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Flexopack S.A. Report Publication Announcement 2021

Apr 29, 2021

2760_10-k_2021-04-29_b5cdd032-fde2-49db-9d99-0b57e515547f.pdf

Report Publication Announcement

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TZIMA LOCATION – 194 00 KOROPI ATTICA, GREECE General Commercial Registry No. 582101000

Annual Financial Report For financial year 2020 (January 1st 2020 - December 31st 2020)

According to article 4 of L. 3556/2007

And the relevant authorized and executive decisions issued by the Board of Directors of the Hellenic Capital Market Commission

It is confirmed that the present Annual Financial Report that concerns the financial year 2020 (January 1st 2020 – December 31st 2020), has been approved by the Board of Directors of "FLEXOPACK PLASTICS S.A." on the 27th of April 2021 and is posted on the internet on the Company's official website www.flexopack.gr. The Annual Financial Report will remain available to investors on the internet for a period of at least ten (10) years from its preparation date and initial release.

CHAPTER 1 : Statements by Representatives of the Board of Directors 5
CHAPTER 2:
Annual Report by the Board of Directors (including the Corporate Governance
Statement), for financial year 2020. 6
CHAPTER3: Independent Auditor's Report 53
CHAPTER 4:Annual Financial Statements 59
Statement of Financial Position 60
Income Statement 61
Statement of Comprehensive Income 62
Consolidated Statement of Changes in Equity 62
Statement of Changes in Parent Company's Equity 63
Statement of Cash Flows 64
1. General Information on the Company and Group 65
2.Basis for the preparation of the financial statements 65
2.1Adoption of New and Revised International Standards 66
2.2Significant accounting judgments, estimations and assumptions 70
3.Basic accounting principles 71
3.1 Consolidation 71
3.1.1 Group Structure and consolidation method of companies 72
3.2 Operation and presentation currency and foreign currency translation 73
3.3 Tangible fixed assets 74
3.4 Goodwill 74
3.5 Intangible assets 74
3.6 Impairment of Assets 75
3.7 Trade receivables and other receivables 75
3.8 Inventories 76
3.9 Cash & cash equivalents 76
3.10 Suppliers and related liabilities 76
3.11 Financial Assets and Financial Liabilities 76
3.12 Financial Derivatives 78
3.13 Share capital 78
3.14 Loans 79
3.15 Income tax (Current and deferred) 79
3.16 Employee benefits 79
3.17 Government Grants 80
3.18 Provisions for contingent claims-liabilities 80
3.19 Recognition of income 80
3.20 Leases 81
3.21 Dividend distribution 82
3.22 Earnings per Share 82
4. Segment reporting 82
6.Notes on the Financial Statements 89
6.1 Tangible fixed assets 89
6.2 Goodwill 91
6.3 Intangible assets 92
6.4 Participations in Subsidiaries 92
6.5 Participations in associate companies 93
Participations of the Company in associate (related) companies are analyzed as follows. 93
6.6 Other long-term receivables 94
6.7 Inventories 95
6.8 Trade receivables 95
6.9 Other receivables 96
6.10 Cash & cash equivalents 96
6.11 Equity 96
6.11.1 Share Capital and Share Premium 96
6.11.2 Reserves 97
6.11.3 Retained earnings 99
6.12 Deferred tax assets and liabilities 100
6.13 Provision for staff indemnities due to retirement 102
Sensitivity Analysis 104
6.14 Government grants 104
6.15 Long-term and short-term loans 104
6.15.1 Other long-term liabilities 107
6.16 Other Provisions 108
6.17 Suppliers and other liabilities 108
6.18 Liabilities from income tax 109
6.19 Turnover 109
6.20 Analysis of Expenses per category 109
6.21 Employee Benefits 111
6.22 Other Operating Income and Expenses 111
6.23 Financial Income and Expenses 112
6.24 Other Financial Results 113
6.25 Income Tax 113
6.26 Contingent Receivables - Liabilities 115
6.26.1 Information regarding assumed liabilities 115
6.26.2 Tax un-audited financial years 115
6.26.3 Information regarding contingent receivables 116
6.27 Current liens 116
6.28 Auditors' fees 116
6.29 Leases 117
6.30 Transactions with related parties 117
6.31 Earnings per share 120
6.32 Dividends 121 5. Risk management 83

6.33 Fair value measurement 122
6.34 Reconciliation of cash flows from financing activities 122
6.35 Stock Option Plan to the members of the Board of Directors of the Company, senior and
other executives. 123
6.36 Events after the reporting date of the financial statements 124

CHAPTER 1 : Statements by Representatives of the Board of Directors

(According to article 4 par. 2 of L. 3556/2007, as is in effect)

  1. Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Str., Chairman of the Board of Directors and Chief Executive Officer

  2. Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Str., Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer.

