equity method. The Group’s financial results for 2022 are broken down by business segment as follows: amounts in € ‘000 Construction Concessio ns Other Activities Total [continuing operations] Discontinued Operations Net Sales 375,438 4,789 22,482 402,709 394,240 Gross Profit 15,526 1,668 3,678 20,872 12,490 Operating Profit 982 37,339 967 39,287 26,526 Financial Results (20,744) 1,265 Pre-Tax Profit / (Loss) 18,543 27,791 Tax (5,627) (824) Net Profit / (Loss) 12,916 26,966 Depreciation 10,057 1,378 969 12,404 157 Adjusted EBITDA 41,671 38,717 1,935 82,324 27,655 The Group’s financial results for 2022 are broken down by geographic region as follows: amounts in € ‘000 Greece Internationa l Markets Total [continuing operations] Discontinued Operations Net Sales 267,562 135,147 402,709 394,240 Gross Profit 64,574 (43,703) 20,872 12,490 Operating Profit 91,971 (52,684) 39,287 26,526 Financial Results (20,104) (640) (20,744) 1,265 Pre-Tax Profit / (Loss) 71,867 (52,324) 18,543 27,791 Tax (2,598) (3,029) (5,627) (824) 27 Net Profit / (Loss) 69,269 (56,352) 12,916 26,966 Depreciation 10,017 2,387 12,404 157 Adjusted EBITDA 127,233 (44,909) 82,324 27,655 At parent company level, turnover in 2022 was lower compared to the previous year. Turnover reached €361.4 million in 2022 versus €560.9 million in 2021. Gross profit amounted to €15.4 million in 2022 from €18.1 million a year earlier, with the cost of sales reaching €346.0 million in 2022 versus €542.8 million in 2021. Despite the broader pressure on the cost of sales due to the significant price inflation in building materials, equipment, fuel and freight cost which started in 2021, the gross profit margin of the Company improved to 4.3% in 2022 from 3.2% in 2021. Income from participations for the parent Company was higher in 2022, reaching €57.3 million versus €18.9 million in 2021, due to the receipt of increased dividends from concessions for the previous year as well as gains from the sale of participations. Earnings before interest, tax and amortization for the parent company recorded an €89.3 million profit in 2022 versus €20.1 million a year earlier, bolstered by the afore-mentioned capital gains. 3. Activity per business segment Construction The Group's construction sector recorded reduced activity, mainly in the first half of 2022, as the start of new projects awarded to the Group since the end of 2021 was delayed in relation to the scheduled delivery of some large projects, mostly outside Greece. The main reason for the delays, lasting several months, in the auctioning procedure by many project owners was the revision of the budgets of planned projects, on the back of significant price increases in construction materials, transport costs and fuel since the end of 2021 which were also present in 2022, albeit to a smaller extent. The reduction in the Group’s construction activity is temporary and is expected to be reversed from the beginning of 2023 as construction sites are already being installed on new projects, and the procedures for signing other contracts in tenders that the Group has reduced are moving forward. Energy & Industrial (Power Plants & LNG) During 2022 the Group delivered a number of large projects, such as the design & construction of a 1,650MW power plant in Iraq and the IGB natural gas pipeline connecting the Greek and the Bulgarian natural gas networks, while continuing works on the design & construction of an exhaust gas desulphurization system at the 375MWe Lignite-fired Unit V of the Aghios Dimitrios power plant in Northern Greece. The Group hopes that the experience from ongoing projects, as well as those recently completed, such as the TAP gas pipeline in Northern Greece, the LNG terminal in Malta, the earlier 1,500ΜW power plant in Iraq, and the 3rd LNG tank on Revythousa Isle, will help its bidding success for other similar projects, mainly in international markets where the demand for design & construction by specialized manufacturers is very high. Recent developments in the energy market and the pressing need of western economies to reduce their dependence on Russian natural gas imports is expected to give a significant boost to the construction of LNG terminals and storage facilities, and even more natural gas pipelines. Concessions The Group’s financial statements include small amounts of revenue from the concessions and PPPs in which it participates, because it does not fully consolidate them, except for the Athens Marina. The Group's 2022 results include the share of profits from related companies for its participation in concessions and PPPs, such as the Athens Ring Road, the Aegean Highway, the Olympia Highway, the Morea Highway, etc. Following the sharp drop in traffic caused by the imposition of administrative measures in March 2020 to deal with the covid-19 pandemic, traffic on road concessions showed recovery in 2021 and 2022. Traffic volumes on the country's road axes currently have returned to or and exceed the levels of 2019, which are used as a benchmark for the pre-covid-19 period. It should be noted that the concessionaire companies, whose financial results were negatively affected by the traffic ban measures, have received compensation for foregone revenue in accordance with the provisions of the relevant concession contracts, with the exception of Athens Ring Road, for which the compensation process is still pending. Especially on the Athens Ring Road, toll crossings in 2022 were up by 0.3% compared to 2019 and 12.5% compared to 2021, with traffic recovering at an increasing pace towards the end of the year. Average daily traffic on the Athens Ring Road in 2022 amounted to approximately 237 thousand vehicles, compared to approximately 210 thousand in 2021, 180 thousand in 2020 and 236 thousand in 2019. It is worth noting that toll revenues on the Athens Ring Road exhibit a superior rate of recovery relative to traffic. During the first quarter of 2023, average traffic volume in the Athens Ring Road is up around 9% relative to the comparative period of reference year 2019, while toll revenues register double-digit percentage growth. Real Estate The Group’s real estate business is carried out through subsidiary AVAX Development SA, which during the financial crisis focused on pushing forward with licensing and permitting procedures for some privately owned land in Greece and abroad, and occasional sales of the available homes developed in the past. AVAX Development is currently engaged in the development of a 2,200 sq m plot of land owned by AVAX, to build a residential complex in the southern suburbs of Athens, and the planning and development of holiday home complexes in Chania, Crete. The company participates with a 15% stake, in collaboration with Dimand SA, in the development project of a plot of 18,730 square meters in Neo Faliro for the construction of building complexes of 57,450 square meters for mixed residential and commercial use, overlooking the Saronic Gulf and very good transportation accessibility. The company also monitors the developments for the participation in the development projects of Ellinikon, in combination with parent AVAX and international partners. Facility Management 28 29 The Group is active in facility management with success through its subsidiary Task J&P-AVAX SA, which boasts a good clientele base in the private and the public sector. The company offers a wide range of services for managing and maintaining business installations, corporate offices and buildings. The outlook is positive because the targeting of the client base reduces doubtful receivables and is based on long-term contracts and relations with clients. G. Alternative Performance Measures This Financial Report features some «Alternative Performance Measures», based on the ESMA Guidelines on Alternative Performance Measures dated 05.10.2015), besides the International Financial Reporting Standards which derive from the Group’s financial statements. APMs are not a substitute for other financial figures and financial indicators of the Group which are calculated according to IFRS, rather they serve the purpose to allow the investment public to get a better understanding of the Group’s financial performance. APMs aim to enhance transparency and promote the usefulness and fair and complete information of the investing public, by providing substantial additional information, excluding elements that may differ from operating results or cash flows. The APMs used in the Group’s Annual Financial Reports are as follows: 1. Earnings before interest, tax, depreciation and amortization (EBITDA) amounts in € ‘000 GROUP COMPANY 2022 2021 2022 2021 Pre-tax Earnings, from continuing operations (Α) 18,543 (26) 55,975 (24,437) Financial Results (Β) (20,744) (22,254) (18,648) (19,931) Investment Results / Adjustments for non-cash items (C) (6,537) (15,734) (6,537) (15,734) Depreciation (D) 12,404 13,021 8,129 8,853 EBITDA, from continuing operations (Α - Β - C + D) 58,228 50,983 89,289 20,081 Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) are defined and calculated according to Circular #34 of the Capital Markets Commission, as follows: Earnings before tax, financial and investment results and total depreciation (EBITDA) = Profit / (Loss) pretax earnings +/- financial and investment results + Total Depreciation (of tangible and intangible assets). EBITDA is widely used by financial analysts and banks to evaluate the capacity of corporations to service their debt out of generated cash flow. 2. Capital Leverage Ratio 30 amounts in € ‘000 GROUP COMPANY 2022 2021 2022 2021 Net Bank Debt, excluding project financing and non-bank leasing IFRS 16 (Α) 220,423 328,274 219,957 323,160 Shareholder Funds (Β) 154,910 110,418 295,530 304,160 Capital Leverage [ Α / Β ] 1.42 2.97 0.74 1.06 The capital leverage ratio is calculated as the ratio of the total of Short-term and Long-term loans at year-end to Total Shareholder Funds at year-end. This ratio examines the relationship between loans and own equity to assess whether the business is adequately capitalized or exhibits excessive exposure to bank loans and borrowed capital. Net bank debt calculations exclude project financing and non-bank leasing to offer a more realistic view of Group liabilities for continuing operations. 3. Net Financial Liabilities (Net Debt) amounts in € ‘000 GROUP COMPANY 2022 2021 2022 2021 Bond Loans (228,278) (333,380) (228,278) (330,923) Project Financing (650) (1,505) (650) (1,428) Long-term Loans – due in next 12months (47,436) (50,050) (47,436) (47,495) Leasing (75,782) (53,161) (46,500) (26,139) Short-term Loans (30,685) (57,429) (25,642) (53,151) Total Debt (Α) (382,831) (495,525) (348,506) (459,136) Cash & Restricted Deposits, from continuing operations (Β) 86,626 114,091 82,049 109,837 Net Financial Liabilities (Net Debt), from continuing operations (Α + Β) (296,205) (381,434) (266,457) (349,299) Net Financial Liabilities (Net Debt) are calculated by subtracting Cash & Restricted Deposits from the total of Short-term and Long- term Loans and Leasing. As a performance indicator, net debt gives an immediate view of the capacity of a business to repay all or part of its debt making use of its cash and equivalent and restricted deposits. 4. Free Cash Flow amounts in € ‘000 GROUP COMPANY 2022 2021 2022 2021 Operating Cash Flow, from continuing operations (Α) 13,056 53,540 85,164 73,936 Net Investment Cash Flow, from continuing 104,368 75,058 41,010 29,119 31 operations (Β) Free Cash Flow, from continuing operations (Α + Β) 117,424 128,598 126,174 103,055 Free Cash Flow is calculated by adding Operating and Net Investment Cash Flow, to provide an indication of the cash generated by a business due to its operation after paying for investments in assets. Positive free cash flow allows for financing of new activities to expand the business and relax debt, while a free cash outflow must be matched by new equity injected by shareholders or borrowing from the banking system. 5. Interest Coverage Ratio amounts in € ‘000 GROUP COMPANY 2022 2021 2022 2021 EBITDA, adjusted (Α) 82,324 50,983 89,289 20,081 Net Financial Cost (Β) 20,744 22,254 18,648 19,931 Interest Coverage Ratio ( Α / Β ) 3.97 2.29 4.79 1.01 The interest coverage ratio reflects the capacity of the Company to meet the current cost of servicing its debt through the production of operating profitability. The above calculations show the adjusted EBITDA of the Group and the Company to provide a more realistic representation of liabilities relating to continuing operations. H. Expectations & Prospects for 2023 Having recorded a growth rate of the Gross Domestic Product (GDP) of 5.9% in 2022, the Greek economy is expected to continue to expand in 2023, despite an adverse backdrop of rising interest rates, stagflation and continuing search for alternative sources for hydrocarbons, in the context of energy independence from Russia. According to official projections by international institutions, Greece's GDP growth rate for 2023 is estimated in excess of 2.0%, taking into account the deterioration of the business confidence climate and the observed volatility in financial markets due to the uncertain time horizon for the end of the conflict in Ukraine. Developments in the energy market and the effects of the Russian invasion in Ukraine constitute a significant burden on economic growth, putting pressure on Greece's fiscal capacity. Essentially, the major challenge for the governments of Western economies is to effectively support the disposable income of households, while reducing inflationary pressures, due to the ongoing crisis in energy markets and the revaluation of basic food and industrial products. In particular, as regards the AVAX Group, in 2023 it is estimated that a further improvement in financial performance will be recorded, with a dynamic growth of the construction activity and a strengthening of profitability, given the growing work-in-hand and the superior profitability characteristics of the projects signed recently. At the same time, the Group continues to participate in tenders for public works and private self-financed projects of significant value in Greece, as well as highly specialised energy- 32 related projects in international markets. Group management feels that the long period of financial austerity and non-distribution of dividend due to loss-making years has passed, opening up positive prospects for the reward of shareholders due to sustainable recovery of financial results on a long-term horizon. I. Important Developments & Events past the Balance Sheet Date (31.12.2022) and up to the date of approval of this Report Contract signed for Bralos-Amfissa Roadwork In February 2023, the Company signed a contract for the construction of the Bralos-Amfissa road section in central Greece, worth €207.2 million. That road section is one of the most technically challenging parts of the Lamia-Itea-Antirrio diagonal road axis and marks the start for similar works in the future for other sections requiring upgrading. Important Change in Shareholders / Voting Rights A block of 12,263,889 shares (8.5%) and voting rights of the Company was transferred from MMLN 12 Limited, which is fully- owned by Mr Stelios Christodoulou, to his personal investment account. Following the transaction, the control of the afore- mentioned shares and voting rights by Mr Christodoulou became direct as opposed to indirect. Η. Non-Financial Reporting The principles of Sustainable Development are an integral part of the philosophy governing the corporate conduct of AVAX and are recognized as a source of value creation. The goal of the Company is, through its activities, to create added value for all its stakeholders. Business model In its business model and strategy, AVAX has integrated factors such as the immediate response to market trends and customer needs, maintaining excellent relationship with its partners, as well as the implementation of technological innovations. Through these practices, the Company aims to improve its corporate performance and create value for all stakeholders. The individual elements of AVAX’s business model are analysed as follows: Main activities The Company’s main activities are construction and management of concessions such as marinas, highways, etc. With regard to construction, AVAX has a wide portfolio of varied complexity which is distinguished into 3 categories: a) building projects, b) infrastructure projects and c) energy projects. The erection of buildings falls into the first category, while highway, railway, etc projects are included in the second. Finally, energy concerns natural gas pipeline projects and power plants. Critical partnerships To successfully complete its projects, the Company develops collaborations with specialised partners in various business segments and geographical areas. The owners of the projects and the other members of joint ventures for the implementation of large projects are critical partnerships. During construction, various suppliers of raw materials and related technical equipment play an important role, while external designers and engineers may contribute to other areas of the project. The Company also cooperates with national and international system certification authorities. Basic resources For the successful completion of its projects, the Company uses highly specialised personnel as well as advanced machinery, technical equipment and other raw materials depending on the needs of each project. Coordination of all teams and tasks is carried out utilising AVAX’s modern systems. Cost structure The main costs arising from the operation of the Company concern the acquisition and maintenance of the mechanical equipment, the payroll and benefits of employees and construction materials. In some cases, the Company also acts in support of local communities in the areas where the projects are implemented, especially in cases of large-scale projects that reshape the landscape of an area. Customer categories The Company's clients are mainly government agencies or large private entities such as other construction companies or international houses. These organisations are active in the field of large investments and infrastructures, which is precisely the area of interest of AVAX. Communication channels with customers The main communication channels of AVAX with its customers are the various international exhibitions, conferences and presentations in which it participates or organizes, in Greece and abroad. The Company's communication department is responsible for managing external communication. In addition, on the AVAX website, there is a special "Contact" section, with the aim of collecting any proposals or requests from interested parties. Revenue structure The Company's revenues come mainly from construction activities, as well as management of concessions. Thus, AVAX has income from participations in joint ventures from public as well as private construction projects in Greece and international markets. Competitive advantages AVAX’s highly qualified and specialised human resources with the experience and know-how gained and developed in each project, both in Greece and internationally, is its greatest competitive advantage. At the same time, the Company's certified management systems based on international standards promote efficiency and safety across all activities. The strategic approach of the Company is reflected in the axes of Sustainable Development which have been set, as follows: 33 34  Expertise, specialisation and responsible market activity: AVAX aims to satisfy its customers by offering high quality construction services. It undertakes demanding, large-scale projects and invests in innovative equipment and know- how, improving its position in the constantly evolving and competitive business environment.  Employee care: AVAX offers opportunities for continuing education and development to employees, implements fair remuneration policies and does not allow discriminations. The Company observes all necessary measures for the health and safety of employees, in all its activities, while emphasising the development of a safety culture.  Environmental responsibility: The Company, with absolute respect for the natural environment, carries out systematic actions to minimize its environmental impact, in all activities and projects it undertakes. Applying the principle of prevention, it implements programmes for the optimal management of resources, the proper management of waste, but also the increasing awareness of employees on those issues.  Social contribution: The Company plans and implements actions meeting the basic needs of vulnerable social groups and local communities, near the work sites and areas of operations. It also encourages volunteering and supports matters of interest regarding education, culture, environmental protection and social welfare. Management of Sustainable Development Issues - Policies and Systems Based on Transparency in all transactions, with respect for the Environment, rational use of Energy and care for Health and Safety, AVAX incorporates its values across the spectrum of its activities. Along with its economic development and uninterrupted operation, it has developed mechanisms and implements procedures for the effective management of sustainable growth issues. In particular, it has established specific policies and implements appropriate management systems that support responsible operation and determine how the Company's objectives are achieved. Specifically, AVAX, among others, has established and implements the following policies and codes:  Internal Operating Charter  Occupational Safety and Health Policy  Environmental Policy  Energy Management Policy  Quality Policy  Code of Ethics and Conduct  Anti-Bribery Policy  Road Safety Policy  Data Security Policy  Business Continuity Policy Detailed information regarding the Company's policies can be found on the corporate website: https://avax.gr/dilwseis-politikis-etairias/ 35 The integrated management of important Company issues is carried out through the Management Systems being implemented. The following certified systems are applied across all Group activities:  Quality Management System, according to the ISO 9001 standard  Environmental Management System, according to the ISO 14001 standard  Occupational Health and Safety System, according to the ISO 45001 standard  Energy Management System, according to the ISO 50001 standard  Anti-corruption management system, according to ISO 37001  Road Safety Policy, according to ISO 39001  Business Continuity Policy, according to ISO 22301  Data Security Policy according to ISO 27001 With all issues pertaining to sustainability and sustainability coming increasingly in the spotlight, AVAX set up in 2021 an ESG / Sustainable Development Committee, comprising executives of the main departments of the Company. The aim of the committee is to have a systematic and in-depth approach to relevant issues, effectively monitoring and improving the socio-economic footprint caused to the economy and society by its direct, indirect and induced activities and its construction projects. In addition, the Company has a Corporate Social Responsibility team, which monitors and records the annual action plan on sustainability issues and submits proposals, with the aim of creating value for all stakeholder groups. The following sections summarize the results of the policies and procedures implemented by AVAX, citing relevant reports on its environmental and social performance (presentation of relevant non-financial indicators). Contribution of AVAX in Global Sustainable Development Goals The Company, through its activity and projects, contributes substantially to the achievement of some of the Global Sustainable Development Goals (SDGs), to tackle the latest challenges. AVAX aims to contribute to their fulfilment through its projects, the recognition of its essential issues and the monitoring of specific indicators. In particular, the Global Goals in the achievement of which the Company can contribute positively to each axis of Sustainable Development, are: Pillar E : Environmental issues AVAX's commitment to continuous improvement of its environmental performance is based on the adoption of an environmental policy and the implementation of an integrated environmental management. To implement its environmental policy and achieve the objectives deriving from it, the Company applies an Environmental Management System which is certified according to ISO 14001. In this context, it develops and implements environmental programmes, while at the same time it systematically invests in infrastructure for environmental protection. In all projects, from construction to restoration and recovery stage, all issues related to the environment and its protection, constitute a top priority for the Company. In this context, we take care of the education and continuous updating of the employees on environmental issues, while also implementing specific actions to effectively manage the environmental impact. Moreover, AVAX implements an Energy Management System according to the ISO 50001 standard, for all its activities. Taking into account the international initiative of the Greenhouse Gas Protocol, the Company records, controls and engages in actions to reduce energy usage (e.g. replacement of older lamps with newer LED technology, installation of electricity monitoring meters, employee awareness programme, etc.) Based on the principle of prevention, the Company makes every possible effort to reduce its impact on the natural environment, implementing specialised actions in every project it undertakes. AVAX systematically records and monitors energy consumption, direct and indirect emissions as well as water usage. Specifically, water used during the construction processes is sourced from the water supply network of the respective area as well as from boreholes. Based on the Company's Environmental Policy, procedures are applied for setting Environmental Objectives, which are clear, measurable, attainable and time-bound. By operating in this way, the Company recognises in a timely manner the environmental impacts that may arise and manages them effectively. In particular, regarding the proper management and reduction of energy consumption, the Company's approach includes its certification based on the international standard ISO 50001 and the Energy Management Policy, which is implemented since 2020. Based on this, AVAX is committed, among others, for:  Achievement of continuous improvement in energy performance and the Energy Management System of the Company  Establishing and reviewing goals and objectives in matters pertaining to energy management  Contribution to tackling climate change, by improving energy efficiency and saving natural resources throughout the life cycle of the Company's services  Supply of high energy efficiency products and services  Planning for improvement of energy efficiency  Continuous education, training and motivation of the staff, in matters of energy management  Continuous monitoring, analysis and evaluation of the energy performance and the Energy Management System of the Company 36 37 Environmental management in all projects The large scale of AVAX’s projects requires plans and procedures for managing potential environmental impact as a result of its operations in each area. AVAX implements regular inspections on all technical equipment and vehicles used for leaks, and updates staff regarding the plans and actions to deal with those incidents. In the event of an environmental incident, the Company immediately puts into operation the relevant action plan and the coordination of the Emergency Situation Team (EST). ESTs usually consist of 4 or 5 employees in each project, including the Project / Team leader. The Environmental Engineer and the project manager contribute to the proper management of incidents by guiding and coordinating the ESTs. They also take all necessary measures to ensure the termination / resolution of the incident or the containment of its extent. In addition, the energy consumption, direct and indirect emissions, as well as the usage of water are systematically recorded and monitored in all Company projects. The water used during the construction of projects is sourced from the water supply network of each area, boreholes, etc. Finally, waste management (hazardous and non-hazardous) is carried out only in cooperation with properly licensed management companies. Pillar S : Social & Labour issues Company employees are the most important asset in its operation and development. Coupled with the effective implementation of its policies, the Company implements a Code of Business Conduct and Ethics, which defines the framework of its operating principles and comprises the basic tool for the formation of a unified corporate culture. In this context, the Company places particular emphasis on:  hiring personnel through selection and evaluation systems governed by meritocracy, according to the needs and demands of each work area  provision of equal opportunities in education and career development to all employees  merit-based and objective evaluation of employees  effective management of health and safety of its employees, and promotion of a prevention culture  protection of all employees and associates from the implications of the covid-19 pandemic Key data on human resources * Electric energy consumption (MWh) 2021 2022 2022 vs 2021 Head Quarters 2,070 1,713 -17.2% Central Plant Maintenance Workshop 75 75 0% Gender Distribution of human resources (employees) 2021 2022 Men 761 848 Women 172 225 38 * data relating to the Company AVAX cares for improving the quality of life of its employees through the provision of benefits, which function as a means of strengthening the relations between human resources and the Company. In addition to agreed remuneration, the Company offers a series of additional benefits, based on equal treatment, to all categories of employees, including:  private medical care for all employees and their family members  interest-free loans and payroll advances to deal with emergencies  blood bank through a regular voluntary blood donation program for employees and their family members  subsidy for post-graduate studies  distribution of face masks and antiseptic lotions on a monthly basis  weekly visit by medical staff Depending on the position and hierarchical level of staff members, the Company has also adopted a policy providing for mobile telephony, travel and transportation expenses (eg corporate car fleet, e-pass). Education and development AVAX supports the continuous development and systematic upgrade of the skills of its employees and offers the possibility of training through inhouse and inter-company seminars, postgraduate programmes and participation in conferences. The topics of the educational programmes focus mainly on issues of environmental project management, implementation of quality programmes, security measures, first aid, risk management, as well as issues related to information on personal data protection (GDPR). Total 933 1.073 % women in total human resources 18.5% 21.0% Age distribution of human resources (employees) 2021 2022 < 30 years old 51 88 30 – 50 years old 508 514 > 50 years old 374 471 Gender Distribution of human resources (project engineers) 2021 2022 Men 168 167 Women 37 40 Total 205 207 Age distribution of human resources (project engineers) 2021 2022 < 30 years old 3 2 30 – 50 years old 125 113 > 50 years old 77 92 39 In addition, by actively supporting the new generation, AVAX provides the opportunity to young people for completing their degree internship at its facilities, with the aim of getting acquainted with the work environment, training and gaining work experience. Equal opportunities and respect for human rights Establishing a working environment of equal opportunities free of discriminations, where all employees enjoy the same rights and are treated fairly, is a core value of the Company. The Company incorporates in its corporate values the 10 Principles of the United Nations’ Universal Pact which include in particular the protection of human and labour rights, the safeguarding and promotion of prosperity at all ages, gender equality, the reduction of inequality within and among countries. AVAX’s Code of Business Conduct and Ethics refers to the above values and gives guidelines to employees by cultivating Respect and Protection of Human Rights. Health and Safety at work An integrated Occupational Health and Safety Management (OHSM) system, certified according to international standard ISO 45001, is used to effectively manage relevant issues. The perpetual goal and commitment for all is the continuous and daily effort to minimise accidents at work, in all construction sites and areas of activity of AVAX. To this direction, the Company consistently invests in training, security upgrade projects, medical services, etc. Through its OHSM at work and the ultimate goal of "zero accidents", the Company implements a specific incident management procedure, to establish an effective mechanism for the management of accidents which may occur during works at construction sites or at other facilities. In addition, the Safety Manager at each construction site is responsible for health and safety issues, carrying out inspections at the facilities, taking care of training of employees, as well as resolving any issues that arise, always in collaboration with the site manager. The Company places great importance on training and participation of its employees in related issues. To monitor and evaluate performance in the field of health and safety at work, the Company uses internationally applicable and measurable indicators. LTIFR: Lost time incident rate (number of incidents / safety events resulting in absence from work for a full day per 10 6 work hours) SR: Severity rate (number of days in absence per 10 6 work hours) * data relating to the entire Company (installations and projects ongoing at reporting date) Social issues The social commitment of AVAX is evident in all its actions and strengthens the responsible way in which it operates, enhancing both its business development and the production of value to its stakeholders. The Company supports local communities and develops relationships for collaboration, to identify the needs and concerns of their residents at an early stage. The Company also Health and Safety Indicators * 2021 2022 Lost Time Incident Frequency Rate (LTIFR) 2.06 7.12 Severity rate (SR) 16.12 134.80 Mortal incidents 0 0 supports vulnerable social groups and provides sponsorships and donations to both organizations and various actions of local communities, covering a significant range of needs. In particular, the social actions of the Company are distributed in the following axes:  supply of PCs and tablets to the “Child’s Smile” (charitable organisation for youngsters)  renovation of a hospitality facility of the “Child’s Smile” in northern Athens  supply of heating oil to the “Child’s Smile” hospitality facilities  supply of tablets, PCs and examination beds for the primary school of ELEPAP (charitable organisation for youngsters with special needs) Through its activity, the Company produces multiple benefits for the society. In addition to remuneration in salaries and other benefits to its employees, it pays the corresponding taxes and contributions to the state, while also making continuous investments and payments to suppliers of materials and services. That way, the overall positive impact of the Company on the local as well as the wider community is very significant. Customer relations The long-term relationships of trust that AVAX has developed with its customers both domestically and internationally, as well as their high levels of satisfaction past the completion of the projects, are one of the key components of its successful course. Most projects must meet specific conditions and requirements set by the clients/project owners themselves. In addition, upon delivery of public works, a protocol of good project execution is sent, as the Company is interested in recording their satisfaction. Any complaints that may arise are communicated directly to Project Managers, responsible for each project, via e-mail and / or telephone. An important element for the successful outcome and delivery of the projects, is also the excellent selection of suitable associates (designers, architectural offices, civil engineers and collaborators of other specialties). AVAX expects from all partners, as well as members of consortiums to share its values and comply with legislation. Quality assurance AVAX develops policies and procedures for all its activities, controls the effectiveness of their implementation and takes corrective action for improvement. The Company implements a Quality Policy, which supports an efficient and effective Quality Management System, in accordance with the requirements of the international standard ISO 9001. The Management System is designed to cover all management functions of the Company and has, among others, as a goal:  Maintaining and improving its reputation for the quality management of its operations  The execution of projects in accordance with the requirements and expectations of customers, always in accordance with applicable regulations, standards, legislation, etc  The utilisation of the acquired know-how and the exploration of the knowledge through systematic training of employees Responsible supply chain management 40 41 AVAX 's relations with suppliers and subcontractors throughout the Company's range of activities and operations are in accordance with the principles of fairness, transparency, trust, honesty and integrity. As the promotion of customer relations and the continuous improvement of services is a priority for AVAX, the Company places special emphasis on its relationship with suppliers and great importance in their selection, as well as the supply of materials from local suppliers, where possible. In this context, the Company has adopted and implements a procurement procedure. The Company is selective on its suppliers, aiming to build long-term relationships with them. In addition to raw materials, the Company purchases mechanical equipment, necessary for the execution of projects. The acquisition of mechanical equipment is described in the relevant procedure for managing machinery, promoting the environmental performance in terms of their maintenance and efficient usage in ongoing projects. The precise specifications of both raw materials and mechanical equipment are clearly stated by the customer / project owner for each project carried out by the Company. In this context, the implementation of the procurement procedure by the Company ensures that the materials incorporated in projects always meet the respective specifications. Evaluation of suppliers: Suppliers of raw materials and mechanical equipment, as well as mechanical equipment, who have not conducted prior business with the Company, are evaluated for the first time through a questionnaire with specific evaluation criteria. If their evaluation is positive, they are registered as approved suppliers in the Company's ERP. During 2022, 74 suppliers were evaluated, based on labour and social criteria (percentage of total 12.1%). Τhe selection and monitoring of the performance of subcontractors is implemented through a management process which includes their evaluation and their registration in the Company's ERP. Depending on the requirements of the projects and the critical status of works, stage-2 inspections of the projects may be carried out at worksites by quality inspector engineers. It is worth noting that 60-70% of the Company’s larger suppliers (suppliers of concrete, metal parts, asphalt) have adopted Sustainable Development practices in all their activities. Pillar G : Corporate Governance Auditing of the adequacy and efficacy of the Internal Auditing System of the Company and its most significant subsidiaries was completed in March 2023 by a certified auditing firm, in accordance with the provisions of article 14 of Law 4706/2020 and the Decision 1/891/30.09.2020 of the Board of Directors of the Capital Market Commission. According to the audit, no essential elements of weakness of the Company's Operating Charter emerged, but several areas were pointed out as requiring improvements. In this context, the Operating Charter of the Company and its subsidiaries will immediately be put in the process of updating and updating, in accordance with the provisions of Law 4706/2020, in order to be officially approved by management. Effective Risk management 42 AVAX operates in an economic and social environment characterised by a variety of risks, both financial and non-financial. In this context, it has established procedures for the control and management of both financial and non-financial risks. Amongst others, the Company has identified the following risks:  Environmental risks  Health & Safety hazards  Compliance risks  Systemic risks  Geopolitical risks Management of these risks is considered very important by the Company as they involve the risk of directly or indirectly affecting its smooth operation. The Company's internal operating charter describes the risk areas and includes specific procedures developed on the basis of the Prevention Principle for the management of Health, Safety and Environment issues. Moreover, within the framework of the certified Management Systems applied by AVAX, a relevant assessment is carried out on an annual basis for related risks. To reduce the probability and the importance of the occurrence of risks in the specific sectors, the Company takes precautionary measures, plans and implements specific programs and actions and monitors its performance through relevant indicators (quality, environment, health and safety at work) set. The aforementioned audit of the adequacy and effectiveness of the Internal Auditing System of the Company and its most significant subsidiaries also included the risk management, regulatory compliance and information security systems, making reference to specific findings and recommendations for improvement. The report of findings reviews the existing organisational structure and effectiveness of risk management, as well as the use of specialised software for the timely and valid identification and management of business risks. Company management will immediately take the appropriate actions to strengthen information security, to make better use of the relevant supervisory software and to strengthen the relevant data loss prevention procedures and control matrix. Details on all of AVAX’s financial risks are included in the relevant section of this Report of the Board of Directors. Anti-corruption and anti-bribery issues AVAX recognises the need to take precautionary measures to combat potential risks arising from issues related to transparency and corruption. In this context, the Company implements an Anti-Bribery Management System, in accordance with the requirements of the ISO 37001 International Standard, continuously assessing the risk related to Bribery issues that may arise in the course of, and through its business activities. Furthermore, the implementation of the system allows the effective prioritisation and evaluation of the risks and opportunities presented, besides improving the entire set of procedures. As a result of the policies and relevant practices implemented by the Company, in 2022, as in previous years, no incidents of corruption / bribery have occurred. 43 NOTE: The non-financial indicators presented in this report are in line with the Global Reporting Initiative (GRI Standards) guidelines for the issuance of Sustainability Reporting Guidelines by the Global Reporting Initiative corporation. A detailed analysis is included in the Annual Sustainable Development Report of the Company, which is available at webpage https://avax.gr/en/viosimi-anaptyxi/ekthesis-eterikis-ypefthynotitas/ EU Taxonomy The Taxonomy Regulation is a key component of the European Commission’s action plan to redirect capital flows towards a more sustainable economy. The EU Taxonomy is a classification system of activities that, under certain conditions, may be considered as environmentally sustainable or as activities that enable the transition to environmental sustainability. Under the Taxonomy regulation, companies and organizations may attract funds to develop their sustainable activities as well as expand them further, provided they meet certain criteria. Compliance with those criteria is monitored continuously and reported on an annual basis, included in the non-financial section of the respective annual report. 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 allow for a margin of interpretation and are constantly evolving to adjust to the needs of the process. Following this, AVAX Group will pay close attention to the related developments and will adjust its approach accordingly regarding the assumptions and applicable methodology. Taxonomy-eligible economic activity is considered any economic activity described in the delegated acts supplementing the Taxonomy Regulation. The key performance indicators (“KPIs”) include the Turnover KPI, the Capital Expenditure (CapEx) KPI and the Operating Expenditure (OpEx) KPI. For the reporting period 2022, the KPIs in relation to Taxonomy-eligible and Taxonomy-non- eligible economic activities (Art. 10 (2) of the supplementary Delegated Act on Art. 8) are as follows: Eligible Non-Eligible amounts in € ‘000 % % Turnover 285,064 80% 72,992 20% Cap Ex 2,339 59% 1,619 41% Op Ex 5,219 59% 3,612 41% Qualitative Information Accounting Policy 44 I. Turnover KPI : The proportion of Taxonomy-eligible economic activities from the total turnover has been calculated based on the net turnover from services corresponding to Taxonomy-eligible activities (numerator), divided by the total net turnover (denominator), both of which referring to FY2022. The denominator of the turnover KPI is based on the net turnover in accordance with IAS 1.82(a). Specifically, the total turnover of AVAX Group is reported in the Income Statement for 2022. II. CapEx KPI. The CapEx KPI is defined as the Taxonomy-eligible CapEx (numerator) divided by the total CapEx (denominator). As for the reporting period 2022, 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. 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, amortisation and any appraisals, including those resulting from any revaluations and impairments. The total capital expenditure of the Group is reported in the Cash Flow Statement for 2022. III. OpEx KPI. The OpEx KPI is defined as the Taxonomy-eligible OpEx (numerator) divided by the total OpEx (denominator). The definition of EU Taxonomy for the operating expenses includes spending on 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-capitalised costs relating to repair and maintenance and short-term leases (denominator). It does not include expenditures relating to the day-to-day operation of tangible assets such as: raw materials, cost of employees operating the equipment, electricity or fluids necessary to operate the equipment. Similar to CapEx above, for the reporting period 2022 in the numerator we only report 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. The financial report of AVAX Group has been prepared in accordance with International Accounting Standards (IAS) / International Financial Reporting Standards (IFRS) as adopted by the European Union. The accounting principles used in the preparation of the table presented above are outlined in Section C in the “Annual Financial Report from January 1 to December 31, 2022”. Infrastructure facilitating road transport and public transport Taxonomy activity description: This activity consists of the construction, modernisation, maintenance and operation of motorways, streets, roads, other vehicular and pedestrian ways, repaving work on streets, roads, highways, bridges or tunnels and construction of airfield runways, including the provision of architectural services, engineering services, project drafting services, building inspection services and surveying and mapping services and the like, as well as the performance of physical, chemical and other analytical testing of all types of materials and products, and excludes the installation of street lighting and electrical traffic lights. Eligible AVAX activity description: The Group, having considerable experience in motorway construction and the construction of road infrastructure in general, in 2022 undertook a plethora of projects for the upgrade and expansion of the Greek national road network as well as similar projects abroad. Such projects included construction in the new Patras-Pyrgos section of the Olympia Motorwaythe reconstruction of bridges for the Aegean Motorway, as well as the bridge at Ston, Croatia along with several supplementary infrastructure works. Construction of new buildings Taxonomy activity description: This activity consists of the development of building projects for residential and non-residential use by bringing together financial and technical means and materials to construct the building projects for later sale, as well as the construction of complete residential or non-residential buildings, on own account for sale or on a fee / contract basis. Eligible AVAX activity description: During 2022, a series of building projects both for residential and non-residential use were constructed by the Group, including most notably the construction of the “City of Dreams – Mediterranean Integrated Casino Resort” complex in the outskirts of Limassol, Cyprus. Other projects included in this activity are the construction of the “Anatolia” college complex in Thessaloniki and the building of luxurious residences in the vicinity of the Limassol Marina, Cyprus. Infrastructure for rail transport Taxonomy activity description: This activity consists of the construction, modernisation, operation and maintenance of railways and subways, as well as bridges and tunnels, stations, terminals, rail service facilities, safety and traffic management systems including the provision of architectural services, engineering services, project drafting services, building inspection services and surveying and mapping services and the like, as well as the performance of physical, chemical and other analytical testing of all types of materials and products. Eligible AVAX activity description: The Group, as part of its construction activities, has undertaken the implementation of various projects throughout the national railway network, including the expansion of metro lines in Athens and Thessaloniki, the upgrade of the railway system in the Tithorea-Domokos and Thessaloniki-Idomeni sections. These projects include all relevant works for the completion of rail transport infrastructure, such as the boring of tunnels, construction of stations, railway service facilities etc, which fall within the scope of this activity. Manufacture of other low carbon technologies Taxonomy activity description: This activity consists of the manufacture of technologies aimed at substantial Green House Gas (GHG) emission reductions in other sectors of the economy, where those technologies are not covered by other activities within the Taxonomy framework. 45 46 Eligible AVAX activity description: As part of its agreement with Greece’s Public Power Corporation (PPC), the Group has undertaken the procurement and installation of an Exhaust Desulphurisation System at a PPC power plant, to remove a substantial amount of sulfur dioxide, a byproduct of the plant’s operation. In that project, AVAX provides the engineering, procurement of materials and equipment/machinery required, as well as the know-how for their installation as a comprehensive system in the Agios Dimitrios power plant. Other Eligible Activities During 2022, as part of its activities, the Group has undertaken a broad range of smaller projects that fall under other EU Taxonomy activities. Based on pertinent legislation, we determined that the Group’s economic activities in 2022 can further be included in the following EU Taxonomy activities:  4.8. – Electricity generation from bioenergy,  5.1 – Construction, extension and operation of water collection, treatment and supply systems,  5.3 – Construction, extension and operation of waste water collection and treatment,  5.6 – Anaerobic digestion of sewage sludge  5.7 – Anaerobic digestion of bio-waste,  5.8 – Composting of bio-waste,  5.9 – Material recovery from non-hazardous waste,  6.16 – Infrastructure for water transport,  6.17 – Airport infrastructure,  7.2 – Renovation of existing buildings and  7.7 – Purchase and ownership of buildings The proportion of the turnover, capital and operational expenditure connected to these activities has been included in the KPIs of the present report according to the calculation instructions published in the Delegated Act 2178/2021/EU. Line Activities related to nuclear energy 1. The Company conducts, finances or has exposure to the research, development, demonstration and exploitation of innovative power generation facilities that generate energy from nuclear processes with minimal waste from the fuel cycle NO 2. The Company undertakes, finances or has exposure to the construction and safe operation of new nuclear facilities for the production of electricity or industrial heat, including for district heating purposes or for industrial processes such as hydrogen production, as well as their safety upgrades, using the best available technologies NO 3. The Company undertakes, finances or has exposure to the safe operation of existing nuclear facilities for the production of electricity or industrial heat, including for district heating purposes or for industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades NO 47 Activities related to fossil gaseous fuels 4. The Company undertakes, finances or has exposure to the construction or operation of facilities for the production of electricity with the use of fossil gaseous fuels YES 5. The Company undertakes, finances or has exposure to the construction, renovation and operation of combined cycle facilities for the production of heat and electric energy with the use of fossil gaseous fuels NO 6. The Company undertakes, finances or has exposure to the construction, renovation and operation of heat output facilities for the production of heat with the use of fossil gaseous fuels NO Electricity generation from fossil gaseous fuels Activity Eligibility Breakdown € ‘000 % Turnover Eligible 452 0.12% Cap Ex Eligible 298 7.53% Op Ex Eligible 665 7.53% Taxonomy activity description: This activity consists of the construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. This activity does not include electricity generation from the exclusive use of renewable non-fossil gaseous and liquid fuels and bioenergy. Eligible AVAX activity description: The Group completed an electricity generation facility which uses natural gas in Iraq. That project, located in the outskirts of Baghdad, is the largest power station construction project awarded internationally to a Greek company and one where AVAX, apart from the construction also provided the engineering and procurement of equipment/machinery and materials needed for its completion. Minimum Safeguards The implementation of Sustainable Development principles is an integral part of AVAX’s construction segment, and serves as something more than just a guide in decision-making and in charting its business strategy. On this basis, the Company sets as its strategic goal to ensure responsible operation and generating added value for all its stakeholders. 48 Through its activities and major projects undertaken, the Company makes a substantial contribution to achieving some of the Sustainable Development Goals (SDGs) seeking to address current challenges. The ultimate supervision and steering for any issues concerning the above pillars is assumed by the AVAX ESG / Sustainability Committee, which consists of executives of the main departments of the Group. Among other things, the Committee monitors and proposes improvements, where necessary, regarding the actions and the socio-economic footprint of the Group. AVAX places particular emphasis on continuing professional development of employees, on merit-based appraisal, protection of human rights and labour rights, on safeguarding and promoting the well-being of all employees, regardless of position or rank, on gender equality and on respect for diversity. These values are included in the Company's Internal Rules and Regulations and its Code of Business Conduct & Ethics, which contain appropriate guidelines for all employees on cultivating respect for human and labour rights. The Code of Business Conduct & Ethics has been developed in accordance with the OECD Guidelines for Multinational Enterprises. More information regarding the Group’s Taxonomy-eligible operations, as well as the evaluation of alignment based on the technical eligibility criteria, are presented on the Sustainable Development Report 2022 K. Corporate Governance Report CONTENTS Introduction 1. Code of Corporate Governance 1.1 Disclosure of compliance of the Company with corporate governance practices described in its Code of Corporate Governance 1.2 Derogations from the Code of Corporate Governance and justification for those derogations. Special clauses of the Code not applied by the Company and justification for not applying them 1.3 Corporate governance practices applied by the Company in excess of legal requirements 1.4 Application of Law 4548/2018 regarding Remuneration Policy and Remuneration Report 1.5 Board Directors’ Suitability Policy 1.6 Report of Independent Board Directors to Shareholders at the Annual General Meeting 1.7 Internal Operating Charter 2. Board of Directors 2.1 Membership and functioning of the Board of Directors 2.2 Information on the members of the Board of Directors 2.3 Information on Company executives 2.4 Strategic Planning & Risk Management Committee (Executive Committee) 2.5 Audit Committee 2.6 Remuneration & Nomination Committee 2.7 Project Bidding Committee 2.8 ESG / Sustainable Growth Committee 2.9 Participation to Board and Executive Committee meetings 2.10 Ownership of Company shares by Board Directors and Company Executives 2.11 Declaration of annual examination of independence prerequisites for independent Board Directors 2.12 Reports of the Audit Committee and the Remuneration & Nomination Committee 2.13 Remuneration Report 3. General Meetings of Shareholders 3.1 Functioning of the General Meeting and its basic authorities 3.2 Shareholder rights and means of exercising them 4. Main characteristics of the Company’s internal auditing and risk management systems in relation to the preparation of financial accounts 5. Other administrative or supervisory bodies or committees of the Company 6. Additional Information Introduction The term “Corporate Governance” describes the means by which companies are managed and controlled. It refers to a set of relations between the Company management, its Board of Directors, its shareholders and other interested parties. Corporate governance is the structure used to approach and set corporate targets, identify the main risks to its operations, define the means to achieving corporate targets, set up the risk management system and enable the monitoring of the management’s performance and effectiveness in dealing with all the afore-mentioned issues. Effective corporate governance plays a meaningful and primary role in promoting competition among businesses and strengthening the internal structure of their operations. The increased transparency resulting from effective corporate governance helps improve overall economic activity in a corporation, to the benefit of its shareholders and other stakeholders. This Corporate Governance Report is a special section of the Annual Report of the Board of Directors, in accordance with article 152 of Law 4548/2018 and paragraph 3 of article 18 of Law 4706/2020. The Company has adjusted its Corporate Charter to comply with Greece’s key Corporate Law 4548/2018. 1. Code of Corporate Governance The Company complies with the principles of corporate governance, as outlined in pertinent legislation (article 37 of Law 3693/2008, article 152 of Law 4548/2018 and its amendments, as well as Law 4706/2020). 49 1.1 Disclosure of compliance of the Company with corporate governance practices described in its Code of Corporate Governance This Statement concerns the entire set of principles and practices observed by the Company in accordance with Law 3873/2010 and article 152 of Law 4548/2018. The Company voluntarily complies with the corporate governance practices outlined in its Code of Corporate Governance, accessible at its website www.avax.gr. The Company has adopted the revised Code of Corporate Governance published in 2021 by Greece’s Federation of Enterprises in association with the Greek Corporate Governance Council. Corporate Governance refers to a set of relations between the Company management, its Board of Directors, its shareholders and other interested parties. Corporate governance is the structure used to approach and set corporate targets, identify the main risks to its operations, define the means to achieving corporate targets, set up the risk management system and enable the monitoring of the management’s performance and effectiveness in dealing with all the afore-mentioned issues. The legal framework of AVAX’s Code of Corporate Governance is the following: i. Law 3693/2008 which enforced the setup of audit committees and corporate disclosure of sensitive information regarding the ownership status and governance of companies ii. Law 3873/2010 which put in effect the European directive #2006/46/EC, acting as a reminder for the need to adopt a Code of Corporate Governance and becoming the main pillar of that Code iii. Law 3884/2010 and Law 4548/2018 on shareholder rights and additional obligations regarding corporate disclosure to shareholders in the run-up to General Meetings of shareholders iv. Law 4548/2018 which updated the obligations of listed companies and the functioning of various administrative committees, along with the disclosure of the Remuneration Report v. Law 4706/2020, which came in effect in July 2021 replacing Law 3016/2002, focusing on the qualitative aspect of Board members in listed companies, and introducing a series of statutory documents and administrative committees Through its Code of Corporate Governance, the Company meets all relevant legal obligations and develops a corporate culture which rests upon the principles of business ethics as well as the protection of the interests of shareholders and all interested parties. 1.2 Derogations from the Code of Corporate Governance and justification for those derogations. Special clauses of the Code not applied by the Company and justification for not applying them In accordance with article 152 of Law 4548/2018 currently in effect, a very important aspect of the Code of Corporate Governance is the adoption of the standard for justification of non-compliance of the Company with specific areas of its Code of Corporate Governance. Pertinent legislation and the Company-adopted Code follow the approach of “compliance or justification” and require either the compliance with the Code of Corporate Governance in its entirety or the detailed analysis of areas of the Code where the Company derogates from, along with the justification for this derogation. 50 In relation to the practices and principles of the Company’s Code of Corporate Governance, the following are the existing derogations and their respective justifications: i. Ensuring diversity criteria among senior management, with appropriate targeting and timing Senior executives are meant to help the Company fulfil its purposes and service of its needs. Given that the Company is predominantly active in the construction industry, the selection of appropriate executives with qualifications and experience in undertaking, managing and executing technical projects, is based on knowledge, specialisation, skills and perception and not dependent on their gender as required by diversity criteria. Therefore, there can be no targeting and timeline for achieving the above criteria. Nevertheless, during the selection of such executives, the company observes the best possible balance of diversity criteria, as required by law and formal and substantive qualifications. ii. Ensuring sufficient time availability for the members of the Board of Directors to perform their duties, placing a restriction on the participation in the administrative bodies of other unrelated companies The election of the Company’s Board members is based on their knowledge and experience, as well as their familiarity with the Company’s line of business. The exercise of their duties as well as the provision of their services in managing the company is a primary priority and takes place unhindered and unaffected by any participation in the management bodies of unrelated companies. 1.3 Corporate governance practices applied by the Company in excess of legal requirements The corporate governance practices applied by the Company are in line with pertinent legislation and outlined in its Code of Corporate Governance. The Company has segregated the duties of its Board Chairman from those of the Managing Director and applies an integrated system of internal auditing in accordance with international standards and the regulatory framework in effect. It has also introduced a Code of Conduct and an Internal Operating Charter to apply the standards of modern corporate governance and effective Internal Auditing. The Audit Committee and the Remuneration & Nomination Committee have prepared their own Operating Policy. The composition of the Board of Directors meets the requirement for a minimum 25% representation of each gender in the total number of Board members, as per article 3 of Law 4706/2020. In line with Law 3016/2002 and 4706/2020, at least two non-executive Board members need also be “independent”. The Company’s Board of Directors is comprised of 10 members, including five non-executive members, four of which are also Independent. Company Board members are elected for a three-year term. 51 1.4 Application of Law 4548/2018 regarding Remuneration Policy and Remuneration Report In compliance with Law 4548/2018, the Company has adopted an official Remuneration Policy for the members of its Board of Directors. The initial version of that Remuneration Policy was approved by shareholders at the Annual General Meeting held on 01.09.2020, and shareholders will be asked to approve its updated version at the Annual General Meeting in June 2023. The Company prepares an annual Remuneration Report which is introduced for discussion as an agenda item at the annual general meeting. The Remuneration Report contains an overview of all types of remuneration of board members in accordance with pertinent legislation and the approved remuneration policy. 1.5 Board Directors’ Suitability Policy The Company has drafted a Suitability Policy for its executive members, in accordance with the provisions of article 3 of Law 4706/2020 and Circular 60/18.09.2020 of Greece’s Capital Market Commission, which was approved by the shareholders at the Annual General Meeting of 24.06.2021. This text provides the guidelines on the set of principles and criteria that apply as a minimum in the selection, replacement and renewal of the term of office of the members of the Board, in the context of the assessment of individual and collective suitability. The Suitability Policy aims to ensure the quality staffing, efficient operation and fulfilment of the role of the Board of Directors based on the overall strategy and the medium-term business aspirations of the Company in order to promote the corporate interest. 1.6 Report of Independent Board Directors to Shareholders at the Annual General Meeting The independent non-executive members of the Board of Directors of the Company submit a Report to the Annual General Meeting of Shareholders, starting from the year 2021 according to the requirement of Law 4706/2020 (article 9 paragraph 5). This report expresses an opinion on the quality characteristics of the management exercised by the executive members of the Board of Directors, in terms of implementing good corporate governance practice and safeguarding the interests of shareholders, as well as other internal and external stakeholders. Also, there is an opinion on the completeness and correctness of the content of the Management Report of the Board of Directors and the Corporate Governance Statement which are included in the Annual Financial Report. 1.7 Internal Operating Charter The Company has approved an Internal Operating Charter to ensure its efficient and correct operation, in line with article 37 of Law 3693/2008, article 152 of Law 4548/2018, and mainly of Law 4706/2020 for corporate governance, coupled with the decisions of the Hellenic Capital Market Commission on companies listed on the Athens Stock Exchange and the principles set by the Company's Board of Directors. The Internal Operating Charter includes the description of the Company's management committees, their membership and responsibilities, as well as the description of the organisational structure of the administrative services reporting to Company management and their responsibilities. It also includes the procedures for hiring and evaluating the performance of the Company's executives, as well as the basic principles of operation of the internal auditing unit and the code of transactions on Company securities. The Internal Operating Charter is posted on the Company's website www.avax.gr 52 53 2. Board of Directors 2.1 Membership and functioning of the Board of Directors The Company’s Board of Directors was elected for a 3-year term on 24.06.2021, ie until 24.06.2024, and comprised the following members as of 31.12.2022: 1 Christos Joannou Chairman, Executive Member 2 Konstantinos Kouvaras Deputy Chairman & Executive Member 3 Aikaterini Pistioli Vice Chairman, Non-Executive Member 4 Konstantinos Mitzalis Managing Director 5 Konstantinos Lysaridis Executive Member 6 Anthony Mitzalis Executive Member 7 Christos Siatis Independent, Non-Executive Member 8 Alexios Sotirakopoulos Independent, Non-Executive Member 9 Michael Hatzipavlou Independent, Non-Executive Member 10 Theodora Monohartzi Independent, Non-Executive Member The Board of Directors had 10 members as of 31.12.2022, of which five were Executive, one was Non-Executive and four were Independent, Non-Executive.  Members 1 (Chairman), 2 (Deputy Chairman, 4 (Managing Director), 5 (Member) and 6 (Member) are Executive  Member 3 (Vice Chairman) is Non-Executive  Members 7 to 10 are Independent & Non-Executive  Members 1, 2, 4 and 5 participate in the Corporate Planning and Risk Management Committee  Members 3, 7 and 8 participate in the Audit Committee  Members 3, 9 and 10 participate in the Remuneration & Nomination Committee The authority of executive Board members is defined and described in relevant official minutes of a Board meeting. Non-executive and independent Board members are assigned the task of supervising corporate activities. Those Board members are seasoned professionals from the business and academic community with both local and international work experience, selected on the basis of their education and social status. To that extent, those Board members are perfectly suited to have an unbiased and all-round understanding of business affairs and express objective views on them. Acting collectively, the Board of Directors manages and handles all corporate affairs. It decides on all issues concerning the Company and acts accordingly, except for those issues and actions where jurisdiction rests with the General Assembly of Shareholders, in line with legislation or the Company Charter. Collective action by the Board of Directors is required in the following cases:  Actions required by Law to be taken collectively by the Board of Directors  The sale or offer of Company shares, the acquisition of other businesses or proposals for merger with other businesses  The sale or acquisition by the Company of assets (either current or fixed) worth at least €1,000,000  Signing contracts or entering obligations worth at least €3,000,000  The provision of loans, credit or other financial facility, guarantee, compensation or other insurance to third parties, either legal entities or individuals, outside the ordinary course of the Company business worth at least €3,000,000, as well as the provision of trading credit valued at a minimum of €3,000,000 to clients outside the normal Company policy.  Signing loans worth at least €3,000,000  The acceptance of encumbrances on Company assets valued at a minimum of €3,000,000  Changes in accounting policies already adopted by the Company  Signing contracts or significantly amending signed contracts, or signing contracts with non-commercial terms worth at least €3,000,000 The Board of Directors issues an annual report outlining the Company’s transactions with related parties. This report is submitted to the supervising authorities. The Board of Directors reserves the right to take special decisions on delegating all or part of its authority and powers stated in the Company Charter and the Corporate Law, to grant specific members of the Board of Directors or other Company employees or third persons, acting either on their own or jointly, specific rights of representation of the Company. All practices governing the role and jurisdiction of the Board of Directors are included in the Company Code of Corporate Governance. The Board of Directors of the Company reviews at least once per financial year the fulfilment of the conditions of independence of its independent non-executive members, as per paragraph 1 of article 9 of Law 4706/2020. In particular, members of the Board of Directors are considered independent if at the time of their appointment and during the term of their office do not directly or indirectly hold a percentage of voting rights greater than 0.5% of the Company's share capital and do not have any financial, business, family or other type of relations which may influence their decisions, independent and objective judgment. If during the control of the fulfilment of the conditions of Law 4706/2020, or at any time it is ascertained that the conditions have ceased to exist for an independent non-executive member, the Board of Directors takes the appropriate actions to replace that 54 member. These conditions were met for the 4 independent, non-executive members of the Board of Directors of the Company since their appointment as independent, non-executive members after their election in June 2021, and continue to be met until the date of publication of this Report. 2.2 Information on the members of the Board of Directors Christos Joannou : Born in 1972 in Nicosia, Cyprus. Graduated from Athens College in 1990, received his BA degree in Mathematics from Cornell University in 1994 and his ΜΒΑ from the ΜΙΤ Sloan School of Management in 1998. He is also Chairman of Donkey Hotels and a member of the Chancellor’s Court of Benefactors at Oxford University and the MIT Sloan Executive Board Konstantinos Kouvaras : Born in Arta, Greece, he is a civil engineer with long experience in large projects since 1968. Aikaterini Pistioli : Born in 1971 in Athens, Greece. Graduated from Athens College In 1990, received her degree in Electrical Engineering (Dipl.Ing.) from the Technical University of Munich (TUM) in 1996. From 1996 to 1998 she worked as an engineer at PHILIPP HOLZMAN AG in Berlin. Since 1998, returning to Greece, she has worked on a variety of PYRAMIS SA projects, participating in the Board of Directors as Chairman and CEO from December 2016 until today. She also participates in the Boards of Directors of AVAX SA and GREEN TOP Energy SA. Konstantinos Mitzalis : He is a civil engineer with long experience in large projects. Former major shareholder of subsidiary ETETH SA, in which he is Board Chairman and Managing Director since 1978. Born in Salonica, Greece. Konstantinos Lysaridis : He is a a civil engineer (graduated in 1968) with long experience in large projects. Former senior executive of subsidiary ETETH SA since 1970, in which he is Vice-Chairman and Technical Director. Born in Salonica, Greece. Anthony Mitzalis : Born in Salonica, Greece in 1984. He is a civil engineer. Works for the AVAX group since September 2009. Member of the Board of Directors of subsidiary ETETH SA since August 2014. Holder of a BEng in Civil Engineering from the University of East London and an MSc in Structural Engineering from the University of Surrey. Christos Siatis : He has substantial experience as a senior executive at international auditing firms, with expertise in auditing and operational and financial corporate restructuring. Alexios Sotirakopoulos : He is a Lawyer, member of the Athens Bar Association, a graduate of the Law School of the University of Athens, specializing in Commercial Law and in particular Corporate Law. Michael Hatzipavlou : He is a graduate economist at the London School of Economics, Certified Auditor of England & Wales (FCA), has a CFA distinction from the same Institute and is a member of the Board of Certified Auditors-Accountants of Greece (SOEL). Founding member and former Chairman / CEO of Deloitte Greece, he started his career in Greece with the Auditing 55 Department and then proceeded to the creation and development of the Management Consulting Department and the Financial Advisory Department of the company. He was a certified auditor in various companies & banks, responsible for consulting projects on corporate governance, business organization & restructuring, in more than 150 valuations of banks & companies, as well as in numerous acquisitions & mergers. Since 2016 he is CEO of Fukuro Capital Advisors Ltd, advising mainly foreign investors, while he was Chairman of the Board at Athens-listed Trastor REIT and Alpha TV Cyprus. Theodora Monohartzi : She is a lawyer, Greek citizen, studied at the Law School of the University of Athens, graduating in 1988. During 1988-1990 she completed postgraduate studies and received a Master's degree from the University of Hannover, Germany, specialising in European Corporate and Labour Law, while her master's thesis was on Labour Law and, in particular, a comparative study of strike law within Europe. Since 1990 she is an Athens lawyer, a member of the Athens Bar Association, specializing in Civil, Corporate, Labour, Banking Law as well as Energy Law, also resolving disputes related to complex legal issues on corporate matters. She is a partner in "Sarantitis Law Firm" since 2004, whereas she was an associate in "Sarantitis & Associates" between 1991 and 2004. She has headed the Dispute Resolution Department of the law firm for a number of years, and has handled important cases of individuals and large groups as a lawyer before the Supreme Court since 1999. She is the head of the Energy Law Department at the law firm, acting as a legal advisor to companies and joint ventures developing projects related to renewable energy sources. The afore-mentioned CVs demonstrate that the composition of the Board of Directors of the Company reflects the knowledge, skills and experience required to exercise its responsibilities, in accordance with the approved Fitness Policy and the business model and strategy of the Company. 2.3 Information on Company executives Panagiotis Anagnostou, Director of Technologies and Systems Born in Chicago, USA in 1977. Holds an HND in Computer Systems from Highbury College, a BSc in Computer Science Engineering from the University of Sunderland and an MBA in Information Systems Management from the Institut Universitaire Kurt Bosch. Working for the AVAX group since 1996. He is Director of Technologies and Systems since 2020. Athena Eliades, Director of Group Financial Management She is a graduate of the Department of Chemistry of the National University of Athens, an MBA in Business Administration and holds the professional titles of Charter Certified Accountant (FCCA), Certified Internal Auditor (CIA) and Certified Data Protection Officer (TLIV AUSTRIA), Certified IFRS (ACCA-SOEL), Certified IFRS (ICAEW). She is a licensed Certified Public Accountant (SOEL), has a certificate of Practice of Accounting and Auditing Profession of Cyprus (SELK), and is a member of the Hellenic Institute of Internal Auditors (NHRF). Participated as a speaker in seminars and conferences in Greece & Cyprus. In 1984, she began her career in Cyprus as Quality Control Manager and then as Production Manager in a large dairy industry. In 1992 she continued in Greece as an auditor and consultant in Audit firms, and as CFO in credit institutions until 1998, when she joined the AVAX Group as CFO. She is a Board member in Group companies in Greece and abroad. She was a project manager in the implementation of an integrated ERP application in the construction industry, has dealt in detail with corporate governance, procedures, control systems and 56 Internal Audit services for the interior, but also abroad, Europe and the Middle East. Also, in 2008 - 2009 she was an advisor to the Ministry of Finance on issues of organizing an Internal Audit service in public entities. Demosthenes Katsigiannis, Director of the Office of the Managing Director He is a Civil Engineer, NTUA graduate and holds an MBA from Strathclyde Business School. Since 1994 he has been employed in the construction sector, with the construction and supervision of technical projects, while he was General Secretary of Environment (2004-2006) and General Secretary of Public Works (2006-2009). He has been working for the AVAX group since 2009, and is heading the Office of the Company's CEO since 2020. John Koumenos, Director of Human Resources Holds a degree in Electrical Engineering from the Polytechnic School of the University of Patras, with a postgraduate degree in Business Administration (MBA) from the University of Sheffield (UK). Also holds the title of European Project Manager from the University of Bremen (Germany) and is certified in Public Relations from the Hellenic American Union. He was the Managing Director of a subsidiary of AVAX (Mondo Travel), a senior manager in the construction of the Rio-Antirio Bridge (Head of HR) and in large industrial units (Pepsico-Ibi Factory Manager, Production Manager & Former Technical Director in Conitex Greece EVIEN SA), having also served as a Scientific Associate at the Polytechnic School of the Aristotle University of Thessaloniki, as well as a supervising engineer at PPC projects. He has attended numerous seminars on administrative and technical issues, while he has been a speaker at many conferences and seminars on technical issues, on Administrative-Organizational issues & Human Resources development, while also having numerous publications in newspapers and magazines. He was a columnist for the daily newspaper "THESSALONIKI" for 10 years. He was a member of the Board of Directors & Supervisory Board of the Building Cooperative of Graduate Engineers of TEE, Department of Central Macedonia. He was President of Greece’s Bridge Federation, President of the Rotary Club of Kifissia and Assistant Governor of the Greek Region of Rotary (2470). He is a member of the Hellenic Human Resources Management Association and was recently appointed an Alternate Member of the Steering Committee of the Pension Fund for Civil Engineers (TMEDE). Roi Konstantarou, Director of Quality - Health and Safety - Environment and Sustainable Development She holds a B.Sc. Civil Engineer degree and for the last 20 years works for the AVAX SA group as Director of Quality Management- Safety and Health-Environment and Corporate Social Responsibility. The department takes care of the preparation and the support of the implementation of procedures for projects, from bid preparation, to construction and up to final delivery to clients. The procedures concern methodologies of Quality Control (Quality Plans), implementation and monitoring of Safety and Health Measures (Safety Plans / Risk Assessments), monitoring and support of Environmental Plans (Environmental Plans / Risk Assessments), as well as relevant licenses. She also deals with the organization and implementation of the CSR programs of AVAX SA, adopting best practices related to people, society, the market and the environment. The department is also involved with issues of Sustainable Development within the framework of the ESG operated by the group as well as the support of the implementation of LEED, BREEAM, Estidama etc systems during project construction. This activity concerns the entire range of operations of the AVAX group, in domestic and international operations. 