  3. Asimina Ginosati of Dimitrios, resident of Koropi Attica, 204 Vas. Konstantinou Str., Executive Member of the Board of Directors.

**************************

We, the following signatories, under our capacity as mentioned above, according to the stipulations by law (article 4 par. 2, case c, of Law 3556/2007) and specifically pursuant to the relevant special decision by the Board of Directors of the Société Anonyme Company with the name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY", (hereinafter the "Company" or "FLEXOPACK"), hereby state and confirm that to our knowledge:

(a) The annual Financial statements of the Company for financial year 2020 (1.1.2020 - 31.12.2020), individual and consolidated, which were prepared in accordance with the current accounting standards in effect, accurately present the assets and liabilities, the equity and results for the period of the Company, as well as of the companies included in the consolidation and considered aggregately as a whole, and

(b) the annual Report of the Board of Directors of the Company depicts in true manner the most significant events occurring during the financial year 2020, their effect on the annual Financial Statements, including the description of the major risks and uncertainties which the Company faces, the important changes taking place between the Company and its related parties (as they are defined by IAS 24), as well as the development of the activities, the performance and position of the Company and the companies included in the consolidation regarded as a whole.

Koropi, 27 April 2021

The parties of the statement

Georgios Ginosatis ID NO. ΑΕ 153990 Stamatios Ginosatis ID NO. S 500301

Asimina Ginosati ID NO. ΑΒ 243605

CHAPTER 2: Annual Report by the Board of Directors (including the Corporate Governance Statement), for financial year 2020.

The current Annual Management Report by the Board of Directors (hereinafter for the sake of brevity the "Report" or "Annual Report"), refers to the financial year 2020 (01.01.2020 – 31.12.2020) was prepared and is in line with the relevant provisions of 4548/2018 "Reform of the Law of Societe Anonymes" (Government Gazette Α΄ 104 / 13.06.2018) as it is in force today, and also with the provisions of Law 3556/2007 (Government Gazette 91Α/30.04.2007) and especially the article 4, and with the relevant, as stated by law, executive decisions issued by the Hellenic Capital Market Commission and specifically Decisions No. 1/434/2007 and 8/754/14.04.2016,as the latter is in force after its amendment by the decision with number 12A / 889 / 31.08.2020 of the Board of Directors of the Hellenic Capital Market Commission.

The present Report includes in synopsis and in understandable, essential and comprehensive manner all sub-sections required, according to the above regulatory framework, and depicts in clear and true manner all the relevant by law information, so as to create an essential and in depth sum of information for the activities during the period under consideration of the Societe Anonyme under the name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" (which in the current Report will be called for the sake of brevity as "Company" or "FLEXOPACK") as well as of FLEXOPACK Group.

Given the fact that the Company prepares consolidated and non-consolidated (separate) Financial Statements, the present Report is exclusive, with however as its basic and primary reference the Company's consolidated financial data and those of its related companies. References to non-consolidated financial data in the following analysis, are made in specific points deemed reasonable or necessary by the Company's Board of Directors, for the better understanding of the Report's contents and also for the more effective provision of information towards the investment community.

The subsidiaries and related companies, which are included in the consolidated Financial Statements and the percentages of the Company's direct and indirect participation in these entities, are mentioned in note 3.1.1 of the annual financial statements.

The present Report is included in total with the annual Financial Statements (separate and consolidated) of the year 2020 and the other required by law information and statements in the Annual Financial Report which concerns the financial year 2020.

The sub-sections of the Report and the content of such are as follows:

SECTION A' Significant events of financial year 2020

The significant events that occurred during the closing financial year 2020 as well as their impact on the annual financial statements have as follows:

1. Annual Ordinary General Shareholders' Meeting of the Company

On Friday, 26th June 2020, at 15:00, the Annual General Meeting of Shareholders of the Company was held at the offices of the Company (Tzima, Koropi, Hephaestus rural street), which was attended in person or by proxy, by shareholders representing 9.693.897 ordinary, registered shares and equal voting rights, i.e. 82,71% of total 11.720.024 shares and equal voting rights of the Company.