57 58 Cleopatra Papastamatiou, Head of Legal Service Lawyer Graduate of the Law School of the National University of Athens. Registered with the Athens Bar Association since 1988. She has worked as a freelance lawyer and a legal advisor to construction companies since 1989. Has remarkable experience in company law, commercial law, public works and procurement law. Languages: English. Nikolaos Rigopoulos, Infrastructure and Building Projects Manager He has a degree in Civil Engineering and is a member of Greece’s Technical Chamber since 1980. Working at AVAX since 1988. He is mostly involved in public works, metro projects, as well as projects towards the Egnatia Motorway and the Greek railways, initially as a site director and later on as a project manager. He heads the department for infrastructure and building projects since 2020. George Tasakos, Network Project Manager He has a degree in Civil Engineering and is a member of Greece’s Technical Chamber. Working at AVAX since 1995 as a Project Engineer. He was appointed Technical Director in 1997, Director of Natural Gas Projects in 2000 and is Director of Network Projects since 2020, participating in the construction of respective projects. He heads the department for energy and hydraulic projects since 2002. Between 2016 and 2020 he participated in the Board of Directors of BONATTI J&P AVAX Srl, which carried out the construction of sections 2 & 3 of the TAP gas pipeline. 2.4 Strategic Planning & Risk Management Committee (Executive Committee) The Corporate Planning and Risk Management Committee comprises the following four (4) executive members of the Board of Directors of the Company. 1 Konstantinos Kouvaras Chairman 2 Konstantinos Mitzalis Member 3 Konstantinos Lysaridis Member 4 Christos Joannou Member The Board of Directors is empowered to decide on changes in total membership and replacement of members of the Corporate Planning and Risk Management Committee. Decisions by the Corporate Planning and Risk Management Committee are taken by absolute majority among its members. The term of the Corporate Planning and Risk Management Committee coincides with the term of the Board of Directors. Therefore, the term of the afore-mentioned members of the Corporate Planning and Risk Management Committee is three-year and ends on 24.06.2024. Responsibilities of the Corporate Planning and Risk Management Committee:  Overall Company strategy and business plans  Expansion into new business areas or countries where the Company has no presence 59  Acquisitions and mergers  Deciding the dividend policy  Preparation and updating of the Company organisation chart and submission to the Board of Directors for approval  Changes at senior director level (ie directors directly answerable to the Managing Director) following a proposal by the Managing Director  Periodic assessment of Company operations and achievement of targets set through investment and business plans, and implementation of any necessary corrective decisions and actions  Decision-making on all issues transferred to the Committee by the Board of Directors or the Managing Director or executive Board members  Any authority transferred specifically through decisions of the Board of Directors  Submission of proposals for setting the Company’s objective targets and business risks towards action plans and performance checks  Preparation and updating of the Company’s Code of Conduct and its submission for approval by the Board of Directors  Any changes in the regulation of operations of the Corporate Planning and Risk Management Committee are prepared and approved by decision of the Board of Directors 2.5 Audit Committee The Audit Committee comprised the following members, as of 31.12.2022: 1 Christos Siatis Chairman Independent, Non-Executive Board Director 2 Aikaterini Pistioli Member Non-Executive Board Director 3 Alexios Sotirakopoulos Member Independent, Non-Executive Board Director The General Shareholders Meeting held on 24.06.2021 appointed the members of the Audit Committee in accordance with article 44 of Law 4449/2017, which put Directive #56/16.04.2014 of the European Commission in effect. Its wide-ranging auditing authorities cover the supervising of the operation of the Company’s Internal Auditing Department, which is hierarchically answerable upon it, and the monitoring of the effective operation of the internal auditing system. It should be noted that the members of the Audit Committee have sufficient knowledge on the Company’s line of business, while Chairman Mr Siatis has long experience in auditing and accounting. His curriculum vitae may be found on the Company website www.avax.gr The Audit Committee’s duties and authority, as well as its operation charter, are detailed in the Code of Corporate Governance, which may accessed at the Company website www.avax.gr 60 During 2017, Law 3693/2008 was replaced by Law 4449/2017 “Compulsory audit of annual and consolidated financial statements, public supervision on audit work and other provisions”. According to the latest law, the members of the Audit Committee are non-executive, while the supervisory role on the Audit Committee is transferred to the Capital Market Commission. The Company immediately took all required steps to comply with the new law. The Audit Committee meets at least four times per annum to monitor the internal auditing systems and the Company’s risk management function, also holding extraordinary meetings whenever deemed necessary. Meetings of the Audit Committee with the Company’s Internal Auditor may be jointly attended by the appointed external chartered accountants/auditors. 2.6 Remuneration & Nomination Committee The Company set up a joint Remuneration & Nomination Committee, in line with article 10 of Law 4706/2020, which comprised the following members, as of 31.12.2022: 1 Michael Hatzipavlou Chairman Independent, Non-Executive Board Director 2 Aikaterini Pistioli Member Non-Executive Board Director 3 Theodora Monohartzi Member Independent, Non-Executive Board Director 2.7 Project Bidding Committee The Company introduced a three-member Project Bidding Committee, in line with the provisions of its Corporate Charter, article 87 of Law 4548/2018 and best practice principles and corporate governance rules. The committee works towards the effective operation of the Company’s institutional bodies and the application of all principles, technical and organizational measures and procedures adopted by the Company to comply with competition regulations. The Board of Directors granted the Project Bidding Committee all powers of administration and representation of the Company in relation with tenders for public contracts, and overall with bidding for public and private works, as specified in the Board decision. As of 31.12.2022, the Project Bidding Committee comprises the following Group managers: 1 Konstantinos Lysarides Executive Board Director 2 Athena Eliades Group Financial Officer 3 Zoe Lysarides Bidding Department Director 2.8 ESG / Sustainable Growth Committee The issue of Sustainable Growth (Environmental / Social / Corporate Governance) is included in the priorities of advanced countries, through regulations to provide incentives and disincentives to businesses, while European Regulation (EU) 2019/2088 affects the relations of companies with Financial Institutions and Insurance companies by setting rules for Sustainable Growth. 61 In this context, the Company set up an ESG / Sustainable Growth Committee to promote a systematic and in-depth approach to the issue of sustainable growth, and to improve the socio-economic footprint caused to the economy and society by its direct, indirect and induced actions and construction projects, consisting of the following executives: Department / Unit Sustainable Growth Issues Responsible Executive QSHE & Sustainability Safety and Health, Internal Procedures in Projects, Environmental Roe Konstantarou Procurements Supply Chain Gerasimos Zisimatos Human Resources Human Rights, Labour and Social Issues John Koumenos Investor Relations Disclosure to Investors and the Athens Stock Exchange Angelos Kiosklis Internal Auditing Corporate Governance George Koliopoulos & Claire Voyatzis Financial Management / Administration Internal Procedures, non-financial reporting included in financial reporting Athena Eliades Financial Management / Relations with Banks Admission to FTSE 4 Good index Dimitrios Eliades Financial Management / Group Risk Insurance Insurance against risk impacting the environment, personnel and society Maria Kioumourtzidou GDPR Personal Data Security Mary Magonaki Corporate Communication Publicity Matthew Valvis Mrs Roe Konstantarou is the general coordinator of the Committee and each of its members oversees and controls the issues of her/his competence. Company shares are included in the composition of the Athens Stock Exchange’s ESG Index, constituting one of the 60 companies found to meet the strict conditions for participation, according to the latest revision of the Index in February 2023. 2.9 Participation to Board and Executive Committee meetings The following table provides information on the participation of members in the meetings of the Board of Directors, the Audit Committee and the Remuneration & Nomination Committee during 2022, in accordance with the provisions of article 18, paragraph 3 of Law 4706/2020. Board of Directors Audit Remuneration & 62 Committee Nomination Committee Christos Joannou 79 Konstantinos Kouvaras 85 Aikaterini Pistioli * 66 4 11 Konstantinos Mitzalis 84 Konstantinos Lysarides 85 Anthony Mitzalis 85 Christos Siatis 84 4 Alexios Sotirakopoulos 85 4 Michael Hatzipavlou * 79 11 Theodora Monohartzis 84 11 * Non-residents in Greece. Due to the two year-long pandemic and travel restrictions, their participation to Board meetings was relatively limited. 2.10 Ownership of Company shares by Board Directors and Company Executives The following table provides information on the number of Company shares held by each Board Director and senior manager of the Company as of 31.12.2022, and the period of issue of this Financial Report, in accordance with the provisions of article 18, paragraph 3 of Law 4706/2020. Position 31.12.2022 24.05.2023 Christos Joannou Board of Directors / Chairman Full or partial ownership of several legal entities controlling an aggregate 48,096,111 shares unchanged vs 31.12.2022 Konstantinos Kouvaras Board of Directors / Deputy Chairman & Executive Member Partial ownership of a legal entity controlling 11,298,955 shares unchanged vs 31.12.2022 Aikaterini Pistiolis Board of Directors / Vice Chairman, Non-Executive Member 275,000 shares unchanged vs 31.12.2022 Konstantinos Mitzalis Board of Directors / Managing Director Total 24,756,745 shares, through a private investor account and a joint investor account unchanged vs 31.12.2022 Konstantinos Lysaridis Board of Directors / Executive Member 1,375,289 shares unchanged vs 31.12.2022 Anthony Mitzalis Board of Directors / Executive Member 0 0 Christos Siatis Board of Directors / Independent, Non- Executive Member 0 0 63 Alexios Sotirakopoulos Board of Directors / Independent, Non- Executive Member 0 0 Michael Hatzipavlou Board of Directors / Independent, Non- Executive Member 0 0 Theodora Monohartzis Board of Directors / Independent, Non- Executive Member 0 0 Panayiotis Anagnostou IT Systems Director 0 0 Athena Eliades Group CFO 0 0 Demosthenis Katsigiannis Director of Managing Director’s Office 0 0 John Koumenos Human Resources Director 0 0 Roe Konstantarou Quality / Health & Safety / Environmental / Sustainable Growth Director 0 0 Kleopatra Papastamatiou Legal Department Director 0 0 Nikolaos Rigopoulos Infrastructure & Building Projects Director 0 0 George Tasakos Network Projects Director 0 0 2.11 Declaration of annual examination of independence prerequisites for independent Board Directors According to article 9 of Law 4706/2020, the Company's Board of Directors must review, at least on an annual basis per financial year, the fulfilment of the independence prerequisites for its independent non-executive members, which are defined by paragraph 3 of article 9 of Law 4706/2020. The Board of Directors is also required to take the necessary steps to replace independent members of the Board of Directors whenever it is established by a competent body that the conditions of independence have ceased to be met by specific members of the Board. The conditions of independence of the members of the Company's Board of Directors, and in particular the number of voting rights of the Company they hold and the possible existence of financial, business, family or other kind of dependency relationships which may influence their decisions and their independent and objective judgement, were examined during the meeting of the Company's Board of Directors on 04.04.2023, and it was found that their fulfilment still holds true. By extension, in the context of the above evaluation, it was also established that the independence prerequisites are met for both independent non-executive members of the Board of Directors who participate in the Company's Audit Committee. 64 2.12 Reports of the Audit Committee and the Remuneration & Nomination Committee The Audit Committee and the Remuneration & Nomination Committee promoted the good corporate governance of the Company during 2022, thus assisting the functions of the executive management of the Group and promoting the interests of shareholders. According to the provisions of article 18, paragraph 3 of Law 4706/2020, the following is a brief list of the activities of the two committees: Audit Committee During 2022, the Audit Committee convened in full membership to a meeting 4 times, more specifically on 18.02.2022, 26.04.2022, 23.09.2022, 08.12.2022, and was joined by the internal auditors of the Company in all four meetings and by key executives in some of them. Among the issues examined were External Auditing and the Financial Disclosure Process, such as: a) The financial disclosure process and the evaluation of the Company's financial statements in terms of their accuracy, completeness and consistency b) The supervision of official announcements concerning the financial performance of the Company and the examination of the main points of the financial statements that contain significant views and estimates by the Management etc. The Audit Committee examined the implementation of the Sustainable Growth Strategy implemented by the Group at all levels and areas of activity, and whether the Group's objectives include essential issues, such as employment and health & safety of employees, corporate governance, the protection of the environment, the reduction of the environmental footprint, etc. In addition, it monitored the effectiveness of the Company's internal control and risk management systems to ensure that key risks are properly identified, addressed and disclosed. It also supervised and evaluated the adequacy of the work of the Internal Audit Unit and the reports prepared, ensuring its independence, smooth operation and its seamless and full access to information in accordance with international standards for the professional implementation of internal control, but also the current legal and regulatory framework. The Audit Committee also assessed the candidates for the project of Evaluation of the Internal Auditing System and subsequently proposed to the Board of Directors the award to the incumbent. Finally, it informed the Board of Directors of important issues identified by the Audit Committee, during the exercise of its work. Remuneration & Nomination Committee The Remuneration & Nomination Committee of the Board of Directors of AVAX SA (N&R Committee) was appointed by the General Meeting of the Company of 24.06.2021 and, by decision of the Board of Directors of the same date, comprises the following members:  Michael Hatzipavlou - Chairman  Aikaterini Pistioli – Member  Theodora Monochartzi - Member During 2022, the Committee convened either in person or via teleconference 11 times regarding in particular: a. the formulation of the annual plan of its operations b. the review of the Remuneration Report of the members of the Board of Directors for 2021 c. the preparation and presentation of the new Remuneration Policy to the Company's Board of Directors and its subsequent submission for approval at the Annual General Meeting of shareholders d. the formulation of the criteria and weighting factors for the variable remuneration of the Executive Members of the Board of Directors within the framework of the new Remuneration Policy of the Company, following its approval by the Board of Directors. The Remuneration Report of the Board members for 2021 was forwarded to our Committee for review in April 2022, and the review was conducted over April-May 2022. Our Committee prepared its opinion to the Board of Directors, before the submission of the relevant report to the General Assembly of shareholders in June 2022, in accordance with article 112 of Law 4548/2018 and its amendments, and the relevant provisions of the Commission's Operating Charter. It was verified that the remuneration included in that draft was within the framework of the Company's Remuneration Policy, which was approved by the Annual Regular General Meeting of the Company's shareholders on 01.09.2020. It is noted that this Remuneration Report for 2021 was also reviewed for completeness by the Company’s external auditors who audited the financial statements of the AVAX Group for the year. The Company's new Remuneration Policy was drawn up by the Remuneration & Nomination Committee in accordance with Directive (EU) 2017/828 of the European Parliament and Council of 17.05.2017 on the rights of shareholders, as incorporated into Greek Law #4548 /2018, and in particular according to article 110. The initial draft of the new Remuneration Policy was informally approved in principle by the Company's Board of Directors during its meeting on 16.12.2021, and following clarifications and additions, was approved in its final form by the Company's Board of Directors during the meeting on 28.09.2022, to be forwarded for approval by the Annual General Meeting of Company shareholders in 2023 and implemented from 2023 onwards. The new and finally approved Remuneration Policy takes into account the best practices applicable to listed companies based on the provisions of relevant legislation, the provisions of the Articles of Association and the Corporate Governance Code of the Company, the provisions of the Greek Corporate Governance Code 2021, also reflecting the current agreements by the Company regarding remuneration of Board members. The revised Remuneration Policy was prepared by applying Best Practices and taking into account the particularities of the specific sector in which the Company operates. It was approved by the Company's Board of Directors on meeting of 28.09.2022. The proposed criteria and weighting factors for the variable remuneration of the Executive Members of the Board were 65 extensively discussed with the Company chairman. Deliberations included the criteria regarding the Company's financial performance, initiatives to achieving specific goals in pre-selected activities, participation in multiple or key activities for the Company, participation in specific business plans, focus on long-term financial, operational or investment goals determined in the context of the Company's current strategy, the supervision of one or more areas of responsibility according to the Company's organizational chart, the participation in the Company's regulatory compliance actions and/or implementation of corporate social responsibility goals, etc. The Committee's Proposal on this matter was presented to the Board of Directors on 05.04.2023 and unanimously approved, and will be presented to shareholders for approval at the Annual General Meeting. 2.13 Remuneration Report The Board of Directors of the Company prepares a Remuneration Report for its members during each financial year, in accordance with article 112 of Law 4548/2018 and the Remuneration Policy of the Company, which is submitted as an agenda item at the next Annual Ordinary General Meeting of shareholders. It is pointed out that shareholder vote on the Remuneration Report is advisory. The board of directors must explain in the remuneration report how the vote outcome from the previous annual general meeting of shareholders was taken into account. 3. General Meetings of Shareholders 3.1 Functioning of the General Meeting and its basic authorities The General Meeting of Company shareholders is its supreme body and has the right to decide on any issue concerning the Company and any proposal put forward. More specifically, the General Meeting of shareholders has the exclusive right to decide on the following matters: a. Amendment of Corporate Charter, referring to the increase or decrease of its share capital (excluding those mentioned in article 6 of the Corporate Charter) and those imposed by legislation b. Election of Auditors c. Approval or amendment of the Company balance sheet and annual financial statements d. Appropriation of annual profit e. Merger, split, conversion, activation of the Company f. Conversion of Company shares g. Term extension or early break-up of the Company h. Liquidation of the Company and appointment of liquidation supervisors i. Election of members to the Board of Directors, excluding the case described by article 11 of the Corporate Charter j. approval of election of temporary members to the Board of Directors to replace other members who resigned, passed away or deprived of their member status in any other way The decisions of the General Meeting of shareholders are binding for shareholders who abstain or disagree. 66 The General Meeting of shareholders is always invited by the Board of Directors and takes place at the Company headquarters or th at a different venue within the same precinct or a neighbouring precinct at least once per financial year, until the tenth (10 ) day th of the ninth (9 ) month following the end of each financial year. The Board of Directors may invite shareholders to an extraordinary General Meeting when deemed necessary or when requested by shareholders representing a minimum of voting rights, as set by the law and the Corporate Charter. The decisions of the General Meeting of shareholders are taken by absolute majority of votes represented to it. An exceptional majority representing 2/3 of paid-up capital is required in the following cases: a. change of Company nationality b. change of corporate address c. change of the corporate objective or business activity d. conversion of shares e. increase of shareholder responsibilities f. increase of share capital, excluding the cases described in article 6 of the Corporate Charter or those imposed by legislation or carried out to capitalise reserves, except for cases in accordance with Law 4548/2018 g. issue of bond loans, according to article 59 and all following articles of Law 4548/2018 h. change in the appropriation of earnings i. merger, break up, conversion or restart of the Company j. extension or reduction of the term of the Company k. liquidation of the Company l. granting or renewal of authority to the Board of Directors to carry out a share capital increase, according to article 6, para 1 of the Corporate Charter m. any other case where according to legislation a minimum of 2/3 of paid-up share capital is required to be represented in the General Meeting The Chairman of the Board of Directors, or his lawful substitute, is appointed temporary chairman of the General Meeting of shareholders, also appointing one of the shareholders or their representatives who are present at the meeting to act as the Secretary, until the assembly approves the list of the shareholders who have the right to participate and the permanent chairman is appointed. 3.2 Shareholder rights and means of exercising them Right to participate and vote at the General Assembly of the Company is granted to all holders of common registered shares appearing on the Electronic Registry System of “Hellenic Exchanges SA”. The status of the shareholder must exist at the beginning of the fifth day before the date of the initial meeting of the General Meeting (record date) as provided for in Article 124, paragraph 6 of Law 4548/2018. The Company acknowledges the right to participate and vote in the General Assembly only of shareholders as of the respective recording date. The above record date also applies in case of postponement or recurring session, provided that 67 68 the repeat session takes place no more than thirty (30) days from record date. If this is not the case, or if a new invitation is published for a repeat general meeting, according to the provisions of article 130 of Law 4548/2018, shareholders eligible for participating in the general meeting are those on record at the beginning of the third day prior to the day of the postponed or repeat general meeting. Shareholder status may be proven by any legal means, however, based on information received by the Company from the Central Securities Depository which provides registry services or through the participants and registered intermediaries in the CSD in any other case. The exercise of these rights does not require the impounding of the shares of the beneficiary or the observance of any other similar procedure, which restricts trading of the shares between the record date and the General Meeting. Minority Shareholders’ Rights 1. At the request of shareholders, representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to convene an extraordinary general meeting of shareholders, appointing a meeting date no more than 45 days from the date of delivery of the request to the Chairman of the Board of Directors. The application contains the agenda. If no General Meeting is convened by the Board of Directors within twenty (20) days from the service of the relevant application, the meeting shall be conducted by the applicant shareholders at the expense of the Company, by a decision of the Court, issued in the interim proceedings. The decision shall specify the place and time of the meeting, as well as the agenda. The decision cannot not challenged by legal remedies. The Board of Directors convenes the General Meeting in accordance with the general provisions or makes use of the procedure provided for in Article 135 of Law 4548/2018, unless the requesting shareholders have excluded this last possibility. 2. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged to append issues on the agenda of the General Meeting, which has already been convened, if the relevant application is received by the Board of Directors a minimum of 15 days prior to the General Meeting. An application for inclusion of additional items on the agenda is accompanied by a justification or a draft decision for approval by the General Meeting and the revised agenda is published in the same manner as the previous agenda thirteen (13) days prior to the General Meeting. At the same time, it is made available to shareholders on the Company's website together with the justification or the draft resolution submitted by the shareholders in accordance with the provisions of paragraph 4 of article 123 of Law 4548/2018. If these issues are not published, the requesting shareholders are entitled to request the postponement of the General Meeting in accordance with paragraph 5 of article 141 of Law 4548/2018 and to make the publication themselves, as per the second paragraph of this paragraph, at the expense of the Company. 3. Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft decisions on issues that are included in the original or any revised General Meeting agenda. The relevant application must reach the Board of Directors seven (7) days prior to the date of the General Meeting, the draft decisions being made available to the shareholders according to the provisions of paragraph 3 of article 123 of Law 4548/2018 six (6) ) at least days prior to the date of the General Assembly. 4. The Board of Directors shall not be obliged to enter items on the agenda or to publish or to disclose them together with justifications and draft resolutions submitted by shareholders in accordance with paragraphs 2 and 3 above, respectively, if their content is obviously contrary to law or morality. 69 5. At the request of any shareholder, submitted to the Company at least five full days before the General Meeting, the Board of Directors is obliged to provide the General Meeting with the specific information requested on the Company's affairs, insofar as these are relevant with the items on the agenda. No obligation to provide information exists when the relevant information is already available on the Company's website, in particular in the form of questions and answers. Also, at the request of shareholders, representing one twentieth (1/20) of the paid up capital, the Board of Directors is obliged to announce to the General Meeting, if it is regular, the amounts that during the last two years were paid to each member of the Board of Directors or directors of the Company, as well as any benefit to such persons from any cause or contract of the Company with them. In all the above cases, the Board of Directors may refuse to provide the information for substantive reasons, which is recorded in the minutes. Such a reason may be the representation of the requesting shareholders on the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018. In the cases of this paragraph, the Board of Directors may respond in unison to shareholders' requests with the same content. 6. At the request of shareholders, representing one tenth (1/10) of the paid up capital submitted to the Company within the time limit of the previous paragraph, the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the assets of the Company. The Board of Directors may refuse to provide the information for substantive reasons, which shall be recorded in the minutes. Such a reason may be, in the circumstances, the representation of the requesting shareholders on the Board of Directors in accordance with Articles 79 or 80 of Law 4548/2018, provided that the relevant members of the Board of Directors have received the relevant information in a sufficient manner. 7. In the cases referred to in paragraphs 5 and 6 above, any dispute as to whether or not the reasoning for refusal by the Board of Directors to provide information, is resolved by the Court of Justice by a decision given in the interim proceedings. By the same judgment, the Court also obliges the Company to provide the information that it refused. The decision cannot be challenged by legal remedies. 8. At the request of shareholders representing one twentieth (1/20) of the paid-up capital, voting on a subject or items on the agenda shall be made by means of an open vote procedure. 9. Without prejudice to the provisions on the protection of personal data, and provided that the articles of association provide for it, each shareholder may request to be given a list of the Company's shareholders indicating the name, address and number of shares of each shareholder. The Company is not obliged to include in the table shareholders holding up to one percent (1%) of the capital. 10. In all the cases of Article 141 of Law 4548/2018, the requesting shareholders are required to prove their shareholder status and, except in the cases of the first subparagraph of paragraph 6, the number of shares they hold in the exercise of the relevant right. Such proof is also the deposit of their shares, according to the provisions of paragraph 2 of Article 124 of Law 4548/2018. Shareholder status may be proven by any legal means, however, based on information received by the Company from the Central Securities Depository which provides registry services or through the participants and registered intermediaries in the CSD in any other case. Participation Procedure and Voting via Proxy 70 Each share entitles one vote to the General Meeting. All shareholders are entitled to participate and vote at the General Meeting. The shareholder who participates in the General Meeting votes either in person or through representatives. Each shareholder may appoint up to three (3) proxies. A representative acting for more than one shareholder may vote differently for each shareholder. Legal entities participate in the General Assembly through their representatives. Shareholders may appoint a representative for one or more General Meetings and for a certain time. The Delegate shall vote, in accordance with the Shareholder's instructions, if any, and is obliged to archive the voting instructions for at least one (1) year from the date of the General Assembly, or in case of postponement, of the last Repeat Assembly in which he used the proxy. Failure of the proxy to comply with the instructions received does not affect the validity of the decisions of the General Assembly, even if the representative's vote was decisive for achieving majority. If a shareholder owns shares of the Company that appear in more than one securities accounts, this limitation does not prevent the shareholder from designating different proxies for the shares appearing in each securities account in relation to the General Meeting. Proxies are freely revocable. Under Article 128, paragraph 5 of Law 4548/2018, the proxy of a shareholder is required to disclose to the Company, prior to the commencement of the General Meeting, any specific event that may be useful to the shareholders for assessing the risk that the proxy may serve interests other than the interests of shareholder. For the purposes of this paragraph, a conflict of interest may arise, in particular where the proxy: 1. is a shareholder exercising control over the Company or another legal entity or entity controlled by that shareholder 2. a member of the Board of Directors of the Company or a senior director or a director to an entity controlling the Company or other entity which controls the Company 3. an employee or certified auditor of the Company or a shareholder controlling the Company or other entity which is in turn controlled by the controlling shareholder 4. a spouse or relative up to first degree of a person referred to in cases 1 to 3 above. Pursuant to article 128 paragraph 4 of Law 4548/2018, the appointment and revocation or replacement of the representative or representative of the shareholder are made in writing or by electronic means and are submitted to the Company at least forty eight (48) hours before the appointed date of the General Meeting. The Company's Corporate Charter provides for the participation of shareholders in the General Meeting by electronic means, without their physical presence at the venue, along with remote voting either by electronic means or by correspondence. Available Documents & Information The information of paragraph 3 and 4 of article 123 of Law 4548/2018, including the invitation to convene the General Assembly, the representative appointment form and the draft decision on all items on the agenda, as well as more detailed information on the exercise of the minority rights of paragraphs 2, 3, 6 and 7 of article 141 of Law 4548/2018, are available in electronic form on the Company's website www.avax.gr. The full text of the draft decisions and any documents referred to in paragraph 4 of article 123 of Law 4548/2018 is available in hard copy at the offices of the Company's Shareholders & Corporate Announcements Department at: 16 Amarousiou-Halandriou Street, 15125, Marousi, Greece, tel +30 210 6375000. All the aforementioned documents as well as the Invitation to a General Meeting of the Shareholders, the total number of existing shares and voting rights and the forms for voting by proxy are available in electronic form on the Company's website www.avax.gr. 4. Main characteristics of the Company’s Internal Auditing and Risk Management Systems in relation to the procedure for preparing financial accounts (parent company and consolidated) The Internal Auditing System is the set of internal auditing mechanisms and procedures, including risk management, internal auditing and regulatory compliance, which covers on a continuous basis every activity of the Group and contributes to its safe and efficient operation. The Group’s Internal Auditing System features the following characteristics: • Approved Operating Regulation • Code of Business Conduct and Ethics and procedures for monitoring its implementation • Approved Organization Chart, for all levels of hierarchy, in which the area of responsibility per division / department is clearly identified • Composition and operation of Board Committees, such as Audit Committee, Remuneration & Nomination Committee, and Risk Management Committee • Organisational structure and operation of Internal Audit • Description of the strategic planning, its development process and its implementation • Long-term and short-term action planning per significant activity, with a corresponding report and highlighting of discrepancies on a periodic basis, as well as their justification • Complete and up-to-date corporate charter clearly identifying and the business purposes of the Company • Job description of divisions, departments and functions • Recording of policies and procedures of important operations of the Group and identification of safety valves or significant omissions. Internal Auditing Unit Internal auditing is performed by the Company’s independent Internal Auditing Unit, according to its written operations regulation (Internal Auditing Charter). The primary role of Internal Auditing is to monitor and improve the operations and policies of the Company regarding its Internal Auditing System, the evaluation of risk management systems across the Company's operations in terms of adequacy, efficiency and their effectiveness in relation to the achievement of strategic objectives. The responsibilities of 71 internal control also include the control of compliance with the Internal Regulations and Legislations, wherever the Company operates and has activities, as well as the control and evaluation of the corporate governance and quality assurance mechanisms adopted by the Company. According to the Internal Auditing Charter, during 2022 the Audit Committee held meetings with the Internal Audit Unit and its Head, during which operational and organizational issues were discussed and all requested information and information on the applied auditing systems regarding their effectiveness and the course of audits were provided. All audit reports and relevant quarterly reports were submitted to the Audit Committee, including the most important findings, their associated risks, proposals - actions for improvement of Internal Auditing and the response of audited Company departments. Following the submission of a report by the Internal Audit Unit, the Board of Directors approved the auditing programme for 2023 and identified the functions and points which internal audit should focus on. In addition, in a meeting held on 05.04.2023 between the Audit Committee and the Certified Auditors of the Company, the Audit Committee received information regarding the financial results of the Company and the Group for the year 2022. The Committee was also presented with most important issues identified during the auditing of corporate and consolidated financial statements for the year 2022, which are included in the Report of the Independent Certified Auditors to Company shareholders. Adequacy and Effectiveness of Internal Auditing System In accordance with the provisions of article 14 of Law 4706/2020 and Decision 1/891/30.09/2020 of the Board of Directors of the Capital Market Commission regarding the assessment of the adequacy and effectiveness of the Internal Auditing System System (IAS) of the Company and the of its important subsidiaries by a certified auditing company, during 2022 the Audit Committee proceeded within the evaluation of candidates. Subsequently, the Company, by decision of its Board of Directors, and based on the relevant recommendation of the Audit Committee, assigned the evaluation of the IAS and its significant subsidiary to "BDO Certified Auditors SA" with a reference date of 31.12.2022. BDO’s conclusion, stated in the summary assessment report on the adequacy and effectiveness of the IAS, is as follows: "Based on the work we conducted, as described above in the paragraph "Scope of Work", as well as the evidence obtained, regarding the assessment of the adequacy and effectiveness of the IAS of the Company and its significant subsidiary, with a reporting date of December 31, 2022, nothing that could be considered a material weakness of the IAS of the Company and its significant subsidiary has come to our attention, in accordance with the Regulatory Framework, with the exception of the findings and their possible implications described in the report's annex." More specifically, the findings identified relate to the following assessment areas:  Auditing Environment (updating of the Company's Operating Regulations and drafting of the Operating Regulations of an important subsidiary, implementation and approval of staff evaluation procedures) : the Company proceeds with their updating, as per Law 4706/2020, to be presented to the Board for approval  Risk Management (need for preparing operations manuals for the Risk management Unit, drafting a Risk Register, appointing a Head of Risk Management and/or Risk Management Committee) 72 73  Monitoring (need for developing a compliance policy, an operating manual, a Charter of Regulatory Obligations, and appointing a Compliance Officer)  Security (implementation of a system DLP, filling a CISO role, creating a Control Matrix) For the above, Company management committed to proceed with the relevant corrective actions within 2023 and has already received offers from specialized institutions. The Company is currently preparing the contracts to be signed with the incumbents. The procedure will also serve for the selection of the officers involved. Internal Auditing and Security of the Company and the Group in relation to the procedure for preparing financial accounts (parent company and consolidated The Company has as well-documented Policy and Procedure for the accounting representation of financial events and preparation of financial accounts. The Company’s accounting system is supported by specialised data information systems which have been adapted to its operational requirements. Procedures for control and accounting settlements have been defined to secure the validity and legality of accounting entries as well as the soundness and validity of financial accounts. The Audit Committee of the Board of Directors supervises and evaluates, according to valid auditing standards, the process of preparing interim and annual financial accounts of the Company and examines the reports of external auditors for issues pertaining to derogation from current accounting practices. 5. Other administrative or supervisory bodies or committees of the Company The Company has no other administrative or supervisory bodies or committees at this time. 6. Additional Information Overview of policy of diversity on administrative, managerial and supervisory bodies of the company (according to Law 4548/2018, article 152) Members of administrative, managerial and supervisory bodies of the company satisfy all requirements and meet all standards for participating in those bodies. They are distinguished for their professional capacity, knowledge, skills and experience, and stand out for their ethics and character integrity as part of the effectiveness and flexibility of AVAX’s broader organizational setup and operations. Marousi, 24.04.2023 On behalf of the Board of Directors of AVAX SA Konstantinos Mitzalis Managing Director 74 [Translation from the original text in Greek] Independent Auditor’s Report To the Shareholders of “AVAX 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 “AVAX S.A.” (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2022, and the separate and consolidated statements of income and 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 “AVAX S.A.” and its subsidiaries (the Group) as of December 31, 2022, 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 incorporated 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 incorporated in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and 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 period. These matters and the related risks of material misstatement 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 matter How our audit addressed the Key audit matter Revenue recognition from construction contracts As described in notes C.19, C.23.9, E.1. and Ε.20 of the financial statements, the turnover of the Group and the Company for the year ended 31.12.2022 amounts to €402.709 thousand and €361.396 thousand, respectively, and includes mainly revenue from the construction contracts. Revenue recognition from construction contracts, is based on Management’s significant estimates and judgments regarding the cost budget of the Our audit approach was based on audit risk and includes, among other things, the following procedures:  Understanding and evaluation of the applied procedures by the Group and the Company for the revenue recognition from construction contracts and construction projects for applying the percentage of evaluating the effectiveness of their completion method according to IFRS 15. design.  Evaluation of significant areas for a sample of construction contracts, Revenue from construction contracts is recognized over under qualitative and quantitative time and as the performance obligations are being criteria, in order to examine the proper satisfied whereas their recognition requires estimates accounting revenue recognition, and judgements according to the followings: according to the applied accounting principles and methods. For that selected sample we conducted the • The recognition of the performance obligations following procedures: and the time of their satisfaction, - Registering and understanding of • the allocation of the transaction price (contract the main contract terms so as to value) over the performance obligations, recognize and confirm, per project, • The determination of the total cost from the the performance obligations and the contract date until the estimated date of its time of their satisfaction. completion (cost budget of project completion), - Comparison of the actual results per sampled contract with the approved • Potential revisions of the project cost budget, budgets and the historical data so • The possibility of any customer approvals for as to assess the level of reliability claims and incentives. of the Management’s judgements and estimates. Given the significance of the matter above and the - Confirmation, on a sample basis, of level of the Management’s judgements and estimations the completeness and accuracy of required we consider revenue recognition from the cost and other expenses construction contracts as a key audit matter. incurred for the satisfaction of the performance obligations and their reference to the corresponding projects/contracts according to the accounting data and the relevant support evidence. - Recalculation of the percentage of completion of the performance obligations based on the incurred cost, the project managers’ relevant reports and the Company’s relevant accounting data. - Examination of the supporting documentation in order to evaluate the likelihood claims and incentives be realized.  Evaluation of the adequacy and appropriateness of the disclosures included in Notes of the financial statements. Recoverability of trade receivables As described in Notes C.20, C.23.6 and Ε .21 of the Our audit approach was based on audit financial statements, the Group and the Company’s risk and includes, among other things, trade receivables as at 31.12.2022 amount to €204.005 the following procedures: thousand and €185.518 thousand respectively while the  Assessment of the assertions and relevant accumulated impairment amounts to €53.742 methodology used by the Management of 75 thousand and €53.349 thousand, respe ctively. the Company and the Group for the recoverability of trade receivables. The trade receivables of the Company and the Group  Examination of the legal include receivables from local and foreign customers. advisors’ letters concerning the matters In case customers are unable to meet their contractual they dealt with throughout the year so as obligations the Company and Group are exposed to high to identify any issues about any trade level of credit risk. receivable balances that may not be The Management of the Group and the Company recoverable in the future. evaluates the recoverability of its trade receivables  Receipt of third-party and estimates the necessary impairment provision for confirmation letters, for a representative the expected credit loss. sample of trade receivables and Given the significant value of the trade receivables and performance of procedures subsequent the level of the Management’s judgements and to the date of the financial statements estimations required for the determination of their for the assessment of the year-end recoverable value we consider the evaluation of the balances’ recoverability. impairment of the trade receivables of the Company  Examination of the maturity of and the Group as a key audit matter. the year-end trade receivable balances and detection of any debtors facing financial difficulty.  Discussions with Management and evaluation of the relevant estimations according to the available information.  Recalculation of the impairment of trade receivables taking into consideration specific criteria for debtors, such as the maturity of the balances, significant debtors and high risk debtors.  Evaluation of the adequacy and appropriateness of the disclosures included in Notes of the financial statements. Financial assets at fair value through other comprehensive income Our audit approach was based on As described in Notes C.6, C.20, C.23.11 and Ε.15 of the audit risk and includes, among other financial statements, the book value of the financial things, the following procedures: assets at fair value through Other Comprehensive Income  Review of the valuation for the year ended 31.12.2022 in the separate and reports of the Financial Assets at Fair consolidated financial statements amounts to €141.045 Value through Other Comprehensive thousand and €132.176 thousand, respectively. Income which were prepared by Management’s external experts and assessment of the appropriateness of The Financial Assets at Fair Value through Other the methodology, the discount rate Comprehensive Income are recognized at fair value determination model, as well as the according to IFRS 9 “Financial Instruments”. The reasonableness of the assumptions determination of the fair value was based on the and criteria of the relevant financial estimation of the discounted projected cash flows given models. that no active market exists for those financial assets (participation in Concession companies). The estimation  Evaluation of the accuracy of the projected cash flows involves subjectivity which and reliability of the inputs used and depends on various factors including estimations over are included in the Company’s 76 future revenue, the performance and market risks, cost valuation data and are referred in the estimations as well as the use of the appropriate relevant valuation reports made by discount rate. the Management’s external experts, taking into consideration the relevant financial data from the Concession Given the significance of the matter above and the level companies. of the required judgements and estimations we consider  Assessment of the it as a key audit matter. competence, objectivity, and independence of the Management’s external experts.  Assessment of the mathematical accuracy of the financial models.  Discussions with Management regarding any significant change or facts concerning the aforementioned Financial Assets.  Evaluation of the adequacy and appropriateness of the disclosures included in Notes of the financial statements. Provisions and Contingent liabilities As described in Notes C.8, C.23.8, Ε .28, and Ε .42 of the Our audit approach was based on financial statements, pending court and arbitration cases audit risk and includes, among other exist regarding contractual-work disputes and other things, the following procedures: issues against the Group’s companies. Periodically, the Management of the Group examines the  Receipt of response letters status of each significant case and evaluates the potential financial risk based on its legal advisors’ from the legal advisors regarding opinion. In case the potential loss from any claims and pending court and other legal cases. legal cases is considered probable and the relevant  Discussions directly with the amount can be valuated reliably, the Management of the legal advisors of the Group and Group recognizes provision for the estimated loss. Management regarding the significant Management’s judgement is required to a great extent pending legal cases. for the determination of the probability and the degree  Evaluation of the of a reliable risk assessment. Management’s estimations for the When additional information is available, Management of significant legal cases taking into the Group re-evaluates the contingent liabilities account the background of the case. regarding pending claims and legal cases and may revise  Evaluation of the adequacy its relevant estimations if necessary. Such revisions of and appropriateness of the disclosures the contingent liabilities’ estimations may have a included in Notes of the financial significant impact on the financial position and results of statements. the Group. Given the significance of the matter above and the level of the required judgements and estimations we consider provisions and contingent liabilities as key audit matter. Other Information 77 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 Statements 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. 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 our audit, we conclude that there is a material misstatement therein, we are required to report that matter. We have nothing to report regarding the aforementioned matter. 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 Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless, Management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so. The Audit Committee (art. 44 of 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 incorporated 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 incorporated 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 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 78 79 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.  Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the 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 separate and 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 and the Corporate Governance Statement, which is included therein, according to the provisions of paragraph 5 of article 2 of L. 4336/2015 (part B), we note that: 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 applicable legal requirements of articles 150-151 and 153-154 and of paragraph 1 (cases c’ and d’) of article 152 of Law 4548/2018 and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2022. c) Based on the knowledge we obtained during our audit about the company “AVAX S.A.” and its environment, we have not identified any material inconsistencies in the Board of Directors’ Report. 2. Additional Report to the Audit Committee Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional Report to the Audit Committee of the Company, in accordance with article 11 of EU Regulation 537/2014. 3. Provision of Non-Audit Services We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014 or other permitted non-audit services. 4. Auditor’s Appointment We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 24/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 9 consecutive years. 5. Rules of Procedure The Company has in place Rules of Procedure 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 “AVAX S.A.” (hereinafter Company and Group), 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 and the Group for the year ended December 31, 2022, in XHTML format “213800ZU3OTKF9M41394-2022-12-31-en.xhtml”, as well as the provided XBRL file “213800ZU3OTKF9M41394-2022-12-31-en.zip” with the appropriate mark-up, on the aforementioned consolidated financial statements, including other explanatory information (Notes to the 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 accordance 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 flow, as well as the financial information included in the other explanatory information, shall be marked-up with XBRL tags (XBRL “tags” and “block 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 Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and Group for the year ended December 31, 2022, 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 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 and the Group, 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. Conclusion Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2022, in XHTML format “213800ZU3OTKF9M41394- 80 81 2022-12-31-en.xhtml”, as well as the provided XBRL file “213800ZU3OTKF9M41394-2022-12-31-en.zip” with the appropriate mark-up on the above consolidated financial statements, including the other explanatory information, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework. BDO Certified Public Accountant S.A. 449 Mesogion Av, Athens-Ag. Paraskevi, Greece Reg. SOEL: 173 Ag. Paraskevi, April 26, 2023 Certified Public Accountant Andriana K. Lavazou Reg. SOEL: 45891 AVAX S.A. STATEMENTS OF FINANCIAL POSITION AS AT DECEMBER 31, 2022 (All amounts in Euros) GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 ASSETS Non-current Assets Property, Plant and Equipments 10 41 ,70 4 ,34 3 48 ,45 5 ,78 5 27,445,012 29,567,905 Investment Property 11 1 1 ,53 7,6 9 7 1 2 ,85 5 ,23 7 2,245,736 3,359,336 Right of Use Assets 10α 85 ,55 6 ,57 9 56 ,75 3 ,28 1 50,445,221 27,220,463 Intangible Assets 12 45 5 ,34 1 632 ,09 9 435,702 599,944 Investments in other companies 13 163 ,2 96 ,72 7 220 ,34 7 ,43 1 87,701,551 80,603,244 Financial assets at fair value through other 15 1 32 ,1 76 ,38 7 12 0,0 6 4,1 12 141,045,251 399,195,045 comprehensive income Other non current assets 16 6,65 2 ,23 5 6,3 2 1,7 62 237,479,501 15,899,640 Other long term receivables 16 1 58 ,9 2 2 - 303,714 56,712,858 Deferred tax assets 17 2 2 ,76 5,4 2 6 2 1 ,71 8 ,28 2 31,093,494 30,725,514 Total Non-current Assets 46 4 ,30 3,65 7 48 7,1 4 7,9 89 578,195,182 643,883,949 Current Assets Inventories 19 2 1 ,31 9,7 6 4 2 5 ,75 2 ,27 9 14,894,205 20,384,465 Contractual assets 20 1 48 ,6 37 ,57 5 16 6,0 1 5,7 66 147,272,976 165,804,944 Trade receivables 21 1 50 ,2 62 ,67 8 14 9,0 1 3,3 17 132,169,198 133,188,366 Other receivables 21 1 20 ,2 57 ,88 8 10 4,1 6 3,3 61 126,678,278 105,691,703 Restricted Cash Deposits 22α 1 ,8 63 ,83 9 13 ,87 7 ,48 4 1,863,839 13,877,484 Cash and cash equivalents 22 8 4 ,76 2,0 5 1 10 0,2 1 3,3 40 80,184,439 95,959,840 Total Current Assets 52 7 ,10 3,79 5 55 9,0 3 5,5 46 503,062,935 534,906,803 Non current assets held-for-sale 25β - - 17,942,051 17,942,051 Disposal Group held for sale 25γ 8 5 ,06 1 ,21 5 150 ,25 3 ,72 9 - - Total Assets 1,07 6 ,46 8,6 6 8 1 ,19 6 ,43 7 ,265 1,099,200,169 1,196,732,803 EQUITY AND LIABILITIES Share Capital 29 43 ,29 6,4 5 5 4 3 ,29 6 ,45 5 43,296,455 43,296,455 Share Premium account 29 1 46 ,6 51 ,67 1 14 6,6 5 1,6 71 146,651,671 146,651,671 Revaluation Reserve for financial assets at fair 31 8 7 ,83 7,5 9 6 7 2 ,25 4 ,54 5 52,096,477 247,819,045 value Reserves based on Law 4171/61 32α 38 ,67 6 ,94 4 17 ,48 9 ,31 2 38,676,944 17,489,312 Reserves based on article 48 of Law 4172/2013 32β 270 ,3 27 ,33 7 23 5,0 0 5,3 68 253,075,574 235,005,368 (tax-exempt intra-group dividends) Translation exchange differences (3,8 64 ,89 0) (3 ,70 8 ,175) (4,960,496) (4,917,601) Other Reserves 30 3 9 ,95 9,7 8 4 3 4 ,69 9 ,54 9 25,218,062 23,065,795 Retained earnings (46 8 ,87 8 ,71 6) (44 9,4 6 2 ,743) (258,524,033) (404,249,972) Total Equity (a) 15 4 ,00 6,1 8 0 96 ,22 5 ,98 2 295,530,652 304,160,073 Non-controlling interest (b) 33 9 04 ,0 8 8 14 ,19 2 ,03 3 - - Total Equity (c)=(a)+(b) 15 4 ,91 0,26 8 11 0,4 1 8,0 15 295,530,652 304,160,073 Non-Current Liabilities Debentures/Long term Loans 25 22 8 ,92 8,0 7 1 33 4,8 8 5,5 9 3 228,928,071 332,351,187 Deferred tax liabilities 18 18 ,04 6 ,95 0 14 ,43 3 ,36 8 15,533,262 12,669,014 Provisions for retirement benefits 27 3 ,176 ,2 9 4 4,61 1 ,1 66 2,715,914 4,148,509 Non Current Leasing Liabilities 26 63 ,69 4 ,33 7 48 ,27 6 ,58 4 35,635,809 22,387,800 Other provisions and non-current liabilities 28 31 ,06 0 ,80 1 36 ,65 6 ,83 2 19,425,636 24,534,037 Total Non-Current Liabilities 34 4 ,90 6,45 4 43 8,8 6 3,5 43 302,238,692 396,090,546 Current Liabilities Trade and other creditors 23 404 ,9 76 ,54 4 3 76 ,2 1 4,3 43 404,678,108 383,752,230 Contractual liabilities 20 7,03 0 ,10 7 3,3 5 3,3 27 2,339,677 2,584,159 Income and other tax liabilities 24 12 ,02 4 ,70 4 6,88 5 ,3 29 10,470,706 5,748,923 Liabilities from Leases 26 12 ,08 7 ,69 1 4,88 3 ,9 51 10,864,151 3,751,120 Short term Loans 25 7 8 ,12 0,7 8 2 10 7,4 7 9,0 01 73,078,181 100,645,751 Total Current Liabilities 51 4 ,23 9,82 7 49 8,8 1 5,9 50 501,430,824 496,482,183 Disposal Group held for sale 25γ 6 2 ,41 2 ,12 0 148 ,33 9 ,75 6 - - 57 6 ,65 1,94 7 64 7,15 5,706 501,430,824 496,482,183 Total Liabilities (d) 92 1 ,55 8,40 0 1,08 6,0 1 9,25 0 803,669,516 892,572,730 Total Equity and Liabilities (c+d) 1,07 6 ,46 8,6 6 8 1 ,19 6 ,43 7 ,265 1,099,200,169 1,196,732,803 82 The following notes are integral part of the Financial Statements 83 Χρήση 1.1- 31.12.2022 Χρήση 1.1- 31.12.2021 Χρήση 1.1- 31.12.2022 Χρήση 1.1- 31.12.2021 Turnover 1 4 0 2 ,70 9,1 85 59 2 ,214 ,5 29 361,395,637 560,879,795 Cost of sales 2 (38 1 ,83 7,6 6 6) (56 0 ,58 3 ,35 7) (345,975,603) (542,795,359) Gross profit 20 ,87 1,5 19 31 ,63 1 ,172 15,420,033 18,084,436 Other net operating income/(expenses) - profit/(losses) 3 11 ,57 1,5 96 3,1 43 ,45 1 39,328,476 (850,982) Write-off of doubtful receivables & other provisions 3α (6 ,53 7,2 2 1) (1 5 ,73 3 ,55 2) (6,537,221) (15,733,552) Gain/ (Losses) from property fair-value 11α 3 1 5,4 60 5 1 7 ,00 0 19,400 - Administrative expenses 4 (2 7,9 7 4,4 26) (2 4 ,99 0,7 7 3) (21,399,701) (17,482,891) Selling & Marketing expenses 5 (12 ,98 6 ,22 3) (8,8 12 ,98 4) (12,446,468) (8,257,717) Income from sub-debts 6α 6,5 87 ,6 85 5 ,25 6 ,38 1 2,902,732 835,177 Income/(Losses) from Associates/ Dividends 6β 47 ,43 8 ,93 9 3 1 ,217 ,4 2 5 57,336,305 18,899,942 Profit/ (Loss) before tax, financial and investment results 39 ,28 7,3 29 22 ,22 8 ,12 0 74,623,557 (4,505,588) Finance cost (net) 7 (2 0 ,74 4,1 54) (22 ,25 4 ,34 7) (18,648,471) (19,931,417) Profit/ (Loss) before tax 1 8 ,54 3,1 76 (26,2 28) 55,975,086 (24,437,005) Tax 8 (5,6 2 6,8 64) 2,0 33 ,66 3 (5,136,316) 1,860,973 Profit/ (Loss) after tax from continuing operations 12 ,91 6,3 12 2 ,007 ,43 5 50,838,770 (22,576,032) Profit/ (Loss) after tax from discontinued operations (note 25c) 26,966,208 (14,400,002) - - Profit/ (loss) after tax from continuing and discontinued operations 39 ,88 2,5 20 (12 ,39 2 ,56 7) 50,838,770 (22,576,032) Attributable to: Equity shareholders 38,10 9 ,72 2 (14,0 58 ,96 2) 50,838,770 (22,576,032) Non-controlling interests 1 ,77 2 ,79 8 1 ,66 6,3 9 5 - - 39 ,88 2,5 20 (1 2 ,392 ,56 7) 50,838,770 (22,576,032) From continuing and discontinued operations - Basic Profit/ (Loss) per share (in Euros) 0.26 4 (0.09 7) 0.352 (0.156) From continuing operations - Basic Profit/ (Loss) per share (in Euros) 0.08 8 0.01 3 0.352 (0.156) From discontinued operations - Basic Profit/ (Loss) per share (in Euros) 0.17 6 (0.11 0) - - Weighted average # of shares 1 44 ,32 1,5 16 14 4 ,321 ,51 6 144,321,516 144,321,516 Proposed dividend per share (in € ) 0.07 0.00 Profit before tax, financial and investment results, depreciation and provisions 58 ,22 8,3 41 50 ,9 82 ,98 1 89,289,335 20,080,678 Adjusted Profit before tax, financial and investment results, depreciation and provisions. Includes the profit from the sale of Renewable Energy Sourses (RES) of €39,095,335 that is an ordinary company activity 82 ,32 3,6 75 COMPANY The following notes are integral part of the Financial Statements. AVAX S.A. STATEMENT OF INCOME FOR THE JANUARY 1st, 2022 TO DECEMBER 31st, 2022 PERIOD (All amounts in Euros except per shares' number) Note: The results of discontinued operations are disclosed separately and analyzed in a separate note (see note 25c), in accordance with the requirements of IFRS 5 "Non-current assets held for sale and discontinued operations". Basic Profit/ (Loss) per share (in Euros) GROUP 84 Χρήση 1.1- 31.12.2022 Χρήση 1.1- 31.12.2021 Χρήση 1.1- 31.12.2022 Χρήση 1.1- 31.12.2021 Profit/ (Loss) for the Period 3 9,8 82 ,5 20 (1 2,3 9 2 ,56 7) 50,838,770 (22,576,032) Other Comprehensive Income Net other comprehensive income /(loss) to be reclassified to profit or loss in subsequent periods Exchange Differences on translating foreign operations (1 56 ,71 5) 4,1 19 ,24 1 (42,895) 4,055,518 Cash flow hedges 1,6 20 ,345 1,2 1 1 ,3 27 - - Revaluation reserves for financial assets at fair value through other comprehensive income 1 5,7 5 9 ,7 13 2 9,6 3 0 ,1 33 (61,575,483) 27,510,929 Revaluation reserves of other assets 3,4 66 ,54 9 - 2,610,969 - Other reserves 9 43 ,2 62 (82 3 ,7 8 2) - (884,548) Tax for other comprehensive income (9 40 ,34 4) (1,6 1 4 ,71 9) (576,494) 1,160,364 Net other comprehensive income /(loss) not to be reclassified to profit or loss in subsequent periods Actuarial revaluation of liabilities for personnel retirement 1 83 ,872 (4 2 ,6 06) 148,347 (19,485) Tax for other comprehensive income (40 ,4 5 2) 9,3 73 (32,636) 4,287 Total other comprehensive income from continuing & discontinued operations net of tax 2 0,8 3 6 ,23 2 3 2 ,48 8 ,9 67 (59,468,191) 31,827,065 Total other comprehensive income from discontinued operations net of tax 2 ,32 3 (2 ,321) - - Total other comprehensive income from continuing operations net of tax 2 0,8 3 8 ,55 4 3 2 ,48 6 ,6 46 (59,468,191) 31,827,065 Total comprehensive Income 6 0,7 1 8 ,75 1 2 0 ,09 6 ,4 00 (8,629,421) 9,251,033 Total comprehensive Income attributable to: Equity shareholders 5 8 ,94 5 ,9 53 1 8,4 30 ,0 0 5 (8,629,421) 9,251,033 Non-controlling interests 1 ,77 2 ,7 98 1 ,66 6 ,3 9 5 - - 6 0,7 1 8 ,75 1 2 0 ,09 6 ,4 00 (8,629,421) 9,251,033 The following notes are integral part of the Financial Statements. AVAX S.A. GROUP COMPANY (All amounts in Euros) FOR THE JANUARY 1st, 2022 TO DECEMBER 31st, 2022 PERIOD STATEMENT OF COMPREHENSIVE INCOME 85 Χρήση 1.1- 31.12.2022 Χρήση 1.1- 31.12.2021 Χρήση 1.1- 31.12.2022 Χρήση 1.1- 31.12.2021 Operating Activities Profit/ (Loss) before tax from continuing operations 18 ,54 3,1 76 (26 ,228) Profit/ (Loss) before tax from discontinued operations 27 ,79 0,6 64 (13 ,527 ,84 8) Profit/ (loss) before tax from continuing and discontinued operations 46 ,33 3,8 39 (13,55 4,0 76) 55,975,086 (24,437,005) Adjustments for: Depreciation 6,138 ,8 00 1 1,1 14 ,10 8 3,800,971 4,610,964 Depreciation of rights of use 6 ,4 21 ,786 5 ,882 ,92 7 4,327,587 4,241,750 (Profit) / losses on fair value of property (2 89 ,300) (5 17 ,0 00) - - Provisions / Bad debts 7,509 ,1 76 1 6,2 77 ,49 7 6,537,221 15,733,552 Income from sub-debts (6 ,278 ,2 03) (6,0 86 ,66 7) (2,902,732) (835,177) Interest income (2 ,739 ,0 30) (4 91 ,02 4) (84,816) (21,382) Interest expense 22 ,21 8,6 18 24 ,6 95 ,492 18,733,286 19,952,799 (Profit)/Loss from subsidiary disposal (3 9 ,09 5,3 35) - - - Losses/ (Profit) from financial instruments / dividends (41 ,87 5,3 96) (31 ,21 7,4 24) (93,158,002) (18,899,942) Εxchange rate differences (56 6,2 03) (7 75 ,88 1) (564,224) (775,881) Other non cash and cash equivalents 54 3,4 96 (57 8 ,617) (884,467) (500,906) Change in working capital (Increase)/decrease in inventories 5,6 80 ,92 8 13,8 08 ,72 1 6,738,676 14,072,255 (Increase)/decrease in trade and other receivables 1 5 ,475 ,1 83 5,6 94 ,95 5 76,055,901 50,634,044 Increase/(decrease) in non- banking payables (28 ,48 1,3 22) 29 ,391 ,3 32 15,666,935 13,552,854 Income taxes paid (5 ,444 ,37 1) (4,5 63 ,58 5) (5,077,258) (4,167,773) Εxchange rate differences - 77 5 ,88 1 - 775,881 Cash Flow from continuing and discontinued Operating Activities (a) (14 ,447 ,33 5) 49 ,85 6,6 39 85,164,164 73,936,032 Cash Flow from Discontinued Operating Activities (27 ,503 ,74 9) (3,683 ,18 1) - - Cash Flow from Continuing Operating Activities 13 ,05 6,4 14 53,53 9,8 20 85,164,164 73,936,032 Investing Activities Purchase of tangible and intangible assets (4 ,27 8,0 11) (6,1 07 ,50 9) (2,650,948) (1,677,444) Proceeds from disposal of tangible and intangible assets 1,1 65 ,05 8 4,5 55 ,43 4 1,144,020 2,479,202 Proceeds from sales of assets held for investment 50 0,0 00 18 5,0 00 - - Decrease / (Increase) in secondary loans (subdebt) and bond loans 3,6 88 ,84 3 13,5 58 ,66 3 (221,958,751) (1,263,717) (Acquisition)/disposal of Participations 55 ,74 9,4 98 28 ,333 ,1 64 225,420,710 10,654,719 Interest received 25 3,2 55 49 1,0 24 84,816 21,382 Income from sub-debts 6,4 48 ,48 0 6,0 86 ,66 7 2,902,732 835,177 Income from subsidiaries disposal (minus subsidiaries cash and cash equivalent) 54 ,39 5,8 27 - - - Dividends received 40 ,01 4,2 73 25 ,12 4 ,926 36,066,990 18,070,052 Cash Flow from continuing and discontinued Investing Activities (b) 15 7,9 37 ,224 72,22 7,3 69 41,009,568 29,119,371 Cash Flow from Discontinued Investing Activities 53 ,56 9,6 80 (2 ,830 ,37 2) - - Cash Flow from Continuing Investing Activities 10 4,3 67 ,544 75,05 7,7 41 41,009,568 29,119,371 Χρηματοδοτικές δραστηριοτήτες Share capital increase - - - - Proceeds from loans(note 25a) (13 5 ,648 ,4 68) (58 ,41 1,3 39) (130,990,687) (55,734,559) Payment for leasing liabilities (5 ,526 ,17 1) (5,67 4 ,55 2) (4,238,804) (3,758,213) Interest Paid (19 ,25 7,0 00) (21 ,82 7,7 47) (17,370,589) (18,608,974) Receipt of refundable cash advance - - - - Reduction in non-controlling interest - (1,02 6 ,00 0) - - Interest payment for operating leases (2,9 61 ,61 8) (2,867 ,74 6) (1,362,697) (1,343,825) Cash Flow from continuing and discontinued Financing Activities (c) (16 3 ,393 ,257) (8 9 ,807 ,38 3) (153,962,777) (79,445,571) Cash Flow from Discontinued Financing Activities (53 3 ,898) 1 29 ,50 0 - - Cash Flow from Continuing Financing Activities (16 2 ,859 ,359) (8 9 ,936 ,88 3) (153,962,777) (79,445,571) (Increase)/ Decrease of restricted cash deposits from continuing and discontinued activities 6,2 70 ,29 1 26,8 15 ,47 7 12,013,644 35,018,287 Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c) (19 ,903 ,36 9) 32 ,27 6,6 24 (27,789,045) 23,609,832 Cash and cash equivalents at the beginning of the year 10 9,6 09 ,15 1 50,5 17 ,05 0 95,959,841 37,331,722 Cash and cash equivalent from continuing and discontinued activities at the end of the year 95 ,97 6,0 73 10 9,6 09 ,151 80,184,439 95,959,841 Cash and cash equivalent from discontinued activities at he end of the year 11 ,21 4,0 22 9,3 95 ,811 Cash and cash equivalent from continuing activities at the end of the year 84 ,76 2,0 51 10 0,2 13 ,340 The following notes are integral part of the Financial Statements. AVAX S.A. CASH FLOW STATEMENT AS AT DECEMBER 31, 2022 (All amounts in Euros) GROUP COMPANY 86 GROUP Annual changes in shareholder's equity for the January 1st, 2022 to December 31st 2022 period Share Capital Share Premium Revaluation reserves for financial assets at fair value Reserves from foreign profits Law 4171/61 Reserves art 48 Law 4172/2013 Translation exchange differences Other Reserves Retained earnings Share Capital & Reserves Non-Controlling Interests Total Equity Balance 01.01.2021-Published Data 43 ,29 6 ,45 5 14 6 ,6 5 1 ,67 1 44 ,34 9 ,2 9 9 - 19 3 ,72 6 ,2 1 4 (7,82 9 ,76 7) 24 ,49 1 ,2 9 6 (36 6 ,48 6,368) 78 ,1 9 8,799 13 ,82 4,986 92 ,0 2 3,785 Net profit for the period - - - - - - - (1 4 ,05 8,962) (14 ,0 5 8,962) 1,66 6,395 (1 2 ,3 9 2 ,56 7) Other income for the period - - 27,9 0 5,2 4 6 - - 4 ,11 9 ,24 1 4 6 4 ,48 0 - 3 2 ,4 8 8,967 - 32 ,48 8,967 Total comprehensive income for the period - - 27,90 5 ,2 4 6 - - 4 ,11 9 , 2 4 1 4 6 4 ,48 0 (1 4,0 58,962) 18 ,4 3 0,005 1,66 6,395 2 0 ,09 6,400 Addition/(reduction) of non-controlling intrest - - - - - - - (1 ,05 4,232) (1 ,0 5 4,232) Dividends Reserves of art.48 L.4172/2013 - - - - 41 ,2 79 ,1 5 4 - - (4 1 ,27 9,154) - - - Reserves from foreign profits Law 4171/61 - - - 17 ,4 8 9 ,31 2 - - - (1 7 ,48 9,312) - - - Decrease of reserve due to sale of property asset/Other movements - - - - - 2 ,35 1 9,7 43 ,7 7 3 (1 0 ,14 8 ,94 7) (4 0 2 ,82 3) (24 5 ,11 6) (64 7 ,93 9) Balance 31.12.2021 43 ,29 6 ,45 5 14 6 ,6 51 ,67 1 72 ,25 4 ,54 5 1 7 ,48 9 ,31 2 23 5 ,00 5 ,36 8 (3 ,70 8,1 75) 34,6 99 ,5 4 9 (4 4 9 ,46 2 , 7 4 3) 9 6 ,2 2 5 ,982 14 ,19 2,03 3 11 0 ,4 1 8 ,014 January 1st 2022 43 ,29 6 ,45 5 14 6 ,6 5 1 ,67 1 72 ,25 4 ,5 4 5 17 ,4 8 9 ,31 2 23 5 ,00 5 ,3 6 8 (3,70 8 ,17 5) 34 ,69 9 ,5 4 9 (44 9 ,46 2 ,74 3) 96 ,2 2 5 ,98 2 14 ,19 2 ,03 3 11 0 ,4 1 8 ,01 4 Net profit for the period - - - - - - - 3 8 ,10 9,7 2 2 3 8 ,1 0 9,7 22 1 ,77 2 ,79 8 3 9 ,8 8 2 ,52 0 Other income for the period - - 1 5 ,58 3 ,05 1 - - (15 6 ,71 5) 5 ,40 9 ,8 9 5 - 20 ,83 6 ,23 2 - 2 0 ,8 36 ,2 3 2 Total comprehensive income for the period - - 15,583,051 - - (1 5 6 ,71 5) 5,40 9 ,8 9 5 3 8 ,10 9 , 7 2 2 5 8 ,94 5 ,95 3 1 ,772 ,79 8 6 0 ,7 1 8 , 7 5 1 Dividends Reserves of art.48 L.4172/2013 - - - - 35 ,3 21 ,9 6 8 - - (3 5 ,32 1 ,96 8) - - - Reserves from foreign profits Law 4171/61 - - - 21 ,1 8 7 ,63 2 - - - (2 1 ,18 7 ,63 2) - - - Subsidiaries/participations disposal - - - - - - - - - (1 5 ,83 5,035) (15 ,8 3 5,035) Other movements - - - - - - (1 49 ,6 6 0) (1 ,01 6 ,09 5) (1,16 5 ,75 5) 77 4 ,29 2 (39 1 ,46 3) Balance 31.12.2022 43 ,29 6 ,45 5 14 6 ,6 5 1,67 1 87 ,83 7 ,5 9 6 3 8 ,67 6 ,94 4 27 0 ,32 7 ,33 7 (3 ,86 4 ,89 0) 39 ,95 9 ,78 4 (4 6 8 ,87 8 ,71 6) 1 5 4 ,00 6 ,18 0 9 0 4 ,08 8 15 4 ,91 0 ,26 8 ANNUAL STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY AT 31st DECEMBER 2022 AVAX S.A. (All amounts in Euros) 87 COMPANY Annual changes in shareholder's equity for the January 1st, 2022 to December 31st 2022 period Share Capital Share Premium Revaluation reserves for financial assets at fair value Reserves from foreign profits Law 4171/61 Reserves art 48 Law 4172/2013 Translation exchange differences Other Reserves Retained earnings Total Equity Balance 01.01.2021-Published Data 43,296,455 146,651,671 219,187,060 - 193,726,214 (8,973,119) 23,926,233 (322,905,473) 294,909,040 Net profit for the period - - - - - - - (22,576,032) (22,576,032) Other income for the period - - 28,631,986 - - 4,055,518 (860,438) - 31,827,065 Total comprehensive income for the period - - 28,631,986 - - 4,055,518 (860,438) (22,576,032) 9,251,033 Dividends Reserves of art.48 L.4172/2013 - - - - 41,279,154 - - (41,279,154) - Reserves from foreign profits Law 4171/61 - - - 17,489,312 - - - (17,489,312) - Decrease of reserve due to sale of property asset/Other movements - - - - - - - - - Balance 31.12.2021 43,296,455 146,651,671 247,819,045 17,489,312 235,005,368 (4,917,601) 23,065,795 (404,249,972) 304,160,074 January 1st 2022 43,296,455 146,651,671 247,819,045 17,489,312 235,005,368 (4,917,601) 23,065,795 (404,249,972) 304,160,074 Net profit for the period - - - - - - - 50,838,770 50,838,770 Other income for the period - - (195,722,569) - - (42,895) 136,297,272 - (59,468,191) Total comprehensive income for the period - - (195,722,569) - - (42,895) 136,297,272 50,838,770 (8,629,421) Dividends Reserves of art.48 L.4172/2013 - - - - 18,070,205 - - (18,070,205) - Reserves from foreign profits Law 4171/61 - - - 21,187,632 - - - (21,187,632) - Other movements - - - - - - (134,145,005) 134,145,005 - Balance 31.12.2022 43,296,455 146,651,671 52,096,477 38,676,944 253,075,574 (4,960,496) 25,218,062 (258,524,033) 295,530,653 The following notes are integral part of the Financial Statements. 88 Notes and accounting policies A. ABOUT THE COMPANY A.1 General Information about the Company and the Group AVAX S.A. was listed on the Athens Stock Exchange’s Main Market in 1994 and is based in Marousi, in the Attica prefecture. It boasts substantial expertise spanning the entire spectrum of construction activities (infrastructure projects, civil engineering, BOTs, precast works, real estate etc.) both in Greece and abroad. In 2002, AVAX S.A. merged with its subsidiaries J&P (Hellas) S.A. and ETEK S.A. and was renamed into J&P-AVAX S.A, whereas another 100% subsidiary unit, namely ETETH S.A., merged with its own subsidiary AIXMI S.A. The new business entities which evolved out of these mergers made use of Law 2940/2001 on contractors’ certification for public works. The Group’s leading company AVAX S.A. was awarded a 7 th -class public works certificate, which is the highest class available, whereas ETETH S.A. acquired a 6 th -class certificate. In the year 2007 Avax SA acquired the subsidiary Athena SA. which during 2018 was merged by absorption by the Company following the submission of an optional public offer and the exercise of the squeeze-out right of the minority shareholders of ATHENA SA. At the beginning of 2019, the Company was renamed to AVAX SA again in accordance with the General Meeting of Shareholders of the Company on 27/03/2019 and the Approval Decision No. 40094/09-04-2019 by the Ministry of Economy and Development. A.2 Activities Group strategy is structured around three main pillars: Concessions o Intense presence in concession project tenders, to maintain a substantial backlog of projects and secure long-term revenue streams. o Strengthening the project finance business unit and expanding our network of specialized external business partners (design consultants, financial and insurance advisors, legal firms) to enhance the Group’s effectiveness in bidding for concession projects and maximize the return from their operation by means of financial risk management. Business Activities o Development along the lines of major international construction groups, diversifying revenue through expansion into related business areas, e.g. environmental projects, facility maintenance & management, waste management, maintenance of large infrastructure projects, as well as unrelated activities that offer satisfactory prospects, such as the Auteco network for vehicle technical inspection. Energy o Emphasis on industrial projects in the energy sector, for the construction of power generation and LNG plants, specializing in EPC type projects (design and construction). B. FINANCIAL REPORTING STANDARDS B.1. Compliance with I.F.R.S. 89 AVAX S.A.’s consolidated accounts for the period running from January 1st, 2022 to December 31st, 2022 conform to the International Financial Reporting Standards (I.F.R.S.) issued by the International Accounting Standards Board (I.A.S.B.) and the interpretations issued by IASB’s International Financial Reporting Interpretation Committee (I.F.R.I.C.) which have been adopted by the European Union. B.2. Basis of preparation of the financial statements Consolidated and Company Financial Statements of AVAX S.A. have been prepared on a going concern basis and the historical cost principle as amended by adjusting specific assets and liabilities to current values except for certain financial assets and liabilities (including derivatives), valued at fair value. The policies listed below have been consistently applied throughout the periods presented. The preparation of financial statements in accordance with I.F.R.S. requires the use of estimates and judgments when applying the Company's accounting policies. Significant assumptions (C.23) by management for the application of the company's accounting policies have been identified where appropriate. C. BASIC ACCOUNTING PRINCIPLES The Group consistently applies the following accounting principles in preparing the attached Financial Statements: C.1. Consolidated financial statements (I.F.R.S. 10) and Business Combinations (I.F.R.S. 3) Investments in Subsidiaries All companies managed and controlled, either directly or indirectly, by another company (parent) through ownership of a majority share in the voting rights of the company in which the investment has been made. Subsidiaries are fully consolidated (full consolidation) with the purchase method starting on the date on which their control is assumed, and are excluded from consolidation as soon as their control is relinquished. Acquisitions of subsidiaries by the Group are entered according to the purchase method. Subsidiary acquisition cost is the fair value of all assets transferred, of all shares issued and all liabilities at the acquisition date, plus any costs directly related to the transaction. The specific assets, liabilities and contingent liabilities acquired through a business combination are accounted for at their fair values irrespective of the percentage of participation. The acquisition cost in excess of the fair value of the acquired net assets is entered as goodwill. Should the total acquisition cost fall short of the fair value of the acquired net assets, the difference is directly entered in the Income Statement. Intragroup sales, balances and un-realised profits from transactions among Group companies are omitted. Losses among Group companies (un-realised on a Group level) are also eliminated, except when the transaction provides evidence of impairment of the transferred asset. The accounting principles of subsidiaries have been amended for uniformity purposes relative to those adopted by the Group. At the Company’s balance sheet, investment in subsidiaries is stated at cost less loss from impairment, if any. IAS 36 “Impairment of Assets” requires an impairment test if there is any indication that an asset is impaired. Investments in Associates (I.A.S. 28) 90 All companies which the Group may influence significantly but do not qualify for subsidiary or Joint Venture status. The Group’s assumptions call for ownership between 20% and 50% of a company‘s voting rights to have significant influence on it. Investments in associates are initially entered in the Company’s books at cost and subsequently consolidated using the equity method. The Group’s share into the profit or loss of associates following the acquisition is recognised into the Income Statement, whereas the share into changes in capital reserves following the acquisition is recognised into the reserves. Accumulated changes affect the book value of investments in associates. When the Group’s participation into the financial loss of an associate is equal to or exceeds its participation in the associate, inclusive of provisions for bad debts, the Group does not recognise any further losses, except when covering liabilities or making payments on behalf of the associate, or taking other actions as part of its shareholder relationship. Unrealised profits from transactions between the Group and its associates are omitted according to the participation of the group into those associates. Unrealised gains are omitted, unless the transactions suggest impairment of the transferred assets. Accounting principles of associates have been amended for uniformity purposes relative to those adopted by the Group . Joint Arrangements (I.F.R.S. 11) I.F.R.S. 11 focuses on the rights and obligations arising from the joint arrangements, rather than in their legal form. A common agreement has the following basic features: • The parties are bound by a contractual agreement • The contractual agreement confers on two or more of the parties joint control The IFRS classifies joint arrangements into two types—joint operations and joint ventures. • A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. • A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint venturers) have rights to the net assets of the arrangement. An entity determines the type of joint arrangement in which it is involved by considering its rights and obligations. An entity assesses its rights and obligations by considering the structure and legal form of the arrangement, the contractual terms agreed to by the parties to the arrangement and, when relevant, other facts and circumstances. Τhe factors that the Group tests to determine that joint arrangements are under common control include the structure, legal form, contractual arrangement and other facts and circumstances. The IFRS requires to recognize and to account for a joint arrangement proportionate consolidation – the party’s share of assets, liabilities, income and expenses of a jointly controlled entity was combined line-by-line with similar items in the companies’ financial statements. Also, the party to a joint venture shall account for the above data relating to its participation in the joint venture under the relevant IFRS. Group Structure: AVAX Group consists of the following subsidiaries, which are consolidated with the full consolidation method: Company % of AVAX’s SA participation Fiscal Years not tax audited AVAX S.A., Athens Parent 2017-2022 ΕΤΕTH S.A., Salonica 100% 2017-2022 91 ELVIEX Ltd, Ioannina 60% 2017-2022 AVAX DEVELOPMENT SINGLE MEMBER S.A., Athens 100% 2017-2022 TASK AVAX SINGLE MEMBER S.A., Athens 100% 2017-2022 CONCURRENT REAL INVESTMENΤS SRL, Romania 95,24% 2005-2022 SC BUPRA DEVELOPMENT SRL, Romania 99,93% 2005-2022 AVAX IKTEO S.A., Athens 94% 2017-2022 SC FAETHON DEVELOPMENTS SRL, Romania 100% 2006-2022 MONDO TRAVEL (under liquidation), Athens 99,99% 2017-2022 AVAX CONCESSIONS SINGLE MEMBER S.A, Athens 100% 2017-2022 ATHENS MARINA S.A., Athens 99,84% 2017-2022 AVAX INTERNATIONAL LTD, Cyprus 100% 2017-2022 AVAX MIDDLE EAST LTD, Cyprus 100% 2019-2022 GAS AND POWER TECH DMCC, United Arab Emirates 100% 2019-2022 CONSPEL EMIRATES LLC, United Arab Emirates 49% 2019-2022 ABU DHABI J&PP LLC, Abu Dhabi 49% 2019-2022 AVAX (CYPRUS) LTD, Cyprus 100% 2020-2022 CONSPEL CYPRUS, Cyprus 100% 2019-2022 GLAVIAM HELLAS SINGLE MEMBERED COMPANY LTD 100% 2017-2022 ATHENA LIBYA COMPANY, Libya 65% - ATHENA CONCESSIONS S.A., Athens 99% 2019-2022 ERGONET S.A., Athens 51,52% 2019-2022 P.S.M. SUPPLIERS LTD, Libya 100% 2019-2022 Discontinued Operations VOLTERRA S.A., Athens 100% 2017-2022 IXION ENERGY S.A., Athens 100% 2018-2022 For the fiscal years 2015, 2016, 2017, 2018, 2019, 2020 & 2021 the parent Company and its subsidiaries that are tax audited in Greece have been subjected to tax auditing from an auditor in accordance with article 65A para 1 of Law 4174/2013 and have received a “Tax Compliance Certification” with an unqualified opinion. It should also be noted that for fiscal years 2016 onwards, 92 tax audit and issuance of a Certificate of Tax Compliance by the statutory auditors are optional. The Group and the Company have opted for continued audit by the statutory auditors. The Large Corporation Tax Bureau has carried out tax audits up to the fiscal year 2016, while for the fiscal years 2017 and 2018 the tax audit is ongoing. For the fiscal year 2022, the parent Company and its subsidiaries that are tax audited in Greece have been subjected to tax auditing from an auditor in accordance with article 65A para 1 of Law 4174/2013 as it is amended and still in force . This control is in progress and the related tax certificate is projected to be provided after the publication of the financial statements of 2022. The Group’s management believes that upon completion of the tax audit no additional tax liabilities will be occur that will have substantial impact beyond those recognized and reported in the financial statements. During the current period, the company AVAX & POWER TECHNOLOGIES CYPRUS LTD was dissolved. The companies VOLTERRA K-R S.A., ILIOPHANIA S.A., VOLTERRA LYKOVOUNI SINGLE MEMBER S.A., VOLTERRA KOUKOULI SINGLE MEMBER S.A. & VOLTERRA DOUKAS SINGLE MEMBER S.A. were sold during the first half of 2022 (see note 25c “Disposal group held for sale”). The Group consolidates the following associates using the equity method: 5Ν S.A., Athens 45,00% ATHENS CAR PARKS S.A., Athens 28,99% ATTICA DIODIA S.A., Athens 34,22% ATTIKI ODOS S.A., Athens 34,21% POLISPARK S.A., Athens 30,21% CYCLADES ENERGY CENTER S.A., Athens 45,00% SALONICA PARK S.A., Athens 24,70% AEGEAN MOTORWAY S.A., Larissa 23,61% KEDRINOS LOFOS S.A., Athens 50,00% KEDRINOS LOFOS OPERATION S.A., Athens 50,00% PIRAEUS ST. NICOLAS CAR PARK S.A., Athens 54,26% MARINA LIMASSOL S.A., Limassol 33,50% METROPOLITAN ATHENS PARK S.A., Athens 25,70% STARWARE ENTERPRISES LTD, Cyprus 50,27% VIOENERGEIA S.A., Greece 45,00% ILIA WASTE MANAGEMENT PPP, Greece 50,00% ILIA WASTE MANAGEMENT OPERATION, Greece 50,00% 93 The companies KEDRINOS LOFOS S.A. & KEDRINOS LOFOS OPERATION S.A. were established within 2022 for the financing and execution of the "New Eastern" project with a budget of €382 million. Joint arrangements (construction consortia or companies) which the parent Company or its subsidiaries participate in, are consolidated with the method of proportional consolidations in the financial statements of the parent Company, or its subsidiaries respectively. The total participations in joint arrangements (construction consortia) are as follows: 1. J/V APION KLEOS (ELEFSINA-PATRA & PATRA-PYRGOS), Elefsina 35,70% 2. J/V CONSTRUCTION MALIAKOS – KLEIDI, Larissa 20,70% 3. J/V AKTOR – J&P-AVAX OTE NETWORKS, Athens 50,00% 4. J/V AKTOR – J&P-AVAX, Athens (Maintenance of National Natural Gas Network), Athens 50,00% 5. J/V J&P-AVAX – GHELLA SpA, Piraeus 60,00% 6. J/V AKTOR SA – J&P-AVAX SA., Athens (New Maintenance of Attiki Odos) 34,22% 7. J/V AKTOR SA – J&P-AVAX SA., Achaia (Panagopoula) 33,91% 8. J/V AKTOR SA – J&P-AVAX SA – TERNA SA, Athens (Tithorea- Domokos) 33,33% 9. J/V AKTOR SA – J&P-AVAX SA – TERNA SA, Athens (Tithorea- Domokos-Sub Project D, Bridge) 31,00% 10. J/V AKTOR SA – J&P-AVAX SA (Construction of Gas Networks), Athens 50,00% 11. J/V AKTOR SA – J&P-AVAX SA (Attica Gas Networks & Pipelines), Attica 60,00% 12. J/V AKTOR SA – AVAX SA (D-1618), Psitallia 30,00% 13. J/V AVAX SA – AKTOR (“MACEDONIA” AIRPORT), Thessaloniki 70,00% 14. J/V AVAX SA – AKTOR SA (Gas Projects, PUBLIC GAS NETWORK OPERATION) 50,00% 15. J/V AVAX SA – MESOGEIOS SA (ILIA WASTE TREATMENT) 50,00% 16. J/V AVAX SA – INTRAKAT SA – MYTILINEOS SA – TERNA SA (Construction of an artificial barrier of the border line of Evros), Evros 25,00% 17. J/V AVAX SA. - GHELLA S.p.A. (SUBWAY Line 4), Athens 99,99% 18. J/V AKTOR SA – AVAX SA – ERGOTEM (D-6684), Psitallia 40,00% 94 19. J/V QUEEN ALIA AIRPORT, Jordan 50,00% 20. BONATTI J&P-AVAX Srl, Italy 45,00% 21. J/V J&P AVAX S.A – J&P Ltd (Vassilikos III), Cyprus 75,00% 22. J&P AND J&P AVAX J/V – QATAR BUILDING, Cyprus 45,00% 23. AVAX-J&P LTD-CYBARCO MARINA LIMASSOL J/V, Cyprus 55,00% 24. AVAX SA – TERNA J/V MEDITERRANEAN CITY OF DREAMS 60,00% 25. J/V TSO-ARCHIRODON - ERGONET (indirect participation), Alexandroupoli 22,95% 26. J/V ARCHIRODON – ERGONET (indirect participation), Alexandroupoli 25,50% 27. J/V D.SIRDARIS & CO – ERGONET (indirect participation), Athens 15,30% 28. J/V PROET SA – ERGONET SA (indirect participation), Chania 25,50% 29. J/V ERGONET SA – PROET SA (KOS) (indirect participation), Athens 25,50% 30. J/V EURARCO SA – ERGONET SA (SPERCHEIOS) (indirect participation), Larisa 7,65% 31. J/V IOS SINGLE MEMBER SA - TASK AVAX SINGLE MEMBER SA (Cleaning of Refugee and Immigrant Structures), (indirect participation) 80,00% C.2a. Property, Plant & Equipment (I.A.S. 16) Group Management has utilised the basic valuation method (at acquisition cost, less accumulated amortisation and impairments), as per IAS 16, for classifying operating fixed assets (Technical Equipment, Vehicles, Furniture and other Equipment). The revaluation method was chosen by management for classifying land and fixtures. Revaluation Model Upon recognition as an asset, a fixed asset whose fair value may be estimated reliably may be revalued, to reflect the fair value at recognition date less any subsequent accumulated impairment of value. The fair value of land and buildings is usually appraised by auditor-valuators. The fair value of equipment and fixtures is usually their acquisition price. When tangible fixed assets are revalued, the entire class of similar assets should be revalued. When the book value of a fixed asset increases as a result of revaluation, the increase is credited directly into the Equity as a Revaluation Surplus. Increases in 95 value due to revaluation will be recognised through the Income Statement to the extend it reverses an earlier impairment of the same asset, charged in the Income Statement. Should the book value of an asset be reduced as a result of a revaluation, the decrease in value should be charged in the Income Statement. If a revaluation surplus for that asset exists in Equity, the decrease will be charged directly into Equity up to the value of that surplus. Revaluation surpluses in Equity are transferred to Retained Earnings as soon as the fixed assets are sold or derecognized. Tax effects on the revaluation of tangible fixed assets are recognised and disclosed according to IAS 12 Income Tax. The initial implementation of a tangible fixed asset revaluation policy is treated as a revaluation according to IAS 16, not IAS 8. While applying I.A.S. 36 (on Impairment of Assets), on each reference date, Group management effectively estimates whether its asset base shows signs of impairment, comparing the residual value for each asset against its book value. Subsequent expenditure on fixed assets already appearing on the Company’s books are added to that asset’s book value only if they increase its future economic benefits. All expenditure (maintenance, survey etc.) for assets not increasing their future economic benefits are realised as expenses in the financial period incurred. Expenditures incurred for a major repair or survey of a fixed asset are realised as expenses in the financial period in which they are incurred, except when increasing the future economic benefits of the fixed asset, in which case they are added to the book value of the asset. Depreciation of tangible fixed assets (excluding land which is not depreciated) is calculated on a straight-line basis according to their useful lives. The main depreciation rates are as follows: Operating Property (buildings) 3% Machinery 5.3% - 20% Vehicles 7.5% - 20% Other equipment 15% - 20% Residual values and useful lives of tangible fixed assets are subject to revision on balance sheet date. When the book value of fixed tangibles exceeds their recoverable value, the difference (impairment loss) is directly charged as an expense item in the Income Statement. When disposing of tangible fixed assets, the difference between the revenue from the sale and the book value of the assets is realised as profit or loss in the Income Statement. Own-produced fixed tangibles constitute an addition to the acquisition cost of the assets in the form of direct cost of personnel participating in their production (including related employer’s social security contributions), cost of materials and other general expenses. C.2b. Investment Property (IAS 40) For investment property, management has opted to apply the method of revaluation (fair values), based on IAS 40. Management believes that the use of fair values in appraising investment property provides reliable and more pertinent information, because it is based on updated prices. 96 C.3. Intangible Assets (I.A.S. 38) Only expenses meeting the criteria of I.A.S. 38.18 are capitalized, such as expenses for computer software and licenses. Intangible assets includes computer licenses. C.4. Impairment of Assets (I.A.S. 36) i) Goodwill Goodwill represents the additional price paid by the Group for the acquisition of new subsidiaries, joint ventures, and associates. It arises from the comparison of the price paid for the acquisition of a new company with the proportion of the group share to the fair value of the net assets, during the acquisition date. The arisen goodwill from the acquisition of the new subsidiaries and joint ventures is recognized to intangible assets. Every year impairment test for the goodwill is conducted, which decreases the original amount as it is recognized in the balance sheet. During the calculation of profit or loss arisen from participation disposal, the relevant (if any) goodwill is taken under consideration of the disposed company. For an easier processing of impairment tests, goodwill is allocated to Cash Generating Units (CGU’s). The CGU is the smallest identifiable unit of assets which creates independent cash flows and represents the level at which the Group collects and presents the financial data for reasons of internal information. The impairment for the goodwill, is determined from the calculation of the recoverable amount of the CGU’s with which the goodwill is connected. Impairment loss which is related with goodwill cannot be reversed in future periods. The Group conducts the annual test for goodwill impairment at 31 December of each accounting period. In case that the fair value of net assets of a company during the acquisition date is higher than the price paid for the acquisition, negative goodwill is recognized (income), which goes directly in the Income Statement. ii) Other Assets Intangible assets with an infinite useful life are not depreciated and are subject to annual review for impairment, whenever events take place showing their book value is not recoverable. Assets being depreciated are subject to review of their value impairment when there are indications that their book value shall not be recovered. Net Selling Price (NSP) is the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable willing parties, less the costs of disposal. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. At each balance sheet date, management assess whether there is an indication of impairment as required by I.A.S. 36, requiring that the book value of assets does not exceed their recoverable amount. Recoverable amount is the highest between Net Selling Price and Value in Use. This evaluation also takes into account all available information, either from internal or external sources. Impairment review is applied on all assets except for inventories, construction contracts, deferred tax receivables, financial assets falling under I.F.R.S. 9, investment property and non-current assets classified as being held for disposal. Impairment losses are charged in the Income Statement. C.5. Inventories (I.A.S. 2) 97 On Balance Sheet date, inventories are valued at the lowest between cost and Net Realisable Value (NRV). NRV is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale. Inventory cost does not include financial expenses. C.6. Financial Instruments: Presentation (I.A.S. 32) The principles in this Standard complement the principles for recognising and measuring financial assets and financial liabilities in IFRS 9 Financial Instruments. This Standard is concerned with the classification of financial instruments into financial assets, financial liabilities and equity instruments, as well as the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities should be offset. A financial instrument is any contract that simultaneously gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Participatory security is any contract that proves a right to the remaining balance, if from the assets of an entity are deducted its liabilities. Fair value defined the price that somebody would receive for the sale of an asset or that somebody would pay for the transfer of an obligation to a normal transaction between market participants at the date of measurement. C.7. Financial Instruments: Disclosures (I.F.R.S. 7) I.F.R.S. 7 refers to all risks arising from all financial instruments, except those instruments specifically excluded (e.g. interests in subsidiaries, associates and joint ventures, etc.). The objective of the disclosures is to provide an overview of the Group’s use of financial instruments and its exposure to risks they create. The extent of the disclosure required depends on the extent of the Company’s use of financial instruments and its exposure to risk . C.8. Provisions, Contingent Liabilities and Contingent Assets (I.A.S. 37) Provisions are recognized when the Group faces legal or substantiated liabilities resulting from past events, their settlement may result in an outflow of resources and the amount of the liability can be reliably estimated. Provisions are reviewed on Balance Sheet date and adjusted to reflect the present value of the expense estimated for settling the liability. Contingent liabilities are not recognized in the financial statements but nevertheless are disclosed in the accompanying notes, except when the probability of an outflow of resources is minimal. Contingent assets are not recognized in the financial statements, but are disclosed in the notes, provided an inflow of economic benefits is probable. C.9. Accounting for Government Grants and disclosure of Government Assistance (I.A.S. 20) The Group recognizes government grants (subsidies) only when there is reasonable assurance that: a) the enterprise will comply with any conditions attached to the grants, b) the grant is likely to be received. Subsidies are entered in the company’s books at their fair value and recognized on a consistent basis as revenue, in accordance with the principle of matching the receipts of subsidies with the related expenses. Subsidies on assets are included in long-term liabilities as deferred income and recognized on a consistent basis as revenues over the expected useful life of the assets. 98 C.10. The effects of changes in Foreign Exchange Rates (I.A.S. 21) The financial statements of all Group companies are prepared using the currency of the economic area which the Group mainly operates in (operating currency). Consolidated financial reports are denominated in euros, the operating and presentation currency of the parent Company and its subsidiaries. Transactions in foreign currency are converted in the operating currency according to the going foreign exchange rates on the date on which transactions take place. Profit and losses from foreign exchange differences arising from settlement of transactions in foreign currency during the financial reporting period and the conversion of monetary items denominated in foreign currency according to the going exchange rates on balance sheet date are recognised in the Income Statement. Foreign exchange adjustments for non-monetary items valued at fair value are considered part of the fair value and are therefore treated as differences in fair value. C.11. Earnings per share (I.A.S. 33) Expenses incurred due to the issue of new shares appear below the deduction of related income tax, reducing the net proceeds from the issue. Expenses incurred due to the issue of new shares to finance the acquisition of another company are included in the target company’s total acquisition cost. C.12. Dividend Distribution (I.A.S. 10) Dividend distribution to the parent's shareholders is recognized as a liability in the consolidated financial statements at the date that the distribution is approved by the General Meeting of Shareholders. C.13. Income Taxes & Deferred Tax (I.A.S. 12) Income tax expenses appearing in the Income Statement include both tax for the period and deferred tax, which correspond to tax charges or tax returns arising from benefits realized within the reporting period in question but booked by the tax authorities in earlier or later reporting periods. Income tax is recognized in the Income Statement for the reporting period, except for tax relating to transactions directly charged against shareholders’ funds; in that case, income tax is similarly charged directly against shareholders’ funds. Current income tax includes short-term liabilities and/or receivables from the tax authorities related to payable tax on the taxable income of the reporting period, as well as any additional income tax from earlier reporting periods. Current tax is calculated according to the tax rates and fiscal legislation applied on each reporting period involved, based on the taxable income for the year. All changes in short-term tax items listed on either side of the balance sheet are recognized as part of the tax expense in the Income Statement. Deferred income tax is calculated by means of the liability arising from the temporary difference between book value and the tax base of asset and liabilities. No deferred income tax is entered when arising from the initial recognition of assets or liabilities in a transaction, excluding corporate mergers, which did not affect the reported or taxable profit / loss at that time. Deferred tax income and liabilities are valued according to the tax rates expected to apply in the reporting period in which the receipt or payment will be settled, taking into account the tax rates (and fiscal laws) introduced or in effect until the reporting date. The tax rate in effect on the day following the reporting date is used whenever the timing of reversal of temporary differences cannot be accurately determined. 99 Deferred tax receivables are recognized to the extent in which taxable profits will arise in the future while making use of the temporary difference which gives rise to the deferred tax receivable. Deferred income tax is recognized for the temporary differences arising from investments in subsidiaries and affiliates, excluding those cases where de-recognition of temporary differences is controlled by the Group and temporary differences are not expected to be derecognized in the foreseeable future. Most changes in deferred tax receivables or liabilities are recognised as tax expenses in the Income Statement. Only changes in assets or liabilities affecting temporary differences (e.g. asset revaluations) which are recognized directly against the Group’s shareholders’ funds do result in changes in deferred tax receivables or liabilities being charged against the relevant revaluation reserve. C.14. Personnel Benefits (I.A.S. 19) Short-term benefits: Short-term benefits to personnel (excluding termination benefits) in money and in kind are recognized as an expense when deemed payable. Portions of the benefit yet unpaid are classified as a liability, whereas if the amount already paid exceeds the benefit then the company recognizes the excess amount as an asset (prepaid expenses) only to the extent to which the prepayment will result in a reduction in future payments or to a fund return. Retirement benefits: Benefits at retirement from service include a defined contribution plan as well as a defined benefit plan. Defined Contribution Plan: According to the plan, the company’s legal liability is limited to the amount agreed for contribution to the institution (social security fund) managing employer contributions and handing out benefits (pensions, medical plans etc). The accrued cost of defined contribution plans is classified as an expense in the corresponding financial reporting period. Defined Benefit Plan: The Company has legal liability for personnel benefits due to lay-offs ahead of retirement date or benefits upon retirement from service, in accordance with pertinent legislation. The Projected Unit Credit Method is used to calculate the present value of defined benefit obligations, the related current cost of services and the cost of services rendered which is the accrued services method, according to which benefits are paid at the financial periods in which the retirement benefit liability is founded. Liabilities arise while employees provide services qualifying for retirement benefits. The Projected Unit Credit Method therefore requires that benefits are paid in both the current reporting period (to calculate the current cost of services) and in the current and past reporting periods (to calculate the present value of defined benefit obligations). Despite the fact that remaining in service with the Company is a prerequisite for receiving benefits (ie benefits cannot be taken for granted by employees), liabilities are calculated using actuarial methods as follows: Demographic Assumptions: Personnel Turnover (Staff Resignations / Staff Lay-offs), and Financial Assumptions: discount rate, future salary levels (calculated using government bond yield of equal maturities) and estimated future changes in state benefits affecting payable benefits. The Group has not formally or unofficially activated any special benefit program for its employees, which program is committed to benefits in case of departure of employees. The only program that is valid and has been activated in the past is the 100 contractual obligation to provide a lump sum according to 40% of the scale (based on the current legislation l.2112 / 20, l.3198 / 55 and l.4093 / 12). Also, the Company is not bound, neither legally nor presumably, by the provision of labor law (paragraph (a) of article 8 of law 3198/55), on compensation of employees who leave voluntarily after completing 15 years of service. The company also intends to maintain the aforementioned "non-commitment" regime towards employees in the future. C.15. Leases (I.F.R.S. 16) Leases are recognized in the Statement of Financial Position as a right to use an asset and a lease obligation on the date that the leased asset becomes available for use. Each lease is divided between the lease liability and the interest, which is charged to the results throughout the term of the lease, in order to obtain a fixed interest rate on the balance of the financial liability in each period. Subsequent measurement Subsequent measurement of right of use asset After the lease date commencement, the Group measures the right to use the asset in the cost model: (a) less any accumulated depreciation and impairment losses, and (b) adjusted for any subsequent lease measurement, applies the requirements of IAS 16 regarding the depreciation of the right to use an asset, which it examines for impairment. Subsequent measurement of the lease liability Following the effective date of the lease period, the Group measures the lease liability as follows: (a) increasing the carrying amount to reflect the financial cost of the lease; (b) reducing the carrying amount to reflect the lease, and (c) remeasuring the carrying amount to reflect any revaluation or modification of the lease. The financial cost of a lease liability is allocated during the lease period in such a way as to give a fixed periodic rate of interest on the outstanding balance of the liability. After the effective date of the lease period, the Group recognizes profit or loss (unless costs are included in the carrying amount of another asset for which other relevant Standards are applied) and the following two elements: (a) the financial cost of the lease obligation; and (b) variable lease payments that are not included in the measurement of the lease liability during the period in which the event that triggers those payments is made. Sale and Leaseback According to IFRS 16, the treatment of a sale and leaseback transaction depends on whether the transaction constitutes a sale of the asset in accordance with IFRS 15 "Revenues from contracts with customers". If the transaction constitutes a sale of the asset in accordance with IFRS 15, then: The company as a lessee recognizes a profit or loss from the transaction in proportion to the rights transferred to the buyer, The company as a lessor applies the lessor's accounting based on the provisions of IFRS 16 If the fair value of the sale price of the asset is not equal to the fair value of the asset, then the company should make the following adjustments: Any price lower than the market is considered as an advance on future lease payments Any price higher than the market is considered as additional financing from the buyer - lessee to the seller - lessor. C.16. Borrowing Cost (I.A.S. 23) Borrowing cost refers to interest charged on debt, as well as other expenses incurred by the company in securing that debt. 101 I ncluded in borrowing costs are: - Interest expenses on short-term and long-term bank loans, as well as overdraft interest charges - Amortisation of par discount arising from bond loan issues - Amortisation of additional expenses incurred in securing a loan - Financial expenses from leases, as defined in I.F.R.S. 16 - Foreign exchange adjustments, to the extent that they constitute a financial expense Borrowing costs that can be allocated directly in acquisition, construction or production of an asset which fulfils the requirements should be capitalized. C.17. Operating Segments (I.F.R.S. 8) The Group recognizes the sectors of constructions, concessions, energy and other activities as its primary business operating segments. It also recognizes Greece and international markets as its secondary operating geographic segments. Those operating segments are used by Management for internal purposes and strategic decisions are taken on the basis of the adjusted operating results of each segment, which are used to measure their performance. C.18. Related Party Disclosures (I.A.S. 24) Related party disclosures are governed by I.A.S. 24 and refer to transactions between a company reporting its financial statements and other related parties. The main issue is the economic substance of transactions, as opposed to their legal form. A company is considered a related party to a reporting company if: a) It is directly or indirectly via intermediaries in control, or controlled by or under joint control of the reporting company b) It controls an equity stake in the reporting company which grants substantial control, or joint control of the reporting company c) It is an associate, as defined in IAS 28 d) It is a joint venture, as defined in IFRS 11 e) It is a key member of the top management team (Board of Directors) of the reporting company or its parent firm f) It is closely related family-wise to any person matching the first and fourth case noted above g) It is a company controlled (or under joint control or under substantial influence) by a person matching the fourth and fifth case noted above h) It is has an employee defined benefit plan in place, where those eligible for receiving the benefits are either the reporting company or the employees of the reporting company Related party transaction is any transfer of resources, services or liabilities between related parties, irrespective of the payment of a price in return. C.19. Revenue from contracts with customers (I.F.R.S. 15) The standard establishes a five-step model for determining revenue from customer contracts: 1. Identify the contract with the client. 2. Determination of enforcement obligations. 3. Determination of the transaction price. 102 4. Allocation of the transaction price to the contractual obligations. 5. Recognition of revenue when or when an entity fulfills its obligation to execute. In accordance with IFRS 15, revenue is recognized at the amount that an entity expects to be entitled to in return for the transfer of goods or services to a customer. The standard also specifies the accounting for the additional costs of obtaining a contract and the direct costs required to complete the contract. Revenue is the amount that an entity expects to be entitled to in return for the goods or services it has transferred to a customer, excluding amounts collected on behalf of third parties (value added tax, other sales taxes). Variable amounts are included in the price and are calculated either by the "expected value" method or the "most probable amount" method. An entity recognizes revenue when (or as it) satisfies a contractual obligation by transferring the goods or services promised to the customer. The customer acquires control of the good or service if he is able to direct the use and derive substantially all the financial benefits from that good or service. The control is transferred over a period or at a specific time. Revenue from the sale of goods is recognized when control of the good is transferred to the customer, usually upon delivery, and there is no unfulfilled obligation that could affect the customer's acceptance of the good. Revenue from the provision of services is recognized in the accounting period in which the services are provided and measured according to the nature of the services provided, using either out put methods or in put methods. A customer's receivable is recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations to the customer. A contractual asset is recognized when the Group and the Company have satisfied its obligations to the customer before the customer pays or the payment becomes due, for example when the goods or services are transferred to the customer prior to the Group's right to invoicing. A contractual liability is recognized when the Company and the Group receive a payment from the customer (prepayment) or when they retain a right that is unconditional (deferred income) before the performance of the contract obligations and the transfer of the goods or services. The contractual liability is derecognised when the obligations of the contract are executed and the income is recorded in the income statement. The Group is active in the fields of Construction, Concessions, Energy Trading and Real Estate Investments. In the context of assessing the impact of applying IFRS. 15, the Group divided its revenues into revenues from construction and maintenance contracts, revenues from the sale of goods, revenues from electricity trading and other income. Revenue from construction contracts and maintenance contracts Contracts with customers of this category concern the construction or maintenance of public projects and private projects in Greece and abroad. Each construction contract contains a single performance obligation for the contractor. Even in the cases of contracts that contain both the design and construction of a project, in substance the contractor’s obligation is to deliver one project, the goods and services of which form individual components. Contract revenue will continue to be accounted for over the time of the contract by using an estimation method similar to the percentage of completion method. The completion stage is measured on the basis of the contractual costs incurred up to the balance sheet date in relation to the total estimated cost of construction of each project. IFRS 15 states that any variable consideration, i.e. claims for delay/acceleration costs, reward bonus, additional work, should only be recognized as revenue if it is highly probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. In making this assessment, Management has to consider past experience adjusted to the 103 circumstances of the existing contracts. Additional claims and variation orders are included in contract revenue when it is probable that they will be approved by the customer and the amount of revenue can be reliably measured. Costs of Projects: Project costs include the following: - Costs directly linked to this project, - Costs attributable to the specific project and attributable to the project, - Other costs charged to that particular customer in accordance with the terms of the contract. In the second case, general construction costs are also included. These costs are allocated on an ongoing basis using reasonable methods and bases that are consistently applied to all expenses with similar characteristics. Indirect project costs include costs such as the preparation and processing of the payroll of construction sites, bank costs directly related to the projects. Costs that are not attributed or allocated to a project include sales expenses, research and development costs, general administrative expenses and depreciation of machinery inactivity, which are not occupied in the specific project. There are also contracts with clients for the maintenance of construction projects. Recognition of the revenue from these contracts is made during the contract using the percentage cost-based approach. C.20. Financial Instruments (I.F.R.S. 9) Under I.F.R.S. 9, financial instruments are measured and classified at either fair value (fair value through profit or loss or fair value through other comprehensive income) or amortized cost. The classification is based on two criteria: a) the business model for managing the assets and b) whether the instruments’ contractual cash flows represent “solely payments of principal and interest” on the principal amount outstanding (the ‘SPPI criterion’). The classification of equity instruments is based on the business model for managing the investments concerned. The Group and the Company measure financial assets initially at their fair value by adding transaction costs, and if a financial asset is not measured at its fair value, it will be measured through profit or loss. Trade receivables are initially measured at the transaction price. Impairment The Group and the Company recognize impairment provisions for expected credit losses for all financial assets. Expected credit losses are based on the difference between the contractual cash flows and all cash flows that the Group and the Company expects to receive. The difference is discounted using an estimate of the original effective interest rate of the financial asset. For contractual assets, trade receivables and leases, the Group and the Company have applied the simplified approach to the standard and have calculated the expected credit losses on the basis of the expected credit losses over the life of those assets. Risk Hedging The IFRS 9 enables entities to continue to apply the requirements of IAS 39 for hedge accounting. The Group and the Company have chosen to continue to apply IAS 39 for the existing hedging relationship at the date of first application. Therefore, they will 104 continue to apply their present hedge accounting policy, although they will consider initiating the hedge accounting in accordance with IFRS 9 requirements when a new hedging relationship arises. Classification & measurement A. Financial assets at amortized cost Financial assets will be measured at amortized cost if they are held within a business model for the purpose of holding and collecting the contractual cash flows that meet the SPPI criterion. Interest income of these items is included in financial income and is recognized using the effective interest rate. Any gain or loss resulting from the write-off is recognized immediately in the income statement. Financial assets classified in this category mainly include the following assets: Trade and other receivables Trade receivables are initially recognized at their fair value and are subsequently measured at amortized cost using the effective interest method, unless the result of the discount is not material, less any impairment loss. Trade and other receivables also include foreign exchange and receivables. B. Financial assets at fair value through other comprehensive income Debt Securities This category includes investments in Subordinated Debt, in concessions in the Group and the Company, which will be measured at fair value through the statement of other comprehensive income if they are held as part of a business model whose objective both the collection of cash flows and the sale of financial assets, and these contractual cash flows relate exclusively to capital and interest payments. Changes in fair value are recognized in the statement of comprehensive income and upon their recognition the accumulated profits or losses will be recycled to the income statement. According to I.A.S. 32 «Financial Instruments: Presentation», when a financial instrument includes a contractual commitment to deliver cash or other financial asset to another entity, then the financial instrument is classified as a debt security. Furthermore, according to I.A.S. 32, there is the possibility of reclassifying a financial instrument from a participatory to debt security due to changes in the substantive terms of the contract without changing the contractual terms. Participatory Securities This category includes equity investments mainly in concession companies that the Group and the Company intends to hold in the foreseeable future and have decided to classify them in their initial recognition or transfer to the IFRS 9. Dividends from such investments continue to be recognized in the income statement unless they represent a recovery of part of the cost of the investment. Changes in fair value are recognized in the statement of comprehensive income and, upon their recognition, accrued gains or losses will not be recycled to the income statement. C. Financial assets at fair value through profit and loss In all other cases, the financial assets will be measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are initially recognized at fair value and transaction costs are recognized in profit or loss in the period in which they arise. Realized and unrealized gains or losses arising from changes in the fair value of financial assets measured at fair value through profit or loss are recognized in profit or loss in the period in which they arise. 105 The Group and the Company do not have any assets in this category, however maintains the right, in the event of a change in the business model, to reclassify financial assets from the category of amortized cost to the category of fair value through profit and loss. In this case, any profit or loss resulting from the difference between the previous amortized cost of the financial asset and the fair value is recognized in profit and loss (according to I.F.R.S. 9) Furthermore, the Group and the Company maintains the right, in the event of a change in the business model, to reclassify financial assets from the category of fair value through other comprehensive income to the category of fair value through profit and loss. In this case, the cumulative gain or loss previously recognized in the other comprehensive income is reclassified from equity to profit and loss as adjusted from reclassification (according to IAS 1 and IFRS 9) on the date of reclassification . C.21 Restricted Cash Deposits Restricted cash are cash equivalents not readily available for use. These cash equivalents may not be used by the Group until a certain point in time or an event is reached or occurs in the future. In the cases where restricted cash is expected to be used within one year from the date of the statement of financial position, these are classified as a short-term asset. However, if they are not expected to be used within one year from the date of the statement of financial position, they are classified as a long- term asset. C.22 Non-current assets held for sale & discontinued operations (I.F.R.S. 5) The Group classifies a non-current asset or a disposal group (assets and liabilities that will be transferred to a single transaction) as held for sale, if their value is expected to be recovered primarily through sale and not through their use. The basic conditions for classifying a non-current asset or a disposal group as held for sale, are the asset or group to be available for immediate sale in their present condition, and the completion of the sale depends only from conditions that are common and typical for the sale of such items and the sale should be very likely. In order for a sale to be considered very likely, it must be: 1. management has committed itself to the sale, 2. has started an active program to find a buyer and complete the program, 3. the non-current asset must be marketed for sale at a reasonable price in relation to the present fair value, 4. its sale must be considered complete within 12 months from the date of its classification as held for sale. Assets held for sale and disposal groups are measured at the lowest value between the book value and the fair value deducted the sale expenses. Also profit or loss from the sale of these items are recognized in the statement of income. Immediately before the initial classification of the asset or the disposal group as held for sale, the asset (or all assets and liabilities included in the group) are valued on the basis of the applicable IFRS. Non-current assets (or disposal groups), that classified as held for sale are valued (after the initial classification as above) at the lowest value between the value that appears to the financial statements and their fair value, reduced the direct selling expenses, and the resulting impairment losses are recorded in the statement of income. Any possible increase in the fair value in a subsequent valuation is recorded in the statement of income but not for an amount greater than the initial impairment loss. From the date on which a non-current asset (or non-current assets which included in a disposal group) is classified as held for sale, depreciation on such items is not considered. [See note 25c Disposal Group Held for Sale] C.23 Significant accounting estimates and judgments 106 The preparation of the financial statements requires management to make estimations and judgments that affect the reported disclosures. On an ongoing basis, management evaluates its estimates, the most important of which are presented below. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. These management’s estimation and assumptions form the bases for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. C.23.1 Impairment of goodwill and other non-financial assets Management tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in paragraph C.4.i. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates which mainly relate to future earnings and discount rates. Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the accounting policy stated in paragraph C.6. C.23.2 Income taxes Group entities are subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. C.23.3 Deferred tax assets Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Further details on taxes are disclosed in note 17. C.23.4 Asset lives and residual values Property, plant and equipment (PPE) are depreciated over their estimated useful lives. The actual lives of the assets are assessed annually and may vary depending on a number of factors. C.23.5 Allowance for net realizable value of inventory The allowance for net realizable value of inventory, in accordance with the accounting policy as stated in paragraph C.5, represents management’s best estimate, based on historic sales trends and its assessment on quality and volume, of the extent to which the stock on hand at the reporting date will be sold below cost. C.23.6 Allowance for doubtful accounts receivable The Group’s management periodically reassess the adequately of the allowance for doubtful accounts receivable using parameters such as its credit policy, reports from its legal counsel on recent developments of the cases they are handling, and its judgment/estimate about the impact of other factors affecting the recoverability of the receivables. C.23.7 Provision for staff leaving indemnities 107 The cost for the staff leaving indemnities is determined based on actuarial valuations. The actuarial valuation requires management making assumptions about future salary increases, discount rates, mortality rates, etc. Management, at each reporting date when the provision is re-examined, tries to give its best estimate regarding the above mentioned parameters. [See note 27 Provisions for retirement benefits] C.23.8 Contingent liabilities The existence of contingent liabilities requires from management making assumptions and estimates continuously related to the possibility that future events may or may not occur as well as the effects that those events may have on the activities of the Group. C.23.9 Revenue from Contracts with Customers (I.F.R.S. 15) Whenever the financial result of a contract may be estimated with reliability, the income and expenses of the contract are recognized during the life of the contract respectively as income and expenses. Income is only recognized to the extent that the cost arising from the contract may be recovered, while that cost is recognized as an expense in the period in which it arose. C.23.10 Joint Arrangements (I.F.R.S. 11) The factors examined by the Group to assess whether a company is a joint arrangement, include the structure, the legal form, the contractual agreement and other facts and conditions. C.23.11 Fair Value measurement (I.F.R.S. 13) A number of assets and liabilities included in the Group’s financial statements require measurement at, and / or disclosure of, fair value. The Group measures a number of items at fair value: * Tangible Fixed Assets & Property for Investment * Financial Assets available for Sale * Long-Term and Short-Term Loans * Derivative Financial Instruments C.23.12 Derivative financial instruments and hedging activities Group Companies consider, as applicable, entering into derivative financial instrument contracts with the aim of hedging their exposure to interest rate risk deriving from long-term loan agreements. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. This procedure includes linking all derivatives defined as hedging instruments to specific asset and liability items or to specific commitments or forecast transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Any changes in the value of the derivative that does not meet the recognition criteria as a hedging instrument are recognized in the income statement. The estimated fair value is calculated on the basis of current prices. The total fair value of hedging derivatives is classified as equity. Cash flow hedge Derivative assets are initially recognized at fair value as of the date of the relevant agreement. The portion of change to the derivative’s fair value considered effective and meeting the cash flow hedging criteria is recognized in other comprehensive income. Profit or loss associated with the non-effective portion of change is directly recognized in the Income Statement, under 108 “Finance income” or “Finance cost”. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects the profit or loss of the period. Profit or loss associated with the effective portion of the hedging of floating interest rate swaps is recognized in the Income Statement under “Finance income” or “Finance cost”. However, when a prospective transaction to be hedged results in the recognition of a non-financial asset (such as inventory or PPE), then profit or losses previously recognized in equity are transferred from Equity and are accounted for at the initial cost of such asset. The deferred amounts are ultimately recognized in cost of goods sold in the case of inventory or in depreciation in the case of fixed assets. When a hedging instrument expires or it is sold, or when a hedging relation no longer meets the criteria of hedge accounting, the cumulative profit or loss recorded to that time under Equity remain in Equity and are recognized when the prospective transaction is ultimately recognized in the Income Statement. When a prospective transaction is no longer expected to occur, the cumulative profit or loss recognized in Equity is directly transferred to the Income Statement under “Other operating profit/(loss)”. D. NEW STANDARDS, INTERPRETATIONS AND AMENDMENT OF CURRENT STANDARDS Significant Accounting Policies The principal accounting policies adopted in the preparation of the consolidated financial statements are set out in note C. The policies have been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are presented in €, which is also the Company’s & the Group’s functional currency. These financial statements have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRSs). The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note C.23. Changes in accounting policies a. New and amended standards adopted by the Company and the Group Title IASB Effective Date Annual Improvements to IFRSs - 2018-2020 cycle 1 January 2022 IAS 16 Property, Plant and Equipment (Amendment – Proceeds before Intended Use) 1 January 2022 IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment – Onerous Contracts – Cost of Fulfilling a Contract) 1 January 2022 IFRS 3 Business Combinations (Amendment – Reference to the Conceptual Framework) 1 January 2022 New and amended standards and Interpretations issued by the IASB did not impact Group financial statements as they are either not relevant to the Group’s activities or require accounting which is consistent with the Group’s current accounting policies. 109 b. New standards, amendments to standards and interpretations issued not yet effective, nor early adopted Title Mandatorily effective for periods beginning on or after IFRS 17 Insurance Contracts 1 January 2023 IFRS 17 Insurance contracts (Amendment - Initial Application of IFRS 17 and IFRS 9 – Comparative Information) 1 January 2023 IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 (Amendment - Disclosure of Accounting policies) 1 January 2023 IAS 8 Accounting policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Accounting Estimates) 1 January 2023 IAS 12 Income Taxes (Amendment - Deferred Tax related to Assets and Liabilities arising from a Single Transaction) 1 January 2023 IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment – Classification of Liabilities as Current or Non-current) 1 January 2024 IFRS 16 Leases (Amendment - Lease Liability in a Sale and Leaseback) 1 January 2024 The Company and the Group is currently investigating the impact of these new standards and amendments on its financial statements. The Company and the Group does not believe these standards and interpretations will have a material impact on the financial statements once adopted. 110 E. NOTES TO THE FINANCIAL STATEMENTS 1. Turnover 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Turnover (construction) 358,056,155 567,222,567 343,179,305 551,335,804 Sale of products 6,700,526 5,940,124 52,420 1,448,807 Sale of services 37,952,504 19,051,838 18,163,911 8,095,184 TOTAL from continuing operations 402,709,185 592,214,529 361,395,637 560,879,795 TOTAL from discontinued operations 394,239,878 190,577,450 - - TOTAL from continuing & discontinued operations 796,949,063 782,791,979 361,395,637 560,879,795 In accordance with the provisions of Article 154 of Law 4938/2022, the possibility of additional payment (premium) is introduced to contractors who execute project contracts, who did not make use of the case of § 1 of Article 153 (as referred to in Article 154) of Law. 4938/06.2022, which provides the right to extend the project schedule without it being counted in the contractual time, i.e. without the extension being an elogation of the contractual duration of the project. In the provision of article 154 of Law 4938/2022, it is provided with regard to the right to receive from a contractor of a public works contract, the additional payment (premium) provided for therein, five percent (5%) of the remaining contractual consideration, the cumulative condition, among other things the presentation of an equivalent letter of guarantee (performance) based on ar cle 72 of Law 4412/2016 (A΄ 147). In addition to the provision of the above article, it is defined as a condition for the payment of the additional payment (premium), the adherence of the approved project execution schedules in relation to the contractual deadline, as the project schedule has been formed under the provision of article 154 of Law 4938/2022, i.e. on 06.06.2022. The payment was made by the Project Owner (Client), based on a certification which states "certification of the additional premium, based on article 154 of Law 4938/2022". Based on Article 154, the additional payment (premium) does not add to the relevant contract and is not mentioned in the periodic certifications of project execution. For the Company, these provisions mainly concern the "Metro Line 4" project, and the amount amounts to € 41.6 million. According to article 152, the reference period begins on 01/01/2022 and since the extension concerns up to six (6) months, this period for the specific project concerns a period of time from 01/01/2022 to 06/30/2022 . During this period, the Company did not stop work and did not request an extension of the schedule for six (6) months. As based on the extensive construction experience that the Company possesses as well as the history of successful execution of the technical projects undertaken to date, it is estimated that it will adhere to the schedules and will not have to return the additional payment (premium), as defined in the Law in case of non-compliance of timely completion of the project (article 154 of v. 4938/2022). Therefore, the premium was treated as accrued revenue of the year calculated and collected (2022), with disclosure of management's assessment that the possibility of not completing the project on time is highly unlikely . COMPANY GROUP 2. Cost of sales GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Raw Materials (82,181,264) (189,687,666) (76,297,207) (158,548,128) Wages and Salaries (70,791,096) (60,425,583) (57,780,886) (58,272,267) Third Party Fees (165,867,275) (240,208,200) (163,636,900) (254,901,452) Charges for Third Party Services (37,085,000) (37,074,395) (33,292,695) (38,299,084) Other Expenses (19,465,344) (26,016,984) (12,312,826) (26,920,294) Depreciation (6,447,688) (7,170,530) (2,655,089) (5,854,134) TOTAL from continuing operations (381,837,666) (560,583,357) (345,975,603) (542,795,359) TOTAL from discontinued operations (381,750,136) (195,537,935) - - TOTAL from continuing & discontinued operations (763,587,802) (756,121,292) (345,975,603) (542,795,359) 3.Other net operating income/(expense)-profit/(losses) GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Extraordinary Income/ (expense) 3,110,331 6,368,214 3,497,670 2,363,665 Extraordinary Profit/ (Loss) 8,461,266 (3,224,764) 35,830,806 (3,214,647) TOTAL from continuing operations 11,571,596 3,143,451 39,328,476 (850,982) TOTAL from discontinued operations 35,840,425 (738,072) - - TOTAL from continuing & discontinued operations 47,412,021 2,405,379 39,328,476 (850,982) 111 3a. Bad debts and other provisions GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Bad debts and other provisions (6,537,221) (15,733,552) (6,537,221) (15,733,552) TOTAL from continuing operations (6,537,221) (15,733,552) (6,537,221) (15,733,552) TOTAL from discontinued operations (971,955) (543,945) - - TOTAL from continuing & discontinued operations (7,509,176) (16,277,497) (6,537,221) (15,733,552) 4. Administrative expenses GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Wages and Salaries (10,463,131) (15,113,223) (6,544,346) (10,575,598) Third Party Fees (3,317,466) (2,868,176) (2,396,282) (1,553,397) Charges for Third Party Services (4,374,805) 137,605 (4,028,730) 546,774 Other Expenses (3,869,064) (6,011,981) (2,961,509) (5,226,426) Depreciation (5,949,962) (1,134,997) (5,468,833) (674,245) TOTAL from continuing operations (27,974,426) (24,990,773) (21,399,701) (17,482,891) TOTAL from discontinued operations (2,837,552) (2,849,829) - - TOTAL from continuing & discontinued operations (30,811,979) (27,840,601) (21,399,701) (17,482,891) 5. Selling & Marketing expenses GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Wages and Salaries (3,768,944) (2,162,600) (3,545,960) (1,942,893) Third Party Fees (6,122,509) (3,984,449) (6,036,447) (3,867,066) Charges for Third Party Services (1,908,482) (1,469,025) (1,906,991) (1,466,179) Other Expenses (1,180,146) (1,137,835) (952,436) (929,609) Depreciation (6,142) (59,075) (4,636) (51,970) TOTAL from continuing operations (12,986,223) (8,812,984) (12,446,468) (8,257,717) TOTAL from discontinued operations (2,685,081) (3,340,301) - - TOTAL from continuing & discontinued operations (15,671,304) (12,153,284) (12,446,468) (8,257,717) 112 6a. Income from sub-debt GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Income from sub-debt from continuing operations 6,587,685 5,256,381 2,902,732 835,177 Income/(expense) from sub-debt from discontinued operations (309,482) 830,286 - - Income from sub-debt from continuing & discontinued operations 6,278,203 6,086,667 2,902,732 835,177 The income from sub-debt relates to income from the participation of the Company and the Group in the financial assets of Subordinated Debt issued by the concession companies. 6b. Income/(Losses) from Subsidiaries/Associates GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Dividends from subsidiaries/ Joint Ventures - - 20,976,545 - Dividends from associates 5,942,036 932,050 36,359,760 18,899,942 Profit/(loss) from associates 41,496,903 30,285,375 - - Total from continuing operations 47,438,939 31,217,425 57,336,305 18,899,942 Total from discontinued operations (15,000,000) - - - Total from continuing & discontinued operations 32,438,939 31,217,425 57,336,305 18,899,942 7. Finance cost GROUP COMPANY 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Interest income 253,255 135,116 84,816 21,382 Interest expense (18,047,160) (19,521,718) (17,370,589) (18,608,974) Interest expense (leasing) (note 26) (2,950,248) (2,867,746) (1,362,697) (1,343,825) Total from continuing operations (20,744,154) (22,254,347) (18,648,471) (19,931,417) Total from discontinued operations 1,264,566 (1,925,504) - - Total from continuing & discontinued operations (19,479,588) (24,179,851) (18,648,471) (19,931,417) 113 114 8.Tax charge 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Income tax (3,577,299) (3,956,438) (3,167,917) (4,050,173) Deferred Tax (2,000,941) 5,995,862 (1,919,775) 5,916,907 Taxes imputed in previous years, other taxes (48,623) (5,761) (48,623) (5,761) (5,626,864) 2,033,663 (5,136,316) 1,860,973 Tax charge calculation Description 1.1-31.12.2022 1.1-31.12.2021 1.1-31.12.2022 1.1-31.12.2021 Profit/(losses) before tax 18,543,176 (26,228) 55,975,086 (24,437,005) Tax on accounting earnings 4,079,499 (5,770) 12,314,519 (5,376,141) Plus: Non deductible expenses 4,518,180 11,067,827 4,279,817 10,543,912 Plus: taxes imputed in previous years 48,623 2,576,387 48,623 2,957,637 Minus:compensation of loss of previous years 14,031,023 (8,435,274) 13,042,235 (2,151,914) Minus: non-taxed earnings (17,035,914) (6,614,082) (24,299,982) (7,845,960) Adjustment of deferred tax from change in tax rate - (1,808,137) - (1,808,137) Financial impact of different tax rates applicable in other countries that the group contacts operations (14,547) 1,185,386 (248,898) 1,819,630 Effective tax charge 5,626,864 (2,033,663) 5,136,316 (1,860,973) GROUP COMPANY COMPANY GROUP 115 9. Segment Reporting 9a. Primary reporting format - business segments The Group is active in 3 main business segments: - Construction - Concessions - Other activities (Real estate development and other activities) The figures per business segments for the year ended 31 December 2022 are as follows: Construction Concessions Other activities Total of operations (continuing activities) Discontinued activities Total gross sales per segment 395,736,294 4,789,930 25,477,643 426,003,867 396,455,741 Inter-company sales (20,297,876) (1,200) (2,995,606) (23,294,682) (2,215,863) Net Sales 375,438,418 4,788,730 22,482,037 402,709,185 394,239,878 Gross Profit/ (Loss) 15,526,119 1,667,659 3,677,740 20,871,519 12,489,743 Other net operating income/(expenses) 2,122,784 9,508,982 255,290 11,887,056 35,840,425 Write-off of doubtful receivables & other provisions (6,537,221) - - (6,537,221) (971,955) Administrative expenses / Selling & Marketing expenses (22,901,861) (15,267,907) (2,790,881) (40,960,649) (5,522,633) Income from sub-debt 2,281,698 4,305,987 - 6,587,685 (309,482) Income/(Losses) from Investments in Associates 10,490,025 37,124,551 (175,637) 47,438,939 (15,000,000) Profit/ (Loss) from operations 981,546 37,339,272 966,512 39,287,329 26,526,098 Interest (20,744,154) 1,264,566 Profit/ (Loss) before tax 18,543,176 27,790,664 Tax (5,626,864) (824,456) Profit/ (Loss) after tax 12,916,312 26,966,208 Depreciation 10,057,189 1,377,644 968,958 12,403,791 156,795 Adjusted EBITDA 41,671,290 38,716,916 1,935,469 82,323,675 27,654,848 9a. Segment Reporting (continued from previous section) The figures per business segments for the year ended 31 December 2021 are as follows: Construction Concessions Other activities Total of operations (continuing activities) Discontinued activities Total gross sales per segment 670,553,552 4,013,952 14,685,538 689,253,042 192,336,361 Inter-company sales (95,233,234) (1,200) (1,804,079) (97,038,513) (1,758,911) Net Sales 575,320,318 4,012,752 12,881,459 592,214,529 190,577,450 Gross Profit/ (Loss) 27,552,566 860,421 3,218,185 31,631,172 (4,960,484) Other net operating income/(expenses) 1,795,996 1,045,188 819,267 3,660,451 (738,072) Write-off of doubtful receivables & other provisions (15,733,552) - - (15,733,552) (543,945) Administrative expenses / Selling & Marketing expenses (24,814,409) (5,881,618) (3,107,729) (33,803,757) (6,190,129) Income from sub-debt 565,905 4,690,475 - 5,256,381 830,286 Income/(Losses) from Investments in Associates 773,939 30,612,455 (168,969) 31,217,425 - Profit/ (Loss) from operations (9,859,554) 31,326,920 760,754 22,228,120 (11,602,345) Interest (22,254,347) (1,925,504) Profit/ (Loss) before tax (26,228) (13,527,849) Tax 2,033,663 (872,153) Profit/ (Loss) after tax 2,007,435 (14,400,002) Depreciation 10,828,279 1,282,432 910,600 13,021,311 3,975,724 EBITDA 16,702,277 32,609,351 1,671,354 50,982,981 (7,082,676) 116 9a. Segment Reporting (continued from previous section) The assets and liabilities of the business segment at 31 December 2022 are as follows: Construction Concessions Other activities Intercompany Total of operations (continuing activities) Discontinued activities Assets (excluding investments in associates) 935,597,413 31,512,606 38,203,171 (309,378,850) 695,934,340 85,061,215 Investments in other companies 268,697,715 245,709,936 6,338,943 (225,273,480) 295,473,114 - Investments in tangible fixed assets, intangible,investment property and right of use assets 92,787,226 28,915,206 17,800,588 (249,058) 139,253,961 684,732 Total assets 1,204,295,128 277,222,542 44,542,114 (534,652,332) 991,407,453 85,061,215 Liabilities (721,843,041) (387,608,548) (31,534,931) 281,840,239 (859,146,280) (62,412,120) Liabilities from Bank Loans (185,017,939) (121,557,871) (873,043) 400,000 (307,048,853) (3,608,310) Liabilities from financing leasing (46,666,717) (26,342,838) (3,021,130) 248,657 (75,782,027) (129,377) Restricted Cash Deposits - 1,863,839 - - 1,863,839 4,440,354 Cash and cash equivalents 82,301,398 178,542 2,282,111 - 84,762,051 11,214,022 Net Financial Liabilities (149,383,258) (145,858,327) (1,612,062) 648,657 (296,204,990) 11,916,688 The assets and liabilities of the business segment at 31 December 2021 are as follows: Construction Concessions Other activities Intercompany Total of operations (continuing activities) Discontinued activities Assets (excluding investments in associates) 788,720,435 30,546,414 32,958,732 (146,453,588) 705,771,993 150,253,730 Investments in other companies 522,877,459 71,441,943 4,362,756 (258,270,615) 340,411,542 - Investments in tangible fixed assets, intangible,investment property and right of use assets 74,231,588 28,060,890 16,539,022 (135,097) 118,696,402 75,431,309 Total assets 1,311,597,894 101,988,357 37,321,488 (404,724,204) 1,046,183,535 150,253,729 Liabilities (781,061,618) (257,132,825) (24,857,973) 125,372,922 (937,679,494) (148,339,756) Liabilities from Bank Loans (284,954,407) (153,887,044) (3,923,143) 400,000 (442,364,594) (56,472,714) Liabilities from financing leasing (26,303,451) (25,425,673) (1,537,318) 105,907 (53,160,535) (385,654) Restricted Cash Deposits - 13,877,484 - - 13,877,484 12,052,147 Cash and cash equivalents 98,169,585 257,025 1,786,729 - 100,213,340 9,395,811 Net Financial Liabilities (213,088,273) (165,178,208) (3,673,731) 505,907 (381,434,305) (35,410,410) The comparative figures for FY 2021 are revised for analytic purposes 9b. Secondary reporting format - Geographical segments The group is active in 2 main Geographical segments - Greece - International Markets The figures per segment for the year ended 31 December 2022 are as follows: Total of operations (continuing Discontinued Greece International Markets activities) activities Total gross sales per segment 272,059,592 153,944,275 426,003,867 396,455,741 Inter-company sales (4,497,233) (18,797,449) (23,294,682) (2,215,863) Net Sales 267,562,359 135,146,826 402,709,185 394,239,878 Gross Profit/ (Loss) 64,574,154 (43,702,635) 20,871,519 12,489,743 Other net operating income/(expenses) 6,319,054 5,568,002 11,887,056 35,840,425 Write-off of doubtful receivables & other provisions Administrative expenses / Selling & Marketing (1,148,574) (5,388,647) (6,537,221) (971,955) expenses (26,158,771) (14,801,878) (40,960,649) (5,522,633) Income from sub-debt 6,587,685 - 6,587,685 (309,482) Income/(Losses) from Investments in Associates 41,797,809 5,641,130 47,438,939 (15,000,000) Profit/ (Loss) from operations 91,971,357 (52,684,028) 39,287,329 26,526,098 Finance cost (20,104,513) (639,640) (20,744,154) 1,264,566 Profit/ (Loss) before tax 71,866,844 (53,323,668) 18,543,176 27,790,664 Tax (2,598,085) (3,028,779) (5,626,864) (824,456) Profit/ (Loss) after tax from continuing operations 69,268,759 (56,352,447) 12,916,312 26,966,208 Profit/(Loss) after tax from discontinued operations 26,966,208 - 26,966,208 Profit/ (Loss) after tax from continuing and discontinued operations 96,234,967 (56,352,447) 39,882,520 26,966,208 Depreciation 10,017,270 2,386,521 12,403,791 156,795 Adjusted EBITDA 127,232,536 (44,908,861) 82,323,675 27,654,848 9b. Secondary reporting format - Geographical segments (continued from previous section) The figures per segment for the year ended 31 December 2021 are as follows: Total of operations (continuing Discontinued Greece International Markets activities) activities Total gross sales per segment 171,202,965 518,050,077 689,253,043 192,336,361 Inter-company sales (2,796,412) (94,242,101) (97,038,514) (1,758,911) Net Sales 168,406,553 423,807,976 592,214,529 190,577,450 Gross Profit/ (Loss) (8,530,357) 40,161,529 31,631,172 (4,960,484) Other net operating income/(expenses) 2,702,873 957,578 3,660,451 (738,072) Write-off of doubtful receivables & other provisions (14,323,353) (1,410,198) (15,733,552) (543,945) Administrative expenses / Selling & Marketing expenses (8,396,486) (25,407,271) (33,803,757) (6,190,129) Income from sub-debt 5,256,381 - 5,256,381 830,286 Income/(Losses) from Investments in Associates 24,268,359 6,949,066 31,217,425 - Profit/ (Loss) from operations 977,416 21,250,703 22,228,120 (11,602,345) Finance cost (16,527,893) (5,726,455) (22,254,347) (1,925,504) Profit/ (Loss) before tax (15,550,477) 15,524,249 (26,228) (13,527,849) Tax 2,269,103 (235,440) 2,033,663 (872,153) Profit/ (Loss) after tax from continuing operations (13,281,374) 15,288,809 2,007,435 (14,400,002) Profit/(Loss) after tax from discontinued operations (14,443,049) 43,047 (14,400,002) Profit/ (Loss) after tax from continuing and discontinued operations (27,724,423) 15,331,856 (12,392,567) (14,400,002) 117 Depreciation 10,150,256 2,871,054 13,021,311 3,975,724 EBITDA 25,451,026 25,531,956 50,982,981 (7,082,676) 9b. Secondary reporting format - Geographical segments (continued from previous section) The assets and liabilities of the geographical segment at 31 December 2022 are as follows: Total of operations Other European Gulf and Middle East (continuing Discontinued Greece countries countries activities) activities Turnover excluding intra-company transactions 267,562,359 128,404,887 6,741,939 402,709,185 394,239,878 Non-current assets (other than deferred tax and financial assets) 294,682,694 10,915,558 3,763,594 309,361,845 1,156,629 Capital expenses 2,227,639 349,055 36,259 2,612,953 766,763 The assets and liabilities of the geographical segment at 31 December 2021 are as follows: Total of operations Other European Gulf and Middle East (continuing Discontinued Greece countries countries activities) activities Turnover excluding intra-company transactions 168,406,553 150,371,570 273,436,406 592,214,529 190,577,450 Non-current assets (other than deferred tax and financial assets) 328,797,418 12,797,993 3,770,185 345,365,596 75,758,600 Capital expenses 2,460,889 (1,231,075) 137,261 1,367,075 2,830,372 118 9c. Sensitivity Analysis - Foreign Exchange rate Risk 31.12.2022 (amounts in foreign currency) USD JOD QAR AED IQD GBP RON HRK BGN (LEV) Financial assets 31,241,494 1,673,629 2,000 (2,330,372) 578,584 160 128,980 13,434,359 86,388 Financial liabilities 15,192,795 799,477 118,877,502 1,561,646 - 430,264 21,328 38,109,167 2,039,065 Currency exposure 16,048,699 874,152 (118,875,502) (3,892,018) 578,584 (430,104) 107,653 (24,674,808) (1,952,677) USD Currency exposure USD, JOD, QAR, AED & IQD (in dollars) -16,431,277.17 31.12.2021 (amounts in foreign currency) USD JOD QAR AED IQD GBP BGN HRK Financial assets 60,150,481 615,947 - 2,409,483 295,807,817 - 85,088 76,980,462 Financial liabilities 19,151,881 93,623 120,000,000 4,229,020 845,957,654 221,815 1,789,317 62,042,273 Currency exposure 40,998,600 522,324 (120,000,000) (1,819,537) (550,149,837) (221,815) (1,704,229) 14,938,189 USD Currency exposure USD, JOD, QAR, AED & IQD (in dollars) 7,903,139.99 The sensitivity analysis to exchange rate flactuations is as follows: 31.12.2022 31.12.2021 (amounts in €) USD USD 5.00% -5.00% 5.00% -5.00% Shareholders equity/ Income statement -770,192 770,192 348,291 -348,291 GBP GBP 5.00% -5.00% 5.00% -5.00% Shareholders equity/ Income statement -24,247 24,247 -13,214 13,214 RON RON 5.00% -5.00% 5.00% -5.00% Shareholders equity/ Income statement 1,088 -1,088 99,381 -99,381 *These currencies are pegged to USD These currencies are pegged to EU R 119 120 10. Property, Plant and Equipment GROUP Cost Land Buildings Machinery & Equipment Vehicles Furnitures & Fittings Assets under Construction Total Tangible Assets Balance 31.12.2021 (continuing and discontinued activities) 20,727,223 44,103,267 155,762,180 23,410,015 10,506,004 536,270 255,044,959 Acquisitions during the 1.1- 31.12.2022 period 93,756 341,312 1,246,345 165,062 1,041,185 763,335 3,650,996 Assets Revaluations (210,840) 744,784 0 - (0) - 533,944 Transfers (6,877,433) 135,250 2 (137,628) (3,801) - (6,883,609) Subsidiaries disposal (297,006) (14,240,550) (60,422,956) - (407) (278,116) (75,239,035) Net foreing currency exchange differences - - 4,265 74 (32) - 4,307 Disposals during the 1.1-31.12.2022 period - (138,165) (4,008,686) (1,312,923) (802,803) - (6,262,577) Balance 31.12.2022 (continuing and discontinued activities) 13,435,700 30,945,898 92,581,151 22,124,601 10,740,146 1,021,488 170,848,985 Accumulated Depreciation Balance 31.12.2021 (continuing and discontinued activities) 2,615,060 25,652,096 83,284,570 17,136,144 8,857,266 5,644 137,550,781 Depreciation during the 1.1- 31.12.2022 period - 470,267 3,448,540 941,375 937,343 472 5,797,997 Assets Revaluations - (320,448) - - - - (320,448) Subsidiaries disposal - (1,424,007) (4,701,857) - (402) - (6,126,266) Transfers (2,615,060) (184,731) - - - - (2,799,791) Net foreing currency exchange differences - - 4,266 74 (33) - 4,307 Disposals during the 1.1-31.12.2022 period - (90,314) (3,202,615) (1,104,882) (711,676) - (5,109,488) Balance 31.12.2022 (continuing and discontinued activities) - 24,102,864 78,832,903 16,972,711 9,082,498 6,116 128,997,092 Net Book Value Balance 31.12.2022 (continuing and discontinued activities) 13,435,700 6,843,034 13,748,248 5,151,890 1,657,649 1,015,373 41,851,893 Balance 31.12.2021 (continuing and discontinued activities) 18,112,163 18,451,171 72,477,609 6,273,871 1,648,738 530,626 117,494,178 Balance 31.12.2022 (discontinued activities) 93,756 16,066 (0) - 37,727 - 147,550 Balance 31.12.2021 (discontinued activities) 297,006 12,833,139 55,721,094 - 47,077 140,078 69,038,394 Balance 31.12.2022 (continuing activities) 13,341,944 6,826,968 13,748,248 5,151,890 1,619,921 1,015,373 41,704,343 Balance 31.12.2021 (continuing activities) 17,815,157 5,618,032 16,756,515 6,273,871 1,601,662 390,548 48,455,785 The Group and the Company apply the revaluation model of tangible assets (land and buildings). The Group, as of 31/12/22 as part of a review of the value of tangible assets, has assigned to independent certified valuators the valuation of the main properties. For the fiscal year 31/12/2021 no valuation was performed since there was no indication of impairment of their respective value . 121 COMPANY Cost Land Buildings Machinery & Equipment Vehicles Furnitures & Fittings Assets under Construction Total Tangible Assets Balance 31.12.2021 11,543,615 17,122,703 74,964,156 17,886,637 9,864,261 130,892 131,512,266 Assets Revaluation (274,100) 281,007 - - - - 6,907 Acquisitions during the 1.1- 31.12.2022 period - 324,410 1,121,757 158,567 938,287 - 2,543,021 Disposals during the 1.1-31.12.2022 period - (121,429) (4,008,686) (1,303,843) (798,500) - (6,232,458) Net foreing currency exchange differences - - - - 2 - 2 Balance 31.12.2022 11,269,515 17,606,691 72,077,228 16,741,361 10,004,049 130,892 127,829,737 Accumulated Depreciation Balance 31.12.2021 - 13,158,527 65,188,267 15,205,461 8,392,106 - 101,944,361 Depreciation during the 1.1- 31.12.2022 period - 126,765 2,040,498 545,383 822,075 - 3,534,720 Transfers - - - - - - - Disposals during the 1.1-31.12.2022 period - (88,501) (3,202,615) (1,095,801) (707,439) - (5,094,357) Net foreing currency exchange differences - - - - 2 - 2 Balance 31.12.2022 - 13,196,791 64,026,149 14,655,042 8,506,743 - 100,384,726 Net Book Value Balance 31.12.2022 11,269,515 4,409,900 8,051,079 2,086,319 1,497,306 130,892 27,445,012 Balance 31.12.2021 11,543,615 3,964,176 9,775,890 2,681,176 1,472,155 130,892 29,567,905 The Group and the Company apply the revaluation model of tangible assets (land and buildings). The Company, as of 31/12/22 as part of a review of the value of tangible assets, has assigned to independent certified valuators the valuation of the main properties. For the fiscal year 31/12/2021 no valuation was performed since there was no indication of impairment of their respective value . 122 10a. Right of Use assets GROUP Cost Land Buildings Machinery & Equipment Vehicles Furnitures & Fittings Total Tangible Assets Balance 31.12.2021 (continuing and discontinued activities) 28,801,544 28,063,422 8,890,639 3,644,368 173,543 69,573,516 Acquisitions during the 1.1- 31.12.2022 period 1,909,558 3,915,218 19,415,250 2,943,039 119,199 28,302,263 Subsidiaries Disposal (345,567) (54,626) - (8,220) - (408,413) Transfers 6,854,775 (116,392) 0 137,629 7,600 6,883,613 Revaluations - 2,938,006 730 (7,744) - 2,930,992 Net foreing currency exchange differences - - 1,979 - - 1,979 Disposals (328,153) (132,194) - (198,000) - (658,348) Balance 31.12.2022 (continuing and discontinued activities) 36,892,157 34,613,435 28,308,598 6,511,071 300,342 106,625,603 Accumulated Depreciation Balance 31.12.2021 (continuing and discontinued activities) 4,796,783 3,794,960 1,878,606 1,784,730 159,097 12,414,177 Depreciation during the 1.1- 31.12.2022 period 1,681,390 2,509,462 1,234,645 975,861 20,429 6,421,786 Subsidiaries Disposal (8,059) (21,667) - (8,220) - (37,946) Transfers 2,615,060 184,731 - - - 2,799,791 Revaluations - 28,510 (3,615) - - 24,895 Disposals during the 1.1- 31.12.2022 period (328,153) (146,689) - (198,000) - (672,843) Balance 31.12.2022 (continuing and discontinued activities) 8,757,021 6,349,306 3,109,636 2,554,371 179,526 20,949,860 Net Book Value Balance 31.12.2022 (continuing and discontinued activities) 28,135,136 28,264,129 25,198,962 3,956,700 120,816 85,675,743 Balance 31.12.2021 (continuing and discontinued activities) 24,004,761 24,268,462 7,012,033 1,859,637 14,446 57,159,340 Balance 1.1-31.12.2022 (discontinued activities) - - - 119,165 - 119,165 Balance 1.1-31.12.2021 (discontinued activities) 225,452 - - 180,607 - 406,058 Balance 1.1-31.12.2022 (continuing activities) 28,135,136 28,264,129 25,198,962 3,837,535 120,816 85,556,579 Balance 1.1-31.12.2021 (continuing activities) 23,779,310 24,268,462 7,012,033 1,679,031 14,446 56,753,281 123 COMPANY Cost Land Buildings Machinery & Equipment Vehicles Furnitures & Fittings Total Tangible Assets Balance 31.12.2021 548,367 21,322,051 8,858,060 2,901,536 164,902 33,794,916 Additions 327,284 5,045,036 19,415,250 2,645,577 119,199 27,552,346 Disposals (328,153) (67,576) - (126,067) - (521,797) Balance 31.12.2022 547,498 26,299,510 28,273,310 5,421,046 284,101 60,825,464 Accumulated Depreciation Balance 31.12.2021 423,843 2,926,915 1,864,353 1,211,501 147,841 6,574,453 Disposals 1.1-31.12.2022 (328,153) (67,576) - (126,067) - (521,797) Depreciation during the 1.1- 31.12.2022 period 328,356 1,961,114 1,233,780 787,660 16,677 4,327,587 Balance 31.12.2022 424,046 4,820,453 3,098,133 1,873,093 164,518 10,380,243 Net Book Value Balance 31.12.2022 123,452 21,479,057 25,175,177 3,547,953 119,583 50,445,221 Balance 31.12.2021 124,524 18,395,136 6,993,707 1,690,036 17,061 27,220,463 11. Investment Property Land Buildings Total Land Buildings Total Cost Balance 31.12.2021 12,047,865 807,372 12,855,237 3,104,885 254,450 3,359,336 Transfers in Inventories (1,133,000) - (1,133,000) (1,133,000) (0) (1,133,000) Transfers 164,220 (164,220) - - - - Disposals 1.1-31.12.2022 (171,399) (328,601) (500,000) - - - Assets Revaluations 314,660 800 315,460 19,400 - 19,400 Balance 31.12.2022 11,222,346 315,351 11,537,697 1,991,285 254,450 2,245,736 Balance 31.12.2021 12,047,865 807,372 12,855,237 3,104,885 254,450 3,359,336 GROUP COMPANY The Group, with a reference date of 31/12/22 in the context of a review of the value of investment property, assigned to independent Certified Valuators the valuation of property. The value of investment property for the Group under the historical cost method of valuation would amount € 8,919 thousand for fiscal year 2022 and € 10,076 thousand for fiscal year 2021 respectively. The value of investment property for the company under the historical cost method of valuation would amount € 2,398 thousand for fiscal year 2022 and € 3,194 thousand for fiscal year 2021 respectively. 11a. Net profit or loss from fair value ajdustments for investment properties 1)With a reference date of 31/12/2022 in the context of the annual regular review of the value of investment properties, the Management assigned to independent Certified Valuators the valuation of the main properties. The new valuations compared to the previous ones show fluctuations in the value of real estate. Following this, the Group has accounted the related adjustments. Therefore, the fair values for 31/12/2022 were formulated for the purpose or applying IAS 40 as follows: Revaluation based on Revaluation based on Change (€) during the fair value at fair value at period 1/1- Additions/ (disposals) Recognition to Income Α/Α PROPERTIES 31/12/2022 (€) 31/12/2021 (€) 31/12/2022 of the period Statement 1. Real Estate property of Concurrent (Romania) 990,400 921,100 69,300 - 69,300 2. Real Estate property of Bupra (Romania) 2,727,700 2,610,500 117,200 - 117,200 3. Real Estate property of Faethon (Romania) 524,000 451,200 72,800 - 72,800 4. Real Estates of ETETH 219,860 213,100 6,760 - 6,760 4,830,000 5,300,000 (470,000) (500,000) 30,000 5. AVAX Development 2,245,737 3,359,337 (1,113,600) (1,133,000) 19,400 6. AVAX S.A. 11,537,697 12,855,237 (1,317,540) (1,633,000) 315,460 TOTAL 2)With a reference date of 31/12/2021 in the context of the annual regular review of the value of investment properties, the Management assigned to independent Certified Valuators the valuation of the main properties. The new valuations compared to the previous ones show fluctuations in the value of real estate. Following this, the Group has accounted the related adjustments. Therefore, the fair values for 31/12/2021 were formulated for the purpose or applying IAS 40 as follows: Revaluation based on Revaluation based on Change (€) during the fair value at fair value at period 1/1- Additions/ (disposals) Recognition to Income Α/Α PROPERTIES 31/12/2021 (€) 31/12/2020 (€) 31/12/2021 of the period Statement 1. Real Estate property of Concurrent (Romania) 921,100 911,100 10,000 - 10,000 2. Real Estate property of Bupra (Romania) 2,610,500 2,189,700 420,800 - 420,800 3. Real Estate property of Faethon (Romania) 451,200 440,000 11,200 - 11,200 4. Real Estates of ETETH 213,100 213,100 - - - 5,300,000 5,410,000 (110,000) (185,000) 75,000 5. AVAX Development 3,359,337 3,359,337 - - - 6. AVAX S.A. 12,855,237 12,523,237 332,000 (185,000) 517,000 TOTAL 124 125 12. Intangible Assets GROUP Cost Software Other Intangible Assets Energy stations licenses Total Balance 31.12.2021 (continuing and discontinued activities) 4,868,552 26,200 6,168,900 11,063,652 Acquisitions during the 1.1-31.12.2022 period 138,650 - 488,366 627,016 Impairment of assets - - - - Subsidiaries disposal - - (6,369,125) (6,369,125) Disposals during the 1.1-31.12.2022 period (115,723) - - (115,723) Balance 31.12.2022 (continuing and discontinued activities) 4,891,479 26,200 288,141 5,205,821 Accumulated Depreciation Balance 31.12.2021 (continuing and discontinued activities) 4,083,908 11,506 349,282 4,444,696 Amortisation charge 1.1-31.12.2022 339,754 1,048 - 340,802 Subsidiaries disposal - - (349,282) (349,282) Disposals during the 1.1-31.12.2022 period (103,754) - - (103,754) Balance 31.12.2022 (continuing and discontinued activities) 4,319,909 12,554 - 4,332,463 Net Book Value Balance 31.12.2022 (continuing and discontinued activities) 571,570 13,646 288,142 873,358 Balance 31.12.2021 (continuing and discontinued activities) 784,644 14,694 5,819,618 6,618,956 Balance 31.12.2022 (discontinued activities) 116,754 13,122 288,142 418,017 Balance 31.12.2021 (discontinued activities) 152,545 14,694 5,819,618 5,986,857 Balance 31.12.2022 (continuing activities) 454,817 524 0 455,341 Balance 31.12.2021 (continuing activities) 632,099 - - 632,099 COMPANY Cost Software Balance 31.12.2021 4,482,432 Acquisitions during the 1.1-31.12.2022 period 107,928 Net foreign currency exchange differences 0 Disposals during the 1.1-31.12.2022 period (109,673) Balance 31.12.2022 4,480,687 Accumulated Depreciation Balance 31.12.2021 3,882,488 Amortisation charge 1.1-31.12.2022 266,251 Net foreign currency exchange differences 0 Disposals during the 1.1-31.12.2022 period (103,754) Balance 31.12.2022 4,044,985 Net Book Value Balance 31.12.2022 435,702 Balance 31.12.2021 599,944 13. Investments in Subsidiaries/Associates and other companies GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Investments in Subsidiaries - - 86,819,817 79,738,391 Investments in Associates 162,247,233 219,617,635 - - Other participating companies 1,049,494 729,796 881,734 864,853 (Participating interests) 163,296,727 220,347,431 87,701,551 80,603,244 Investments in Associates GROUP 31.12.2022 31.12.2021 Cost of investments in Associates 219,617,635 236,721,204 Share of Post-Acquisition Profit, net of Dividend received (12,234,512) 5,487,529 Return of capital invested - (28,333,165) Disposal of Associates (50,412,665) - Cash flow hedging reserve 1,620,345 1,211,327 Additions/ (Decrease) 3,656,431 4,530,740 Balance 162,247,233 219,617,635 In the following table, a brief Financial Infromation is indicated for the total of the associate companies (amounts in thousands €) Profit/(Loss) after COMPANY ASSETS LIABILITIES Turnover tax 1 ATTIKI ODOS SA 308,594 144,903 197,297 66,927 2 GEFYRA S.A. (1/1 - 30/09/2022) - - 44,321 15,364 3 AEGEAN MOTORWAY SA 565,342 526,402 87,143 2,747 4 ATTIKES DIADROMES SA 39,420 8,923 67,000 3,791 5 ATHENS CAR PARKS SA 19,661 11,532 4,907 773 6 ENERGY CENTRE R.E.S. CYCLADES S.A. 144 69 - (56) 7 ATTICA DIODIA S.A. 3,785 - - 633 8 AG.NIKOLAOS CAR PARKS S.A. 3,695 1,153 919 348 9 METROPOLITAN ATHENS PARK 7,981 4,193 - (11) 10 SALONICA PARK 3,122 7,877 231 (397) 11 GEFYRA OPERATIONS S.A. (1/1 - 30/09/2022) - - 3,621 540 12 VIOENERGIA SA EXPLOITATION OF ENERGY 428 237 446 49 RESOURCES 13 5Ν S.A. 636 311 45 (25) 14 STARWARE ENTERPRISES LTD 16,528 6,064 - (265) 15 LIMASSOL MARINA LIMITED 174,050 84,800 36,750 11,350 16 POLISPARK S.A. 896 932 1,812 (226) 17 ILIA WASTE MANAGEMENT (PPP) 22,067 19,988 5,185 (1) 18 ILIA WASTE MANAGEMENT OPERATION 2,087 2,006 3,758 109 126 1,168,436 819,390 453,435 101,650 1 4. Joint Arrangements (Joint Ventures) The following amounts represent the share of assets, liabilities, sales and earnings of the Group's companies in joint ventures and are included in the statement of financial position and statement of comprehensive income: GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Assets Non-current assets 1,250,223 1,933,525 1,240,253 1,919,903 Current assets 185,486,600 105,981,227 180,581,293 105,248,026 186,736,823 107,914,752 181,821,546 107,167,929 Liabilities Long-term liabilities 2,803,694 2,726,218 2,798,503 2,668,516 Short-term liabilities 213,175,385 141,040,318 208,340,871 140,350,705 215,979,079 143,766,536 211,139,374 143,019,221 Equity (29,242,256) (35,851,784) (29,317,828) (35,851,292) Income 66,958,651 47,247,228 62,651,268 46,959,536 Expenses (60,563,683) (55,842,260) (56,328,363) (55,554,076) Profit/ (loss) after tax 6,394,969 (8,595,032) 6,322,904 (8,594,540) 15. Financial assets at fair value through other comprehensive income GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Investments in GROUP/AVAX S.A 132,176,387 120,064,112 141,045,251 399,195,045 132,176,387 120,064,112 141,045,251 399,195,045 In order to provide more detailed information, it is mentioned that in the Company the valuation of concessions is stated at fair value, according to Independent Appraisers valuations. The last estimate was performed on 31.12.2022. In the consolidated balance sheet of the Group, concessionss are reported by the equity method, except for the participations below 20% (Moreas Highway and Olympia Odos, which are reported at fair value). As a result an amount of €130.2 mil. is not depicted in the consolidated balance sheet and refers to the difference between fair value and net position of the concessions which are consolidated with the equity method. The participation in Gefyra SA is included as a debt security in the Financial Assets at fair value through other comprehensive income, as there is a contractual obligation of the Greek State for a total guaranteed return (IRR 11.50%), despite the fact that the expected return is lower (IRR 7.50%) according to the financial model that is annex 17 of schedule 7 of the Supplemental Agreement to the Concession Contract. In 2022, G.E.F.Y.R.A. S.A., was sold at € 59.8 million. The accrued reserve along with the sale result (price minus fair value) of a total amount of € 35.8 million, after the sale is reclassified from equity to the income statement, given that according to the contract, the investment in G.E.F.Y.R.A. S.A. is a debt instrument. In the consolidated financial statements, this participation is valued as equity. The profit from the sale amounts to € 9.4 million. 127 15a. Financial Assets at Fair Value through other Comprehensive Income Table 1: Analysis of the Account "Financial Assets at Fair Value through other Comprehensive Income" According to IFRS 9 the following financial instruments are recognized as Financial Assets at Fair Value through other Comprehensive Income (level 3). GROUP COMPANY (amounts in €) 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Opening period balance 120,064,112 103,992,642 399,195,045 392,324,371 Additions 1. Reclassifications (and measurement at fair - - - - values) 2. Participations/increase of investments 8,246,549 137,060 421,413 348,800 3. Adjustments to fair values 10,383,663 23,252,145 364,421 49,833,094 Reductions 1. Sales/write-offs - - (227,740,681) - 2. Adjustment to fair values (impairments through equity) (6,517,938) (7,317,735) (31,194,946) (43,311,220) 3. Impairments (through P&L) - - - - 4. Other changes - - - - Ending period balance 132,176,387 120,064,112 141,045,251 399,195,045 At a company level, the change in Additions - Increase of investments of the Financial Assets mainly regards the increase in the participation of OLYMPIA ODOS and GEFYRA A.E., GEFYRA OPERATIONS, AEGEAN MOTORWAY and OLYMPIA ODOS OPERATIONS. At a company level, the change in Reductions - Adjustments to Fair values (impairments through Equity) of the Financial Assets mainly regards Attiki Odos and Limassol Marina. At a group level, the change in Participations/increase of investments mainly regards from Olympia Odos. At a group level, the change in Additions - Adjustments to Fair values (impairments through Equity) of the Financial Assets mainly regards from Olympia Odos. At a group level, the change in Reductions - Adjustments to Fair values (impairments through Equity) of the Financial Assets mainly regards from Olympia Odos. Table 2a: Differences between fair values and cost 31.12.2022 Revaluation Surplus Credited to Fair Revaluation Surplus Revaluation Surplus Values Revaluation Credited/ (Debited) Credited to Minority (amounts in €) Cost Fair Value Reserve to Profit and Loss Interest Deferred Tax Asset Group Participations <20% 63,979,543 132,176,387 85,525,071 (17,328,227) - 2,312,526 Ending period balance 63,979,543 132,176,387 85,525,071 (17,328,227) - 2,312,526 Company Participations <20% 33,875,315 5,424,760 (11,122,328) (17,328,227) - 2,446,912 Participations from 20% to 50% 62,880,573 135,620,491 72,739,918 - - 1,547,992 Participations >50% - - - - - - Total 96,755,887 141,045,251 61,617,590 (17,328,227) - 3,994,904 Table 2b: Differences between fair values and cost 31.12.2021 Revaluation Surplus Credited to Fair Revaluation Surplus Revaluation Surplus Values Revaluation Credited/ (Debited) Credited to Minority (amounts in €) Cost Fair Value Reserve to Profit and Loss Interest Deferred Tax Asset Group Participations <20% 67,273,657 120,064,112 70,118,682 (17,328,227) - 2,135,864 Ending period balance 67,273,657 120,064,112 70,118,682 (17,328,227) - 2,135,864 Company Participations <20% 58,890,885 110,231,002 68,668,344 (17,328,227) - 2,454,938 Participations from 20% to 50% 113,347,639 288,964,044 175,616,405 - - 1,542,046 Participations >50% - - - - - - Total 172,238,524 399,195,045 244,284,749 (17,328,227) - 3,996,984 The valuation of the concession companies has been conducted from an independent valuator. Valuations were based on data from financial models, approved by the concession companies, and the financing banks. The discount rate in 2022 varies from 7.4% to 8.9%, which has been calculated with the Weighted Average Discount Rate method (WACC), considering the completion stage and the maturity degree of each concession project, and considering the total risk estimated in Greece and abroad. 15b. Fair Value Sensitivity Analysis - Discount Rate The Fair Value change of the participations which are classified as Assets held-for-sale, by changing ±1% the discount factor, at a Group and at a Company level, is shown below: GROUP COMPANY 31.12.2022 31.12.2022 128 Change by +1% (13,663,310) (5,759,897) Change by -1% 15,825,885 6,595,661 15c. Net Investment in Concession Companies subscribed in the form of Last Priority Financial Assets (Subordinated Debt) The Group participates in some Concession Companies, in two ways: i) participation in the form of Share Capital, and ii) participation in the form of Financial Assets of Last Priority (Subordinated Debt), which are issued by the Concession Companies. The FA's LP are classified and accounted for according to IAS 39, as Available-for-Sale Financial Assets (Net investment to Concession Companies). The FA's LP along with the participation in the Share Capital of the Concession Company, are measured to Fair Value (method of Present Value). The difference between the cost and fair value is recognized directly to Other Comprehensive Income (namely, to Equity). The main characteristics of the above Last Priority FA's are the following: a) The participation in the form of FA's LP is issued contractually with specific and fixed analogy to the Share Capital (pro rata), b) The subscription of FA's LP is maintained steadily throughout the lifetime of the concession proportionally to the participation in the Share Capital, c) The transfer of the FA's LP contractually is carrying out along with the corresponding transfer of an equal percentage of Share Capital, d) The FA's LP do not contractually have a fixed terminated date, and the Company cannot demand for their future repayment, e) The FA's are of Last Priority; they have last priority against all other claims of the Assets of the Concession Company in case of liquidation (subordinated debt - last in line). They are treated as equity equivalent to the Share Capital, bearing the same risk, f) The capital structure of the Concession Companies Equity, contractually does not distinguish the subscription in the form of Share Capital with the subscription in the form of the FA's LP (equity equivalent). The following table provides analytically the financial data of the Concessions Companies, where the Company participates both to Share Capital and to Last Priorities FA's. Revaluation Surplus Credited to Fair Values (amounts in euros) Participation Type Cost 31/12/2022 Fair Value 31/12/2022 Revalution Reserve Group 1) Aegean Motorway Share Capital 13,362,110 60,907,364 - (Participation > 20%) FA's 64,660,871 57,703,996 - Total 78,022,981 118,611,360 - 2) Olympia Odos Share Capital 26,347,360 111,737,044 85,389,684 (Participation < 20%) FA's 3,472,473 4,083,319 610,845 Total 29,819,833 115,820,363 86,000,529 3) Marina Limassol Share Capital 5,088,625 31,328,592 - (Participation > 20%) FA's 7,456,319 - - Total 12,544,944 31,328,592 - 4) Moreas Share Capital 17,328,227 - - (Participation < 20%) FA's 16,087,343 4,965,015 (11,122,328) Total 33,415,570 4,965,015 (11,122,328) 5) Ilia Waste Management (PPP) Share Capital 1,185,256 3,259,697 - (Participation > 20%) FA's 2,318,264 2,738,258 - Total 3,503,520 5,997,955 - Share Capital 63,311,578 207,232,697 85,389,684 Total of Participations FA's 93,995,270 69,490,587 (10,511,482) Ending period balance 157,306,848 276,723,284 74,878,202 Company 1) Marina Limassol Share Capital 5,088,625 31,328,592 26,239,967 (Participation > 20%) FA's 7,456,319 - (7,456,319) Total 12,544,944 31,328,592 18,783,648 2) Moreas Share Capital 17,328,227 - - (Participation < 20%) FA's 16,087,343 4,965,015 (11,122,328) Total 33,415,570 4,965,015 (11,122,328) 3) Ilia Waste Management (PPP) Share Capital 1,185,256 3,259,697 2,074,441 (Participation > 20%) FA's 2,318,264 2,738,258 419,994 Total 3,503,520 5,997,955 2,494,435 Share Capital 23,602,108 34,588,289 28,314,408 Total of Participations FA's 25,861,926 7,703,273 (18,158,653) Ending period balance 49,464,034 42,291,562 10,155,755 129 16. Other non-current assets and other long-term receivables GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Other non-current assets 6,652,235 6,321,762 237,479,501 15,899,640 Other Long term receivables 158,922 - 303,714 56,712,858 As part of the restructuring of the Group's corporate structure, the Management decided to transfer (sell) the concessions of Olympia Odos and Aegean Motorway to a 100% subsidiary company. As of 31/12/2021 the transfer of the secondary loans (subdebt) of Olympia Odos and the Aegean Motorway has taken place and the share transfers took place in 2022. As a result the proceeds of the sale were reported as other long term receivables from subsidiaries . 17. Deferred tax assets GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Deferred tax assets 22,765,426 21,718,282 31,093,494 30,725,514 22,765,426 21,718,282 31,093,494 30,725,514 Analysis of Deferred tax assets Description GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Receivables - Deferred Income 4,795,907 4,465,690 4,781,300 4,451,083 Differences in Intangible/ tangible assets 4,833 39,805 4,833 16,922 Derecognition of receivables and investments in participations 13,113,740 12,761,750 21,910,730 21,910,730 Provision for employee termination compensation 407,660 358,711 401,728 349,796 Adjustment to Fair Value of investments in participation 4,443,285 4,092,326 3,994,904 3,996,983 22,765,426 21,718,282 31,093,494 30,725,514 Changes in "Deferred Tax Assets" account GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Balance 01/01 21,718,282 23,838,046 30,725,514 31,773,401 Direct credit (debit) in Capital Reserves 176,664 (1,004,347) (2,080) 775,246 Credit / (debit) on the income statement Deductible temporary differences 870,481 (1,115,417) 370,060 (1,823,133) Balance 22,765,426 21,718,282 31,093,494 30,725,514 130 18.Deferred tax liabilities GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Deferred tax liabilities 18,046,950 14,433,368 15,533,262 12,669,014 18,046,950 14,433,368 15,533,262 12,669,014 Analysis of Deferred tax liabilities Description GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Tax exempt Reserves 256,548 256,548 256,548 256,548 Receivables - Deferred Income 5,209,059 4,178,040 4,435,690 3,403,155 Deferred income tax liability 10,044,432 7,616,152 9,142,979 7,236,129 Adjustment to fair value due to revaluation of fixed assets 2,536,913 2,382,628 1,698,046 1,773,182 18,046,950 14,433,368 15,533,262 12,669,014 Change in "Deferred Tax Liabilities" account GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Balance 01/01 14,433,368 22,811,978 12,669,014 20,798,460 Direct debit (credit) in Capital Reserves 822,201 (65,656) 649,550 (43,595) Debit (credit) in Income Statement Deductible temporary differences 2,791,381 (8,312,954) 2,214,698 (8,085,851) Balance 31/12 18,046,950 14,433,368 15,533,262 12,669,014 19. Inventories GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Finished & semi-finished goods 1,862,594 1,354,380 145,169 - Work in progress 3,439,521 3,152,009 1,558,339 638,847 Raw materials 16,017,650 21,245,889 13,190,697 19,745,618 21,319,764 25,752,279 14,894,205 20,384,465 The accounting policy of the company Inventories is that evaluates them at the lower of cost and net realisable value. Work in Progress GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Buildings for disposal after construction 3,439,521 3,152,009 1,558,339 638,847 131 132 20. Contractual Assets 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Contractual assets 148,637,575 166,015,766 147,272,976 165,804,944 Contractual obligations 7,030,107 3,353,327 2,339,677 2,584,159 Net contractual assets 141,607,468 162,662,439 144,933,299 163,220,785 Accumulated expenses 8,609,514,800 8,271,622,533 8,258,307,831 7,935,667,559 plus: Recognised profit (cumulatively) 1,011,070,757 982,799,639 938,741,218 910,891,489 less: Recognised loss (cumulatively) 351,736,060 344,483,749 351,588,087 344,237,762 less: Invoices up to 31/12 9,127,242,029 8,747,275,984 8,700,527,663 8,339,100,499 141,607,468 162,662,439 144,933,299 163,220,787 Turnover Contracts expenses recognized in the repording period 337,063,983 566,534,330 322,679,640 551,074,055 plus: Recognized profit for the reporting period 20,992,172 688,237 20,499,665 261,749 Revenues from Construction contracts recognized during the reporting period 358,056,155 567,222,567 343,179,305 551,335,804 Total advances received 167,050,733 129,103,361 164,435,497 126,825,008 GROUP COMPANY 2) Contract Cost to complete the contract According to the Budgetary Control System applied by the Group, revisions and re-evaluations of Management are carried out on a semi- annual basis. Revenues and expenses relating to each construction contract are recognised in the income statement, depending on the percentage of completion on reporting date. Expenses which have incurred but the relative construction work has not yet been invoiced to clients are recognised in the income statement, along with the proportional profit or loss provided for in the contract. According to GR GAAP, these expenses were recognised as work in progress, and their relative profit or loss was instead recognised in the reporting period in which the works were invoiced rather than carried out. Moreover, for any project with an estimated loss, that loss is recognised immediatelly in the income statement. The Group uses the stage of completion to determine the appropriate amount of income and expenditure to recognize in a particular period. Specifically, based on the input method of IFRS 15, the construction cost at each reference date is compared to the total budgeted cost in order to determine the percentage of completion. The stage of completion is measured based on the contractual costs incurred up to the reporting date in relation to the total estimated construction costs of each project. The Group uses an integrated Management Information System which produces the following information to draw consistent and reliable estimates of the percentage of completion of contracts: 1) Total Revised Contract Revenue 21. Clients and other receivables GROUP COMPANY Clients 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Receivables from clients 204,004,643 202,497,012 185,518,227 186,276,711 Allowance for doubtfull debtors (53,741,965) (53,483,695) (53,349,029) (53,088,345) 150,262,678 149,013,317 132,169,198 133,188,366 Other receivables Receivables from associates 55,723,161 54,449,459 59,980,689 56,563,169 Debtors 57,118,956 63,345,991 52,149,968 59,478,893 Receivables from subsidiaries (participating interests) 17,007,199 0 24,234,331 4,701,240 Advances and credit accounts 16,518,536 16,080,958 15,291,880 14,088,163 Allowance for doubtfull debtors (54,025,837) (51,093,325) (50,800,034) (48,033,503) 92,342,015 82,783,083 100,856,833 86,797,962 Prepaid expenses 20,761,492 13,569,068 20,651,555 13,505,690 Accrued income 7,154,381 7,811,210 5,169,890 5,388,051 27,915,873 21,380,278 25,821,444 18,893,741 120,257,888 104,163,361 126,678,278 105,691,703 21a. Ageing Analysis of clients As of 31/12/2022 the ageing analysis for the account Clients is as follows: GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Not in arrears and not impaired 68,400,152 78,896,832 55,740,986 69,414,925 In arrears but not impaired 3 - 6 months 6,232,398 10,215,814 5,132,398 9,007,152 6 - 12 months 21,676,041 13,637,115 21,676,041 13,637,115 1 - 2 years 15,514,427 13,730,052 14,514,427 8,777,223 >2 years 38,439,660 32,533,505 35,105,346 32,351,951 150,262,678 149,013,317 132,169,198 133,188,366 As the above claims also include the ones from the Greek State which are confirmed and certified, the Management estimates that they will be collected in their entirety. The Management of AVAX is certain that the Greek State is reliable concerning the claims of the projects, and for this reason it will continue to participate in the tenders of the Greek State, taking into account of course the possibility of the delayed payments. The Group's impairment provisions of other receivables amounting to € 54 million are analyzed as follows: € 22.9 million are receivables from associates, € 30.2 million are debtors and € 0.9 million are advance & credit management accounts. The Company's impairment provisions of other receivables amounting to € 50.8 million are analyzed as follows: € 22.9 million concern claims against relatives, € 27 million concern sundry debtors and € 0.9 million concern advance & credit management accounts. The receivables from clients of the Company and the Group include a revised amount of € 18.8 million which is in arrears for more than five years. This amount refers partially to an invoiced amount under a contract signed with the Government of Lebanon on 12.04.2013, for the construction of the Deir Aamar thermal power plant (Phase II), near Tripoli, Lebanon, which would include the construction of a 590 MW Combined Cycle, capable of operating with natural gas, light and heavy oil, and would consist of 3 air turbines, 3 boilers and 1 steam turbine. Until 2015, the Client did not proceed with any payment, nor did they hand over the construction site which was near a war zone (Tripoli) and had been occupied by the Lebanese army. The company proceeded to suspend the construction works of the project, as well as submitted to the State of Lebanon, as provided for in Article 9.2 of the BIT between Greece and Lebanon, the request for an amicable settlement (Official Notice for Amicable Solution) on 24.02.2015 and thereafter, second more detailed "Official Notice for Amicable Solution" on 16.06.2015. The claim amounted to € 51,788,000. In 2016 the Company after failing to find an amicable settlement, in August 2016, initiated before the International Center for the Settlement of Investment Disputes (ICSID), an International Arbitration procedure having raised a claim for compensation against the Government of Lebanon, amounting to € 370,570,785 based on rights arising from the Convention. Because the arbitration process was at an initial stage with delays of 1-2 years, the recovery assessment by the Administration was limited only to the invoiced part, i.e. € 51,788,000. In 2017 the claim of € 51,788,000 is now more than 2 years in arrears. However, because the procedure for which the Arbitration Request has been filed was still in its initial stages, the assessment of recoverability by the Administration, based on the relevant letter of the Legal Adviser, continued 133 to be limited only to the invoiced part, i.e. € 51,788,000 . In 2018, a proposal was made to AVAX SA to replace the EPC Contract between the State of Lebanon and AVAX, by a PPA" (Long Term Power Purchase Agreement), which would finance the construction through Private Investors who would participated in the project and if the Company agreed they would proceed to a decision of ratification by the Lebanese Council of Ministers. Indeed the decision by the Lebanese Council of Ministers was issued in May 2018.Due to the delays of more than three (3) years, the assessment of recoverability by the Administration, based on the relevant letter of the Legal Adviser of the claim was limited to € 43,788,000 after provision of a risk of € 8,000,000. In 2019, the agreement for the establishment of the PPA" was reached and included the delivery to AVAX of an LG of €30 million as a guarantee for the collection of €30 million with the signing of the documents and the agreement to give another €5 million, twelve (12) months after the collection of € 30 million. The Company proceeded with a request for the suspension of the Arbitration with an end date of the suspension on 31.05.2020. The Company, according to the assessment of recoverability by the Management, based on the relevant letter of the Legal Adviser on 31.12.2019, limited the claim to € 28,788,000. In 2020, after the start of the war in Lebanon, due to the fact that the PPA could not be signed by the Government of Lebanon, the Company decided to resume the suspended arbitration before ICSID. In 2020 the Company finally submitted its first full Claimant's Memorandum. Due to the further delays, the Company based on the relevant letter of the Legal Adviser limited the claim to €24,788,000, according to the Management's estimate, for the recoverability of the claim on 31.12.2020. In 2021, specifically on 23.06.2021, the State of Lebanon submitted its detailed memorandum and on 06.08.2021 both parties simultaneously submitted requests for the production of documents. Due to the further delay, the Company limited the claim to €22,788,000 based on the Management's estimate, based on the relevant letter from the Legal Adviser on the recoverability of the claim. On 14.02.2022 the Company submitted its response to the memorandum of the State of Lebanon. On 12.07.2022, the last written submission was made on behalf of Lebanon. Through the arbitration process and after the hearings of the experts, the Company's claim now amounts to €340,924,000. Lebanon did not present witness statements to differentiate the amounts. In the financial statements of 30.06.2022 the claim was further limited to € 20,788,000 by carrying out a contingency provision due to the delay. On 14.11.2022, the second part of the hearing took place, which concerned the examination of the company's experts (the Lebanese side had no experts). On 12.04.2023 the post hearing briefs of the two parties will be submitted. The Court's decision is expected around the end of 2023. Due to the passage of time, the Company in accordance with the assessment of recoverability by the Management further limited the claim to € 18,788,000 for the year 31.12.2022. Regarding the collectability of the claim after any decision of the ICSID, in relation to the 04.04.2022 declaration of bankruptcy of Lebanon, the Company took into account the letter of the Legal Adviser according to which (in summary): 1) The arbitral tribunal (International Center for the Settlement of Investment Disputes - ICSID) operates under the auspices of the World Bank. 2) The arbitration shall be governed by the Convention on the Settlement of Investment Disputes between States and Nationals of another State (Washington Convention 1965) and the decisions of the tribunal shall be final and binding on the parties, who shall be bound by it. If a state does not pay the compensation based on the arbitral award and therefore does not comply with it, it violates an international obligation it has undertaken under an international treaty and therefore bears international responsibility. 3) Arbitral awards under the Washington Convention, being final and binding on the parties, cannot be challenged except by an application for annulment before ICSID itself regardless of the seat of the arbitration. 4) In the event that the Lebanese state does not voluntarily comply with such a decision, the Company is entitled to recognize and enforce it not only in Lebanon and Greece, based on the Washington Convention, to which both countries are members, but also in all its other member states, i.e. in 158 states. Therefore, the Company remains in the assessment of recoverability (based on the passage of time only), as long as with the announcement of bankruptcy of Lebanon, based on the above, there is no need for further impairment . 134 21b. Ageing Analysis of other receivables As of 31/12/2022 the ageing analysis for the account Other Receivables is as follows: GROUP COMPANY (amounts in euro) 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Not in arrears and not impaired 51,260,561 42,875,637 43,452,543 32,780,438 In arrears but not impaired 3 - 6 months 18,250,618 6,666,441 18,460,965 6,721,345 6 - 12 months 18,906,420 18,067,941 19,824,420 18,657,067 1 - 2 years 13,045,949 8,430,170 13,758,055 9,060,342 >2 years 18,794,341 28,123,172 31,182,294 38,472,511 120,257,888 104,163,361 126,678,278 105,691,703 For amounts that were overdue for more than 365 days and have not been impaired, sufficient provisions have been made.. The impairment provisions for trade receivables are analyzed as: GROUP COMPANY Balance December 31st 2020 108,873,985 102,157,551 Additional allowances 6,164,402 5,617,458 Used allowances (10,461,368) (6,653,161) Balance December 31st 2021 104,577,020 101,121,848 Additional allowances 3,329,995 3,166,428 Used allowances (139,213) (139,213) Balance December 31st 2022 107,767,802 104,149,063 21c. Other Debtors / Ongoing litigation a. In the pending court case against construction company "Technical Union", and regarding the arbitration decision #21/2005 which ordered technical union to pay to the Company €16.3 million plus interest, for a deficit in the net position of Technical Union which was absorbed by the Company, there are pending acts of the executive process with auctions or confiscation of assets owned by the family of the former shareholders of Technical Union for collection of the claim. Following the death of the owner of Technical Union, the progress of the execution is frozen until the identity of his heirs emerges. Αfter the impairment of receivables, according to provisions based on IAS 37, a balance of € 1.82 million remains. (b) Action by ATHΕNA (now AVAX S.A.) against PPC ("Atherinolakkos" Project) and for which an expert opinion was ordered that determined the amount of € 6,031,637 on 17.9.2020. This lawsuit was accepted in favor of ATHΕNA for funds amounting to € 4,757,158 plus interest, which started running from December 2009, and which until 22.01.2021 amount to € 5,400,000. PPC filed an appeal which will be heard after postponement on 18.01.2024. The claim in Company's books amounts to € 10,2 million . 135 22. Cash and cash equivalent GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Cash in hand 131,653 117,446 104,787 97,413 Cash at bank 84,630,398 100,095,894 80,079,652 95,862,427 84,762,051 100,213,340 80,184,439 95,959,840 22a. Restricted Cash Deposits Restricted Cash Deposits (Non-current) - - - - Restricted Cash Deposits (Current) 1,863,839 13,877,484 1,863,839 13,877,484 Total restricted cash deposits 1,863,839 13,877,484 1,863,839 13,877,484 Balance of Cash and cash equivalent 86,625,890 114,090,824 82,048,279 109,837,324 In the Group all restricted cash deposits are from the parent company that amounts to € 1,863,839 . 23. Trade and other payables GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Trade payables 121,886,929 136,939,619 108,234,445 120,618,658 Advances from clients 167,050,733 129,103,361 164,435,497 126,825,008 Other current payables 116,038,881 110,171,364 132,008,167 136,308,564 404,976,544 376,214,343 404,678,108 383,752,230 AGEING ANALYSIS TRADE AND OTHER PAYABLES (Advances from clients not included) GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 0-90 days 116,136,864 133,915,945 110,853,265 130,425,297 91-180 days 23,265,804 19,690,383 24,397,171 21,240,131 181-365 days 44,919,088 19,322,355 48,660,978 20,921,690 366-731 days 19,656,861 23,695,263 20,507,833 26,241,013 >731 days 33,947,194 50,487,035 35,823,365 58,099,091 237,925,811 247,110,983 240,242,612 256,927,222 AGEING ANALYSIS ADVANCES FROM CLIENTS GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 0-90 days 23,292,212 2,507,849 22,927,564 2,463,591 91-180 days 7,156,203 94,912,426 7,044,170 93,237,459 181-365 days 30,279,770 2,893,387 29,805,730 2,842,326 366-731 days 95,016,923 14,095,955 93,529,401 13,847,197 >731 days 11,305,625 14,693,743 11,128,631 14,434,435 167,050,733 129,103,361 164,435,497 126,825,008 Other current payables GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Social security 6,075,236 8,083,246 5,462,012 7,466,271 Dividends payable 131 138 - - Payables to subsidiaries - - 32,484,546 35,444,182 Payables to Associates/ other 20,748,550 33,702,789 19,391,140 21,759,844 participating companies 136 Other payables 89,214,964 68,385,190 74,670,469 71,638,268 116,038,881 110,171,364 132,008,167 136,308,564 24. Income tax and other tax liabilities GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Income tax 3,391,236 371,176 3,000,791 - Deffered Tax 8,633,467 6,514,153 7,469,915 5,748,923 12,024,704 6,885,329 10,470,706 5,748,923 The tax rate of the Company according to art. 58 Law 4172/2013, as amended by art. 120 of Law 4799/2021 (Government Gazette AD78 / 18.05.2021) and is valid, amounts to 22%. For the fiscal years from 2015 up to 2021, the Company and its subsidiaries operating in Greece have been subjected to tax auditing by the statutory auditors, according to article 65A paragraph 1 of Law 4174/2013, and received Tax Compliance Certificates with an unqualified opinion. It should also be noted that for the years 2016 onwards, the tax audit and the issuance of a Certificate of Tax Compliance by the Statutory Auditors, are valid on an optional basis. The Group and the Company chose to continue the tax audit by the Certified Public Accountants. The Large Corporation Tax Bureau has carried out tax audits up to the fiscal year 2016, while for the fiscal years 2017 and 2018 the tax audit is ongoing. For fiscal year 2022, the Company and its subsidiaries that are taxed in Greece, have been subject to the tax audit by a Certified Public Accountant based on the provisions of no. 65A par. 1 of Law 4174/2013 as amended and valid until today. This audit for the fiscal year 2022 is in progress and the relevant tax certificate is expected to be granted after the publication of the financial statements for the fiscal year 2022. If additional tax liabilities arise until the completion of the tax audit, we estimate that these will not have a material impact on the financial statements. 137 25. Borrowings Short term borrowings GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Short term debentures payable in the following year 47,436,174 50,050,153 47,436,174 47,494,953 Short term loans 30,684,608 57,428,848 25,642,007 53,150,798 78,120,782 107,479,001 73,078,181 100,645,751 Long - term borrowings GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Long term debentures 228,278,071 333,380,374 228,278,071 330,923,437 Long -term loans 650,000 1,505,219 650,000 1,427,750 228,928,071 334,885,593 228,928,071 332,351,187 Total Borrowings 307,048,853 442,364,594 302,006,252 432,996,938 AGEING ANALYSIS OF LONG TERM BORROWINGS 31.12.2022 Between 1 & 2 Between 2 & 5 Over 5 years Total years years Group 42,775,000 183,153,071 3,000,000 228,928,071 Company 42,775,000 183,153,071 3,000,000 228,928,071 31.12.2021 Between 1 & 2 Between 2 & 5 Over 5 years Total years years Group 65,773,810 260,111,783 9,000,000 334,885,593 Company 63,996,341 259,354,846 9,000,000 332,351,187 According to the Company's and Consolidated financial statements for the period 1.1-31.12.2022, the Company and the Group cover the financial ratios of liquidity, capital adequacy and profitability as amended and in force until today. Sensitivity analysis in interest rates According to sensitivity analysis of the Group's financial position to possible changes in the Euribor interest rate, the effect of financial costs on the Group's results and equity amounts to + € 2.51 million at the end of 2022 for each change by +100 basis points (ie + 1%) of the interest rates to which the Group is exposed, against ± € 3.81 million in the previous year. For the Company, the corresponding effect amounts to + € 2.21 million at the end of 2022, compared to ± € 3.49 million at the end of 2021. GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Short-term Loans 78,120,782 107,479,001 73,078,181 100,645,751 Debenture/Other Long-term Loans 228,928,071 334,885,593 228,928,071 332,351,187 Cash and cash equivalents 86,625,890 114,090,824 82,048,279 109,837,324 Net loans 220,422,962 328,273,770 219,957,973 323,159,614 Leasing Liabilities (IFRS 16) 75,782,027 53,160,534 46,499,961 26,138,920 Net financial Liabilities 296,204,990 381,434,305 266,457,933 349,298,535 Change effect by ±1% on EURIBOR Income Statement 2,962,050 3,814,343 2,664,579 3,492,985 138 Shareholders Equity 2,962,050 3,814,343 2,664,579 3,492,985 25a. Change in financial activity Below is an analysis of the change in liabilities arising from financing activities as reflected in the cash flow statement. GROUP Long Term Bond Short-term Loan Total Loan Liabilities Liabilities 01.01.2022 334,885,593 107,479,001 442,364,594 Non cash flow(discontinued activities) 332,727 - 332,727 Cash flow (58,854,075) (76,794,393) (135,648,468) Bond Loan Liabilities payable in the next (47,436,174) 47,436,174 - financial year 31.12.2022 228,928,071 78,120,782 307,048,853 COMPANY Long Term Bond Short-term Loan Total Loan Liabilities Liabilities 01.01.2022 332,351,187 100,645,751 432,996,938 Non cash flow(discontinued activities) 1 - 1 Cash flow (55,986,943) (75,003,744) (130,990,687) Bond Loan Liabilities payable in the next (47,436,174) 47,436,174 - financial year 31.12.2022 228,928,071 73,078,181 302,006,252 25b. Non current assets held for sale The participation of the parent Company to the subsidiary Volterra (100%) amounts to € 17,942,051 . 139 2 5c. Disposal Group held-for-sale GROUP 31.12.2022 Assets Disposal Group held for sale 85,061,215 Liabilities Disposal Group held for sale 62,412,120 Discontinued Operations and disposal group assets/liabilities held for sale In 2021 the Group took the decision to divest from certain holdings, such as the 100% subsidiary Volterra, which is active in the wholesale and retail energy market and Renewable Energy Sources (RES), given the uneven and unpredictable conditions in the international markets energy and the strong demand for purchasing RES projects. In this context, the Company hired a financial consultant to investigate interest from buyers either for the entire Volterra Group, or separately for the RES projects and the activities in the retail & wholesale market of electricity and Natural Gas. During the first half of 2022, Volterra sold to PPC Group its participation in a portfolio of renewable energy sources (RES) with a total capacity of 112 MW. Specifically, PPC Renewables SA acquired 55% of the shares of Volterra K-R SA and Volterra LYKOVOUNI SA, in which it was already a 45% shareholder in each company as of 2019. Volterra K-R SA and Volterra LYKOVOUNI SA own operational wind farms with a total capacity of 69.7 MW in Etoloakarnania and Viotia. Also, PPC Renewables SA acquired 100% of Heliophania SA which owns an operating photovoltaic park with a power of 2.7 MW in Viotia, as well as the companies Volterra DOUKAS SA and Volterra KOUKOULI SA which own wind farms with a total capacity of 39 .5 MW, the construction of which is to start immediately. Already from the Consolidated Financial Statements of 31.12.2021, but also the corresponding ones of 30.06.2022, according to International Financial Reporting Standards (IFRS 5), the Volterra Group was categorized as a Discontinued Activity". According to IFRS 5, the assets of the disposal group of assets and liabilities, in the consolidated financial statements are reflected in the accounting value, while in the financial statements of the Company they are reflected in the cost of acquisition, given that the book value is the lower between fair value and book value, as it appears from the relevant valuation reports by Independent Appraisers. According to IFRS 5, the financial result from the discontinued activity is shown separately.It is noted that under IFRS 5 a period of 12 months is generally provided to complete the sale of the discontinued operation. On 30.06.2022, after the sale of RES, the remaining asset disposal group now concerns only energy trading and the recording continues to be made with the book value in the consolidated financial statements and at the acquisition cost in the financial statements of the Company, as long as these values continue to be less than the fair value of the subsidiary, as determined by the relevant valuation reports from Independent Appraisers. The Management informs that with reference date 31.12.2022, the sale of the energy trading sector of Volterra S.A. has not taken place. The delay is due to the unprecedented energy crisis in Greece and in Europe in general, combined with the ongoing war in Ukraine. However, Management confirms its initial decision and commitment to the sale of its subsidiary's energy trading business and states that conditions are now ripe, investor interest appears renewed and proceeds with the relevant authorization to conduct negotiations in order to complete the sale within the 1st Semester of 2023. On 31.12.2022, the 12-month criterion under IFRS 5 was not met. The delay was due to the unprecedented energy crisis combined with the war in Ukraine.But the Company remained firmly committed to the sale plan of the electricity trading sector (the RES sector has already been sold). Under IFRS 5, when the delay is due to events or circumstances beyond the entity's control and there is sufficient evidence that the entity remains committed to the plan to sell the asset (or disposal group) the 12-month exemption is provided subject to conditions (§9).In this case it is considered that the Group is within the context case B1c where during the initial one-year period, circumstances that were previously considered unexpected arise and, as a result, a non-current asset (or disposal group) previously classified as held for sale has not been sold until the end of that period and: I. during the initial one-year period the entity took every measure to respond to the change in circumstances; II. the non-current asset (or disposal group) is actively traded in the market at a price that is reasonable given the change in circumstances and III. the criteria of paragraphs 7 and 8 are met. Therefore, on 31.12.2022, the conditions of §9 and B1c of IFRS 5 continue to be met for the classification of the energy trading sector in held for sale . 140 The result from the discontinued operations in the consolidated income statement of the Group is as follows: Income Statement DISCONTINUED OPERATIONS Amounts in € 1.1-31.12.2022 1.1-31.12.2021 Turnover 394,239,878 190,577,450 Cost of sales (381,750,136) (195,537,935) Gross profit/ (Loss) 12,489,743 (4,960,484) Profit from RES disposal 39,095,335 - Administrative, marketing & selling and other expenses (10,058,980) (6,641,861) Profit/ (Loss) before tax, financial and investment results 41,526,098 (11,602,345) Finance cost (net) 1,264,566 (1,925,504) Profit/ (Loss) before tax 42,790,664 (13,527,849) Tax (824,456) (872,153) Profit/ (Loss) after tax 41,966,208 (14,400,002) Dividend to AVAX (15,000,000) - Profit/(Loss) 26,966,208 (14,400,002) The Company on 31.12.2021 did not offset the depreciation of the 2nd Semester 2021 (€ 2.1 million) with an increase in the value of fixed assets, in accordance with the requirements of IFRS 5, given that the decision on discontinued operations was taken on 01.07.2021 However, the subsidiary RES companies continued to operate and produce energy, increasing the profitability of discontinued operations, during the second half of 2021, i.e. after the decision of 01.07.2021. At the same time, there was a devaluation of the machines used for energy production. Consequently, the Company decided and for conservatism purposes that it should not show increased profitability due to the continued operation of the Company and at the same time due to non-depreciation of the value of the machines, which continued to operate.The same applies to VOLTERRA (energy trading) On 30.06.2022, the Company has not deducted the amount of € 0.07 million, which concerns the depreciation of the first half of 2022 of Volterra (the RES have already been sold), in accordance with the requirements of the standards, because the company continued to operate, generate profits and depreciate its fixed assets On 31.12.2022, the corresponding amount, i.e. the depreciation of 2022, amounts to € 0.16 million, which have not been deducted for the same reasons. Statement of Financial Position DISPOSAL GROUP Amounts in € 31.12.2022 31.12.2021 Property, Plant and Equipment 266,714 69,444,452 Intagible and other Assets 908,874 6,314,149 Clients and other receivables 68,231,251 53,047,171 Cash and Cash equivalents 15,654,376 21,447,958 Total Assets 85,061,215 150,253,729 Trade and other creditors (50,355,772) (72,725,716) Long term loans (358,310) (49,091,075) Short term loans (3,250,000) (7,381,640) Income tax and other taxes payable (5,807,105) (11,432,508) Other Financial Liabilities (2,640,933) (7,708,818) Total Liabilities (62,412,120) (148,339,756) Equity of the Disposal Group held for sale 22,649,095 1,913,973 Cash Flow statement 31/12/2022 (See Cash Flow Statement 31/12/2022) 141 Profit/ Loss per share (See Income Statement 1/1/2022 – 31/12/2022) 26. Liabilities from financing Leases (IFRS 16) GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Current liabilities 12,087,691 4,883,951 10,864,151 3,751,120 Non current liabilities 63,694,337 48,276,584 35,635,809 22,387,800 Total lease liabilities 75,782,027 53,160,534 46,499,961 26,138,920 Total future minimum lease payments GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 No greater than 1 year 15,756,760 7,778,967 13,016,907 4,879,391 Greater than 1 year but no more than 5 years 42,154,029 26,689,616 32,358,429 17,232,198 Greater than 5 years 44,177,613 43,613,043 8,578,932 10,063,375 102,088,402 78,081,626 53,954,268 32,174,964 Future Interest charges (26,306,374) (24,921,091) (7,454,307) (6,036,044) Present value 75,782,027 53,160,534 46,499,961 26,138,920 Present value of future minimum lease payments GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 No greater than 1 year 12,087,691 4,883,950 10,864,151 3,751,120 Greater than 1 year but no more than 5 years 32,076,829 17,674,829 27,996,684 13,602,603 Greater than 5 years 31,617,507 30,601,755 7,639,125 8,785,196 Present value 75,782,027 53,160,534 46,499,961 26,138,920 The change of financing leasing liabilities for 31/12/2022 and 31/12/2021 is as follows: GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Beginning 53,160,534 57,738,697 26,138,920 29,191,228 Acquisitions of the period 28,217,843 2,550,602 24,599,845 1,385,154 Leasing Payments(repayment of capital) (5,589,454) (5,579,836) (4,238,804) (3,936,555) Modifications in the contract terms (6,895) (1,548,928) - (500,907) Effect of IFRS 16 for practical expedient - - - - Total 75,782,027 53,160,534 46,499,961 26,138,920 Interest charges for the Period (2,950,248) (2,867,746) (1,362,697) (1,343,825) Leasing Payments(repayment of capital) (5,589,454) (5,579,836) (4,238,804) (3,936,555) Total leasing payments (8,539,702) (8,447,582) (5,601,501) (5,280,380) The Group's policy is to lease equipment with financial leases. The average lease term is 48 months for the Company and 57 months for subsidiaries. For the period until December 2022, the average real interest rate was 5.0%. Interest rates are fixed at the date of the contract. All leases are concluded on a fixed payment basis and there are no agreements for the payment of any future possible leases. The Group has the right to extend the contracts for a certain period of time or to purchase the equipment instead of the price specified in the contract. All rental obligations are expressed in Euros. The Group's liabilities from financial leases are secured for the 142 lessor by the parent company. 27. Provisions for retirement benefits (amount in €) According to the Greek legislation, employees are entitled to compensation in the event of dismissal or retirement, depending on the employee's salary, years of service and the manner of departure (dismissal or retirement). Employees who resign or are reasonably dismissed are not entitled to compensation. In Greece, retired employees are entitled to 40% of the compensation according to Law 2112/1920. The specific programs are defined benefit programs in accordance with IAS 19. The estimates for the defined benefit obligations of the Group in accordance with IAS 19 was calculated by an independent actuaries company. The movement of the net liability in the Statement of Financial Position, after the adoption of the revised IAS 19, is as follows: GROUP 31.12.2022 31.12.2021 Amounts recognized in Profit and Loss statement Current cost service 425,775 307,884 Recognition of past service cost - - Interest cost 30,003 29,345 Benefit payments from the plan (7,058) 10,209 Total P&L charge 448,720 347,438 Movements in Net Liability/(Asset) in BS Net Liability/(Asset) in BS at the beginning of the period 4,671,899 4,339,509 Benefits paid by the company (15,623) (59,300) Lay off Compensations - - Total expense recognized in the income statement 448,720 347,438 Total expense recognized in the statement of comprehensive income (1,860,843) 44,252 Net Liability/(Asset) in BS 3,244,153 4,671,899 Reconciliation of benefit obligation Defined benefit obligations at the beginning of the period 4,671,899 4,339,509 Current cost service 425,775 307,884 Interest cost 30,003 29,345 Benefits paid by the company (15,623) (59,300) Lay off Compensations - - Settlement/Curtailment/Termination loss/gain (7,058) 10,209 Total amount recognized in the OCI (1,860,843) 44,252 Defined benefit obligations at the end of the period 3,244,153 4,671,899 Discontinued activities 67,859 60,733 Defined benefit obligations at the end of the period(continuing activities) 3,176,294 4,611,166 COMPANY The table below outlines where the Company’s retirement benefit amounts are included in the financial statements. The DBO plan was carried out by an independent employee benefits consulting company. 31.12.2022 31.12.2021 Amounts recognized in Profit and Loss statement Current cost service 345,118 229,244 Recognition of past service cost - - Interest cost 24,769 24,441 Benefit payments from the plan - 11,486 Total P&L charge 369,887 265,171 Movements in Net Liability/(Asset) in BS Net Liability/(Asset) in BS at the beginning of the period 4,148,509 3,849,126 Benefits paid by the company (15,167) (40,000) Total expense recognized in the income statement 369,887 265,171 Total expense recognized in the statement of comprehensive income (1,787,315) 74,212 Net Liability/(Asset) in BS 2,715,914 4,148,509 Reconciliation of benefit obligation Defined benefit obligations at the beginning of the period 4,148,509 3,849,126 Current cost service 345,118 229,244 Interest cost 24,769 24,441 Settlement/Curtailment/Termination loss/gain - 11,486 Benefits paid by the company (15,167) (40,000) Total amount recognized in the OCI (1,787,315) 74,212 Defined benefit obligations at the end of the period 2,715,914 4,148,509 The principal actuarial assumptions used were as follows: 31.12.2022 31.12.2021 Discount rate 3.0% 1.0% Future salary increases 3.0% 2.0% MT_EAE2012P (Bank of Greece, MT_EAE2012P (Bank of Greece, Mortality rate Credit & Insurance Committee, Credit & Insurance Committee, Meeting 49/12.09.2012) Meeting 49/12.09.2012) Personnel mobility: Age group Voluntary departure Voluntary departure Up to 40 years old 0% 0% 41-55 years old 0% 0% 55 and over 0% 0% Median retirement age Men - Women: 62 years old Men - Women: 62 years old Number of personnel The number of employees on 31/12/2022 in the Group was 1,628 people (compared to 2,441 on 31/12/2021) and at company level amounts to 1,123 (compared to 2,027 on 143 31/12/2021). The number of employed personnel does not include the staff of the Joint Ventures in which the Group and the Company participate. 28. Other provisions and non-current liabilities GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Other provisions 12,908,027 16,949,796 12,885,595 15,115,737 Other Non-current liabilities 18,152,774 19,707,036 6,540,041 9,418,300 31,060,801 36,656,832 19,425,636 24,534,037 There are pending court cases and arbitrations on contractual disputes and other issues against the Group's companies. To cover potential losses from pending litigation has formed a provision of € 6.215 thousand, of which € 5.438 thousand relates to previous years and € 777 thousand relates to the current year. On a periodic basis, the Group's Management examines the stage at which each significant matter occurs and evaluates the potential economic risk based on the views of its legal advisers. If the potential loss from any claims and legal claims is considered probable and the relevant amount can be reliably estimated, the Group's Management recognizes a provision for the estimated loss. The management's judgment is required to a significant extent both to determine the probability and the extent to which the risk can be reliably estimated. When additional information becomes available, the Group's Management reviews the potential or probable liabilities for outstanding claims and legal affairs and may revise the estimates. Such revisions may have a material effect on the Group's financial position and results. A number of litigation claims against the Group are pending and their final outcome cannot be foreseen at this point. Therefore no provision was made for the Group. It is our view that any claims collected following a Court Order will not change appreciably the Groups Equity . 29. Share capital GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Paid up Share Capital (Shares 144.321.516 of € 0,30) 43,296,455 43,296,455 43,296,455 43,296,455 Share premium account 146,651,671 146,651,671 146,651,671 146,651,671 189,948,126 189,948,126 189,948,126 189,948,126 The General Meeting of Shareholders on 24.06.2021 approved a three-year programme for the distribution of 4,000,000 shares free- of-charge to specific executives and other staff members of the Company, as well as to specific business associates, in accordance with the terms of article 114 Law 4548/2018 and its amendments. The new shares will be issued using capital reserves of the Company. Up until the publication of this Report, no shares have been issued as part of this programme, as the Board of Directors has yet to decide on this . 30. Other Reserves GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Revaluation of participations and securities & of other assets 15,727,743 13,172,775 10,427,879 8,391,324 Cash Flow hedging 5,561,892 3,941,547 - - Regular and Other Reserves 18,670,150 17,585,227 14,790,183 14,674,471 39,959,784 34,699,549 25,218,062 23,065,795 The Cash Flow Hedging regards the following self-financed projects: GROUP SHARE 31.12.2022 31.12.2021 Aegean Motorway S.A. 5,561,892 3,941,547 5,561,892 3,941,547 The Group uses complex financial products on a case by case basis in cooperation with the banking sector in order to offset the cash flow mainly to specific investments in self-financed projects. The part of the high effectively cash flow hedge of these investments is recognised directly in equity through the statement of changes in the Equity of the concession companies, in accordance with the International Accounting Standards. The ineffective portion of profit or loss is recognised directly in the income statement of the 144 companies. Therefore, in the consolidated financial statements, the Group records its share, respectively, of how it is recorded in associates in accordance with International Accounting Standard 28 . 31. Revaluation Reserves for Financial Assets at fair value through other comprehensive Income GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Revaluation Reserves for Financial Assets at fair value 87,837,596 72,254,545 52,096,477 247,819,045 87,837,596 72,254,545 52,096,477 247,819,045 32a.Reserves from foreign profits Law 4171/61 GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Reserves from foreign profits Law 4171/61 38,676,944 17,489,312 38,676,944 17,489,312 38,676,944 17,489,312 38,676,944 17,489,312 The Company has created a reserve from foreign profits of Law 4171/61 amounting to € 38,676,944, which is reflected separately from the Other Reserves for purposes of more detailed information . 32b. Reserves art 48 L.4172/2013 GROUP COMPANY 31.12.2022 31.12.2021 31.12.2022 31.12.2021 Reserves art 48 L.4172/2013 (Intra-company tax- exempt dividends) 270,327,337 235,005,368 253,075,574 235,005,368 270,327,337 235,005,368 253,075,574 235,005,368 33. Non-controlling interest GROUP GROUP 31.12.2022 31.12.2021 Beginning balance 1/1 14,192,033 13,824,986 Additions / (Decrease) (15,060,743) (1,054,232) Period movement 1,772,798 1,421,279 904,088 14,192,033 34. Memorandum accounts - Contingent liabilities ΟΜΙΛΟΣ ΕΤΑΙΡΙΑ 31.12.2022 31.12.2022 Letters of Guarantee 642,835,080 591,979,345 Other memorandum accounts 1,461,615 1,458,925 644,296,696 593,438,270 35. Encumbrances - Concessions of Receivables For the purpose of securing bank claims for the issuance of bond loans, there are mortgage notes amounting to €15,397 thousand on the Company's property and €33,397 thousand on the Group's property respectively. Furthermore, for the same reason there have been pledged claims of performance guarantees, future claims from projects execution as well as legally disputed claims. In the amounts concerning the Group, the corresponding amount concerning the discontinued operations (Volterra) is zero. 145 36. Transactions with related parties The Group is controlled by AVAX. The members of the Board of Directors and the related legal entities hold approximately 60% of the share capital of the Company, without any substantial change compared to the previous year, while the remaining approximately 40% of the shares are held by the public. Several transactions with affiliated companies are accounted for by the Company and its subsidiaries during the year. Sales and purchases from and to affiliated companies are made at the actual market prices. Account balances shown at the end of the year are not covered by guarantees and are settled in cash. For the years 2022 and 2021 the Group did not enter a provision for doubtful receivables from affiliated companies, as until now the course of payments was without problems. Transactions between Group companies (intra-group) are eliminated when consolidating their financial statements. Year ended 31 December 2022 (all amounts in € thousands) Group 1.1.2022 - 31.12.2022 31.12.2022 Income Expenses Receivables Payables AG.NIKOLAOS CAR PARK SA 47 - - - OLYMPIA ODOS OPERATIONS SA 8,245 - 296 - OLYMPIA ODOS CONCESSION SA 757 - 28 780 GEFYRA OPERATIONS SA 225 0 - - GEFYRA SA 4,132 - 2 - ATTIKA ROAD S.A 8,387 261 1,484 16,029 AEGEAN MOTORWAY SA 10,161 0 74 495 MOREAS S.A. 4,353 - 383 - SALONICA PARK S.A. 35 - 13 - POLISPARK S.A. 10 - 5 - ATHINAIKOI STATHMOI SA 122 - - - METROPOLITAN ATHENS PARK S.A. - - 0 - BIOENERGY SA 3 - 55 - BONATTI J&P-AVAX SRL 117 - 331 - VOLTERRA S.A. 15,466 1,099 15,000 17,924 ILIA WASTE MANAGEMENT (PPP) 2,127 - 5,772 6 ILIA WASTE OPERATIONS (PPP) 302 - 574 - PYRAMIS SA - 371 - 429 LIMASSOL MARINA LTD - - 22,581 - J&P (UK) LTD LONDON - - - 31 JCH SERVICES LTD - - - 63 5Ν S.A. 3 - 151 - ENERSYSTEM FZE - 3,178 - 78 CYCLADES ENERGY CENTER SA 54 - 54 - J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN) 58 - 333 - JOINT VENTURES 1,282 - 19,186 9,952 Management members and Board Directors - 3,606 - 675 55,885 8,516 66,322 46,461 Company 1.1.2022 - 31.12.2022 31.12.2022 Income Expenses Receivables Payables ETETH SA 6,076 92 992 7,389 TASK AVAX SINGLE SHAREHOLDER SA 190 2,660 - 1,094 AVAX IKTEO S.A. - 33 - 496 GLAVIAM Ε.Π.Ε. 4 - 5 - AVAX DEVELOPMENT 325 - 13,102 3 ATHENA CONCESSIONS S.A. - - 1 12 ERGONET 19 - 22 - MONDO TRAVEL SA (UNDER LIQUIDATION) - - - 71 ATHENS MARINA 1,081 - 1,170 45 BONATTI J&P-AVAX SRL 117 - 331 - AVAX CONCESSIONS SINGLE SHAREHOLDER SA 306 - 237,949 - VOLTERRA S.A. 15,466 1,099 16,158 18,823 P.S.M. SUPPLIERS LTD 530 - 44 1,860 AVAX INTERNATIONAL LIMITED 26 17,540 948 21,581 GAS AND POWER TECH DMCC 271 431 808 - CONSPEL (CYPRUS) LIMITED - - 324 - OLYMPIA ODOS OPERATIONS SA 1,830 - 38 - OLYMPIA ODOS SA 424 - 25 780 GEFYRA OPERATIONS SA 225 - - - GEFYRA SA 4,124 - - - ATTIKA ROAD S.A 20,055 227 - 15,992 AEGEAN MOTORWAY SA 202 0 0 0 MOREAS S.A. 523 - 12 - POLISPARK S.A. 4 - 4 - METROPOLITAN ATHENS PARK S.A. - - 0 - BIOENERGY SA 2 - 55 - ILIA WASTE MANAGEMENT (PPP) 1,748 - 5,772 6 ILIA WASTE OPERATIONS (PPP) 302 - 574 - PYRAMIS SA - 371 - 429 LIMASSOL MARINA LTD 14,872 - 22,581 - J&P (UK) LTD LONDON - - - 31 J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN) 58 - 333 - CYCLADES ENERGY CENTER SA 54 - 54 - 146 JOINT VENTURES 1,267 - 18,994 9,757 Management members and Board Directors - 1,221 - 391 70,101 23,674 320,294 78,760 36a. Transactions with related parties (continued from previous section) Year ended 31 December 2021 (all amounts in € thousands) Group 1.1.2021 - 31.12.2021 31.12.2021 Income Expenses Receivables Payables AG.NIKOLAOS CAR PARK 40 - - 0 OLYMPIA ODOS OPERATIONS SA 5,875 - 610 - OLYMPIA ODOS SA 1,588 - 20 664 GEFYRA OPERATIONS SA 81 1 23 - GEFYRA SA 28 - 1 - ATTIKA ROAD S.A 6,529 236 2,035 15,702 ATTIKA DIODIA S.A 98 - - - AEGEAN MOTORWAY SA 7,877 0 15 1,350 MOREAS S.A. 4,382 - 457 - SALONICA PARK S.A. 26 - 13 0 POLISPARK S.A. 6 - 1 - ATHINAIKOI STATHMOI SA 102 - - 1 METROPOLITAN ATHENS PARK S.A. - - 0 - BIOENERGY SA 2 - 55 - BONATTI J&P-AVAX Srl 136 - 213 3 ILIA WASTE MANAGEMENT (PPP) 160 - 4,465 9 ILIA WASTE OPERATIONS (PPP) 108 - 154 - PYRAMIS SA - 251 - 391 LIMASSOL MARINA LTD - - 12,902 - J&P (UK) LTD LONDON - - - 31 JCH SERVICES LTD - - - 63 JCH LTD - - - 741 5Ν S.A. 3 - 151 - ENERSYSTEM FZE - 12,005 - - CYCLADES ENERGY CENTER SA 3 - 8 - J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN) - - - 437 JOINT VENTURES 2,447 - 23,572 31,388 Management members and Board Directors - 3,095 - 759 29,493 15,589 44,695 51,540 Company 1.1.2021 - 31.12.2021 31.12.2021 Income Expenses Receivables Payables ETETH SA 118 219 791 8,685 TASK AVAX SA 158 1,556 - 1,651 AVAX IKTEO S.A. 4 30 - 462 GLAVIAM Ε.Π.Ε. 4 - - - AVAX DEVELOPMENT SINGLE SHAREHOLDER SA 310 - 8,648 2 ATHENA CONCESSIONS S.A. - - 1 14 ERGONET 23 - - - MONDO TRAVEL SA (UNDER LIQUIDATION) 7 - - 71 ATHENS MARINA 576 - 1,360 45 BONATTI J&P-AVAX SRL 135 - 213 - AVAX CONCESSIONS SA 3 - 56,713 - VOLTERRA S.A. 330 783 653 2 VOLTERRA LIKOVOUNI SINGLE SHAREHOLDER SA - - 1 - ILIOFANEIA S.A. 8 - - - AVAX & POWER TECHNOLOGIES CYPRUS LTD - - 6 - P.S.M. SUPPLIERS LTD 446 - 1 1,913 AVAX INTERNATIONAL LIMITED 52 93,064 997 24,892 GAS AND POWER TECH DMCC 234 446 790 - CONSPEL (CYPRUS) LIMITED - - 1,039 - OLYMPIA ODOS OPERATIONS SA 1,028 - - - OLYMPIA ODOS CONCESSION SA 726 - 19 654 GEFYRA OPERATIONS SA 189 - 23 - GEFYRA SA 21 - - - ATTIKA ROAD S.A 16,803 206 - 15,688 ATTIKA DIODIA S.A 244 - - - AEGEAN MOTORWAY SA 200 0 0 6 MOREAS S.A. 1,226 - - - POLISPARK S.A. 1 - - - METROPOLITAN ATHENS PARK S.A. - - 0 - BIOENERGY SA 2 - 55 - ILIA WASTE MANAGEMENT (PPP) 15 - 4,386 9 ILIA WASTE OPERATIONS (PPP) 108 - 154 - PYRAMIS SA - 251 - 391 LIMASSOL MARINA LTD - - 12,902 - J&P (UK) LTD LONDON - - - 31 J/V J&P-AVAX - J&PARASKEVAIDES OV.LTD (JORDAN) - - - 437 CYCLADES ENERGY CENTER SA 3 - 7 - JOINT VENTURES 2,447 - 23,422 30,615 147 Management members and Board Directors - 1,295 - 391 25,420 97,850 112,181 85,95 8 37. Joint Venture Projects with J&P (Overseas) Ltd On 11.10.2018, it was announced that international contractor J&P (Overseas) Limited, incorporated in Guernsey, filed for liquidation to address the deficits and liquidity problems it faced. Given that the Company participated in four joint venture projects with J&P (Overseas) Limited in Jordan and Qatar, it was necessary to review the respective contracts with the clients and banks involved in these projects. The Company made, and still does, every effort to continue and complete these projects (except the two road projects and QFS in QATAR that have already been completed) in the most technically perfect way, to ensure the Company’s future presence in the construction market of the wider Arab world as well as its access to the local banking system. A detailed report on this matter may be found in the Report of the Board of Directors for the Annual Financial Report 2018, under the “Important post balance sheet date Developments & Events” section. More specifically, the status of each project is as follows: 1a. Roadworks in Qatar The projects have been completed 1b. Qatar Foundation Stadium The Group fully consolidated, for the first time the activities in Qatar, through the consolidation of AVAX ME in the financial statements on 30.06.2019, as it essentially replaced the J&P (Overseas) Ltd group, which had already been liquidated, in order to ensure the completion of local projects, with the main one being the Qatar Foundation Stadium, which has been completed and hosted the 2022 World Cup. The QFS project was carried out on a joint venture between the Company and former subsidiaries of J&P (Overseas) Ltd, which came under the control of AVAX ME. The Company indirectly increased its participation in the execution of the project. The remaining projects were acquired through the acquisition that involved large-scale E / M subcontracting for third party clients in Qatar. During the consolidation process, significant loan liabilities and outstanding project balances were initially identified. However, the course of the liquidation of J&P (Overseas) Ltd made difficult the financial position of the Group. A relevant report had been made in the Company's Prospectus on 20.01.2020, where it was recorded that the inability to collect receivables from projects totaling approximately $ 140m. created conditions of temporary cash constraints for which the Company was considering since the end of 2019 various possible actions, including discussions with the local partner Fahad Trading W.L.L. (who owned 51%), for a full acquisition of these companies. Eventually, due to the continuous deterioration of cash liquidity, the Company proceeded to this solution, ie it decided to sell these companies to the local partner with whom a draft contract of sale was made. Specifically, according to the draft contract of sale, the Group of companies of AVAX SA. will have to pay a compensation for the sale to the local partner of € 29.4m. (QAR 120m.), for which a provision has already been made in the Financial Statements of 31.12.2019 and it will be settled with a payment of € 21.0m. from AVAX SA, while the remaining amount of € 8.4m. will be given by AVAX S.A. for the share Capital increase of "AVAX INTERNATIONAL LIMITED" (100% subsidiary of AVAX SA), which will be a sale compensation for the sale of AVAX ME subsidiaries in Qatar. The local partner Fahad Trading WLL, has essentially taken over the management of the projects in question since the beginning of 2020, has full and exclusive communication with the banks, the communication with the customers and the receipts and payments of the project. As a result, the companies Conspel Qatar WLL and J&P Qatar WLL as well as the project 'Education City Stadium' (24% belongs to AVAX SA) are not included in the financial statements of the Group. The aforementioned companies and their projects under management (including the Education City Stadium in which AVAX participated by 24%) are included in the sale agreement between the AVAX Group and the local partner. This sale agreement, where the QAR 120 million (approximately € 29.4 million) payment has been finalised, it has not been signed yet.The reasons for the delay were the issues relevant to the COVID-19 pandemic and also that the Arab Bank, which financed the projects of Conspel Qatar WLL, was in negotiations with the local partner as it had to sign the agreement. Eventually, an agreement has been reached between them and the process is in the phase of exchanging draft agreements between the parties involved, until a final draft is accepted by both parties. Part of the agreement is a letter from QNB Bank, which financed the QFS project and to which bank the corporate guarantee of AVAX has been given for 25% of the consortium's liabilities to the bank. The relevant letter states that upon completion of the terms of the agreement (the QAR 120m payment plan from AVAX), all of AVAX's liabilities under its corporate guarantee are transferred to the local partner. In this way, with the signing of the agreement and the payment , AVAX's guarantee to QNB ceases definitively. Because there are some lawsuits against the joint venture, for which the risk has been assessed and provisions have been taken amounting to € 1,2 mil (€ 588 thousand in the previous fiscal year and € 614 thousand in the current fiscal year) , AVAX demanded as part of the agreement that local partner take over these cases or that the amount be withheld from the agreed payment price in case it has been paid by AVAX, a proposal which was accepted by the local partner. At the same time, acceptance of the entire agreement has been achieved, without additional conditions, by QNB, which subscribes to the contract, which contract also contains a relevant letter from the bank in the annexes. The completion of the preparation of the documents by the lawyers is now expected in order to start the process of paying approximately €29.4 million (QAR 120 million) over a period of up to approximately 18 months, in monthly installments. These amounts have already been recognized in the previous years' results and the liability appears under other liabilities. 2.Jordan This project regards the upgrade of the baggage management system in Queen Alia International Airport (Amman), and is an extension of an earlier contract signed by the local government to build a modern airport. The contract was signed on 12.04.2018 representing a value of € 24.8 million for our Company, which corresponds to a 50% participation. With this agreement, AVAX SA fully undertakes the continuation of the project as well as the purchase of the used fixed assets of J&P Overseas Ltd (office space, and limited mechanical equipment employed exclusively by the project in question), according to the assessment of an AVAX appraiser and the liquidator of J&P (Overseas) Ltd). There is a delay in the signing of the contact between Liquidators, Banks and the Concession's financing bank due to the fact that ARAB BANK that has issued the Letters of Credit of the initial project contract (that has been completed and it is in the defect liability period) must agree. This is AVAX responsibility that executes the extention of the contract and there is no anticipation of the Letters of Credit to be called and therefore any loss for the Bank due to the project. The involvement came from the transfer of the share revenue of J&P (Overseas) Ltd to ARAB Bank. Nevertheless, the final agreement for the provision of consent by ARAB Bank has been reached. Then due to the fact that the liquidators asked for the Novation Agreement to be signed by the Developer as well, the Developer announced that he did not receive the approval from the lenders of the concession project. Therefore, the Novation Agreement was not signed but the project is executed regularly and we also receive payments from the client. The bank guarantees of advance payment & of good execution for the project, of current total value of € 12.40 million, have been issued only by our 148 Company.The bank guarantees have been returned and replaced by performance guarantees of € 2.2 million which are valid until July 2023 and € 0.2 million until November 2023 . 38. Fair Value measurement Below is a comparison by category of the accounting and fair values of assets and liabilities of the Group and the Company, which are presented in the statement of financial position as at 31st December 2022 31.12.2022 (amounts in € '000) GROUP COMPANY Fair Value Assets Fair Value Fair Value Hierarchy Tangible Fixed Assets (Land / Buildings) 20,159 15,679 2 Right of use assets 56,399 21,603 2 Investments in Property 11,538 2,246 2 Financial Assets in Fair Value through other Other Comprehensive 132,176 141,045 3 Income Work in Progress 3,440 1,558 2 31.12.2021 (amounts in € '000) GROUP COMPANY Fair Value Στοιχεία Ενεργητικού Fair Value Fair Value Hierarchy Tangible Fixed Assets (Land / Buildings) 19,853 15,508 2 Right of use assets 47,670 18,520 2 Investments in Property 12,855 3,359 2 Financial Assets in Fair Value through other Other Comprehensive 120,064 399,195 3 Income Work in Progress 2,924 411 2 The administration estimated that the cash and short-term deposits, customers, suppliers and other current liabilities approximate their carrying value, primarily because of their short maturities. Fair Value Hierarchy The Group and the Company use the following hierarchy to define and disclose the fair value of receivables and payables per valuation method: Level 1: based on negotiable (non-adjusted) prices in active markets for similar assets or liabilities Level 2: based on valuation techniques for which all data with substantial effect on the fair value are visible, either directly or indirectly, while also including valuation techniques with negotiable prices at less active markets for similar or equivalent assets or liabilities Level 3: based on valuation techniques utilising data with substantial effect on fair value, as opposed to apparent market data The fair value of financial assets and liabilities is the value at which an asset or liability could be traded in a current transaction between consenting parties, differing from the price of a forced liquidation or sale. The following methods and assumptions were used to calculate the fair values: For 2022, the property for investment and for own use (property / buildings) in their majority were valued by independent auditors. The method used for the valuation is market value The financial assets at fair value through other comprehensive income (Long-term and Other Financial Assets - Long-term) of level 3 relate mainly to investments in concession companies. The valuation of the most important concession companies was carried out by independent appraisers. They were based on data from financial models, approved by concession companies and financing banks. The discount rate for 31.12.2022 ranges between 7.4% and 8.9%, in proportion to the stage of completion and the degree of maturity of each concession project, and in proportion to the total risk assessed in Greece and abroad. For financial assets at fair value through other comprehensive income, the estimate is made at current prices because they are listed and traded on regulated stock markets in Greece and abroad. Long-term and short-term borrowing is assessed by the Group and the Company based on parameters such as interest rates, specific country risk factors or current prices at the date of preparation of the financial statements. 149 39. Risk Management The Group is exposed through its operations to the following financial risks: - Credit risk - Market risk - Interest rate risk - Foreign exchange risk - Other market price risk, and - Liquidity risk. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous year unless otherwise stated in this note. (i) Principal financial instruments The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: - Trade receivables - Cash and cash equivalents - Investments in quoted and unquoted equity securities - Trade and other payables - Bank overdrafts - Floating-rate bank loans - Fixed rate bank loans, and - Interest rate swaps. (ii) Financial instruments by category Financial assets and liabilities by category please refer to note 38. (iii) Financial instruments not measured at fair value Financial instruments not measured at fair value include cash and cash equivalents, trade and other receivables, trade and other payables, and loans and borrowings. Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates their fair value. (iv) Financial instruments measured at fair value The fair value hierarchy of financial instruments measured at fair value is provided in note 38. There were no transfers between levels during the period. There were no changes to the valuation techniques during the period. For the reconciliation of the opening and closing fair value balance of level 3 financial assets, and for the sensitivity analysis of a reasonable change of the discount factor (±1%) used for the measurement of the fair value of level 3 financial instruments, please refer to note 15. 150 General objectives, policies and processes The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and the policies to the Risk Management Committee. The Board receives reports through which it reviews and controls the effectiveness of the processes put in place and the appropriateness and the management of the objectives and policies it sets. The Group's internal auditors also review the risk management policies and processes and report their findings to the Audit Committee. The overall objective of the Board through the Risk Management committee is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below: Within 2023, the Management decided to improve the Risk Management system by: a) development of the group's risk management policy b) writing the Group's risk management procedures manual c) risk assessment study and risk register development d) appointment of a Risk Management Officer with his support from an established Risk Management Committee Credit Risk The Strategic Planning & Risk Management Committee has adopted a credit policy according to which each new customer is individually examined for his creditworthiness before officially offering him the standard terms and conditions of payment and delivery. As far as public works are concerned, until there are improvements in the economic environment, the Group's policy is to participate only in tenders where the financing is secured by European Union funds. Cash in bank and short-term deposits The Strategic Planning & Risk Management Committee through the Finance Function monitors the credit ratings of counterparties regularly and at the reporting date does not expect any losses from non-performance by the counterparties. Market risk Market risk arises from the group’s use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange (currency risk) or other market factors (other price risk) . Interest rate risk The Group is exposed to interest rate risk from long-term borrowings at variable rate (Euribor interest rate). For sensitivity analysis in a reasonable change (±1%) in the interest rate on loans, see note 25. Foreign exchange risk Please refer to note 9c. Other market price risk The group holds some strategic investments abroad through branches, or strategic equity investments in other companies abroad for the purpose to expand its operations and diversify the relevant risks. The risk management committee believes that the above exposure is acceptable in the group’s circumstances. Liquidity risk Group policy ensures that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements analytically for a period of a month. The Board receives a cash flow projection on a annual and a monthly basis, prepared by the Finance 151 Division which also prepares summary 5-year budgets and cash flows which are updated on a quarterly basis . 152 40. Important Events during 2022 During 2022 important events took place that affected the companies of the Group Divestment from Activities and Participations In the context of the strategic divestment from certain non-core activities and participations in mature concessions, with the aim of optimal utilization of its assets, the Group during the year proceeded with the following transactions: i. RES project por olio of subsidiary Volterra Given the abnormal and unpredictable conditions in international energy markets and the strong demand for Renewable Energy Sources (RES) projects in late 2021 and early 2022, the Group decided to divest from its 100% subsidiary Volterra, which operates in the wholesale and retail energy market and RES. To this extent, the Company hired a financial consultant to investigate interest from buyers either for the entire Volterra Group, or separately for its RES projects and its activities in the retail & wholesale market of electricity and Natural Gas. In June 2022, Volterra sold to PPC Group its participation in a portfolio of renewable energy sources (RES) with a total capacity of 112MW. Volterra has been categorised as a "Discontinued Activity" in the Consolidated Financial Statements of 31.12.2022 and the comparable date of 31.12.2021, in accordance with International Financial Reporting Standards (IFRS 5). The assets and liabilities of the disposal group are recorded at their book value, since it is the lower between fair and accounting, while the economic result from the discontinued activity is also presented separately. [see the relevant Note to the Financial Statements for further details] ii. Participation in the Rio-Antirio Bridge Concession In November 2022, the Group transferred its entire participation of 20.53% in the concession of GEFYRA SA and 21.55% in GEFYRA Operation SA to the remaining shareholders of those companies (namely Vinci Concessions SAS and Aktor Concessions SA), in proportion of their participation, for a total price of approximately €60 million. It is pointed out that during 2022 the Company had already collected a dividend of €4.2 million in total from the two transferred holdings. New Projects The Group was particularly successful in 2022 regarding the addition of new projects by the Group, having signed initial and supplementary contracts for public & private works, subcontracts and services with a total value of €874 million, on the back of signing contracts totaling €1,090 million in 2021. The new projects further strengthen the Group's work-in-hand in view of a period of accelerating pace of execution of Group projects and set up of construction sites to start new projects. Work-in-Hand The Group's work-in-hand based on signed projects as of 31.12.2022 amounted to €1,861 million, compared to €1,383 million at the end of 2021, with domestic projects accounting for 90% of the total for 2022, compared to 67% in the previous year. It should be noted that the Group's work-in-hand is a strong indicator, yet not an accurate and binding forecast for the evolution of future revenues from the Group's construction activity. Occasionally there are changes and adjustments to the technical scope of the contracts related to various external factors or delays caused by amendments to engineering designs or incomplete designs when contracts are signed. 153 At the same time, bidding and signing of new projects continues, the largest part of which will be executed beyond 2023. Since, the beginning of 2023 and up until the publication of this Financial Report, the Group has signed new contracts with a total value of €274 million. At present, there are also contracts pending to be signed worth €43 million to the Group, while results are awaited from several project tenders for which bids have been submitted, either separately or through consortia. Taking into account the above, the Management's estimate is that the execution of works at the Group level in 2023 will amount to approximately € 416 million in relation to the backlog, in 2024 to € 550 million, and from 2025 to 2028 approximately € 1,213 million, always in relation to the backlog on 31.12.2022. Important Change in Shareholders / Voting Rights A block of 31,800,00 shares (22.0%) of the Company was transferred on 31.08.2022 from J&P Investments Ltd to JCGH Ltd and Honeysuckle Properties Ltd, which are legal entities related to the family of Mr Christos Joannou, Company Chairman. Following those transactions, as per Law 3556/2007, Mr Joannou directly and indirectly controls a total of 48,096,111 shares which correspond to 33,326% of total Company voting rights. Intra-group Transfer of Participation in concessions As part of its strategy for the gradual transfer of Group participations in concession and PPP projects to "AVAX Concessions SA", which is a 100% subsidiary, during 2022 the Group completed the process of transferring the 23.61% stake in “Aegean Motorway”, as well as the 19.1% participations in “Olympia Motorway SA” and “Olympia Motorway Operation SA”. 41. Important Developments & Events past the Balance Sheet Date (31.12.2022) and up to the date of approval of this Report Contract signed for Bralos-Amfissa Roadwork In February 2023, the Company signed a contract for the construction of the Bralos-Amfissa road section in central Greece, worth €207.2 million. That road section is one of the most technically challenging parts of the Lamia-Itea-Antirrio diagonal road axis and marks the start for similar works in the future for other sections requiring upgrading. Important Change in Shareholders / Voting Rights A block of 12,263,889 shares (8.5%) and voting rights of the Company was transferred from MMLN 12 Limited, which is fully-owned by Mr Stelios Christodoulou, to his personal investment account. Following the transaction, the control of the afore-mentioned shares and voting rights by Mr Christodoulou became direct as opposed to indirect. 42. Contingent Receivables and Liabilities (a) There are legal cases against the Group for industrial accidents that occurred during the execution of construction projects by companies or joint ventures in which the Group participates. Due to the fact that the Group is insured against work accidents, it is not expected that a significant burden will arise from a possible negative outcome of court decisions,also taking into consideration the formed provisions. Other disputed or arbitrated disputes, as well as the pending decisions of the judicial or arbitral bodies, are not expected to have a significant impact on the financial situation or operation of the Group or the Company. The Group, in order to cover potential damage from pending court cases or disputes under arbitration, has recognized on 31.12.2022 provisions of a total amount of € 6,215 thousand, of which € 5,438 thousand pertains to previous years and € 777 thousand pertains to current year. (b) For audited and unaudited fiscal years there is a relevant note. (c) The Group has contingent liabilities in relation to banks, other guarantees and other matters arising in the context of its normal activity which are not expected to result in material charges. (See Note 34 ) 154 43. Approval of Financial Statements The above Annual Financial Statements both for the Group and the Parent Company for fiscal year 2022, have been approved by the Board of Directors on April 24th, 2023. Chairman & Deputy Chairman & Managing Director Group CFO Chief Accountant Executive Director Executive Director CHRISTOS JOANNOU KONSTANTINOS KONSTANTINOS ATHENA GEORGE KOUVARAS MITZALIS ELIADES GIANNOPOULOS I.D.No. 0000889746 I.D.No. ΑΙ 597426 I.D.No. ΑΝ 033558 I.D.No. 0000550801 I.D.No. ΑΙ 109515 155