The annual General Meeting of the Company's shareholders proceeded with the following decisions on the subjects of the daily agenda:

With regard to the 1st issue, it unanimously approved the Annual Financial Statements (Company and consolidated) relating to the financial year 2019 (01.01.2019 - 31.12.2019) and, in overall, the annual Financial Report for that year, which was prepared according to the law and published by the Company on the latter's legally registered webpage in GEMI (General Electronic Commercial Registry) and via dispatch to the website of the Organized Market where the Company's shares are traded, as well as to the Hellenic Capital Market Commission.

With regard to the 2nd issue, it unanimously approved the annual Management Report of the Board of Directors, which is entirely included in the Minutes of the Board of Directors of 22nd April 2020, as well as the Audit Report of 23rd April 2020, of the Chartered Auditor-Accountant of the Company, Serafeim D. Makris, regarding the annual financial statements relating to the financial year 2019.

With regard to the 3rd issue, the Meeting unanimously approved the allocation and distribution of the results of the financial year 2019 (01.01.2019-31.12.2019) and in particular approved the distribution (payment) to the shareholders of the Company of a total amount of 740.706.00 Euros (gross amount), i.e. of the amount of 0,0632 Euros per share (gross amount) from the profits of the closing year, from which the corresponding tax of 5% is withheld.

Beneficiaries of the above dividend were appointed the shareholders of the Company registered in the files of the Dematerialized Securities System (DSS) on Tuesday, July 14, 2020 (record date). Dividend cut-off date was set for Monday, July 13, 2020, in accordance with article 5.2 of the Athens Stock Exchange Regulations. The payment of the dividend started on Monday, July 20, 2020 and was carried out based on the procedure provided by the Regulation of the Athens Stock Exchange by the paying Bank "NATIONAL BANK OF GREECE SA".

Simultaneously with the same unanimous decision, the General Meeting of Shareholders authorized the Board of Directors of the Company to handle any relevant issue for the proper and timely implementation of the above-mentioned decision on the distribution (payment) of dividend.

With regard to the 4th issue, the Meeting unanimously approved, following a voting from the shareholders based on name, the general management performed by the members of the Board of Directors during the year ended on 31.12.2019 and the discharge of the Auditors of the Company from any liability stemming from their actions and the overall management of the closing financial year of 2019 (01.01.2019 - 31.12.2019) and the annual financial statements of that year.

With regard to the 5th issue, it approved unanimously and following the relevant proposal of the Audit Committee, the election of the Auditing Firm Grant Thornton Certified Auditors and Consultants Societe Anonyme" (registered in the Public Registry of article 14, Law 4449/2017) for the ordinary audit of the annual and semi-annual financial statements of the Company for the current financial year 2020 (01.01.2020 - 31.12.2020).

It is noted that the above Auditing Firm will undertake at the same time the procedure for issuing the annual tax certificate and the Company's tax compliance report for the year 2020 according to the provisions of article 65A of Law 4174/2013.

Finally, by the same unanimous decision, the Meeting authorized the Board of Directors to make a final agreement with the above Audit Company regarding the amount of its remuneration, as well as to send the written notice-mandate to the elected Audit Company within five (5) days from the date of its election.

With regard to the 6th issue, it unanimously approved the remuneration, compensation and overall benefits paid and / or granted to the members of the Board of Directors for services provided to the Company during the closing financial year 2019 (01.01.2019 - 31.12.2019).

With regard to the 7th issue, the Meeting unanimously approved the fees, benefits and the remuneration in general, which are to be paid to the members of the Board of Directors during the current financial year 2020 (01.01.2020-31.12.2020) and which are in line with the existing Remuneration Policy of the Company. The Meeting also provided with the same unanimous decision the relevant permission for advance payment of the said fees to the above persons for the period until the next Ordinary General Meeting, in accordance with the provisions of article 109 of Law 4548/2018, as in force.

With regard to the 8th issue, the Meeting unanimously approved the Remuneration Policy Report of the financial year 2019 which was prepared in accordance with the provisions of article 112 of Law 4548/2018 and contains a comprehensive overview of the total remuneration of the members of the Board of Directors (executive and non-executive), including the Chief Executive Officer (one and / or more), the Executive Directors and any of their Deputies for the immediately preceding financial year.

With regard to the 9th issue, it unanimously approved the provision of authorization, in accordance with article 98 paragraph 1 of L. 4548/2018, to members of the Board of Directors and the Managers of the Company to participate in the Board of Directors or the Management of Group Companies (existing and / or future), which pursue the same, related or similar purposes and to perform actions related to the business objectives of the Company.

With regard to the 10th issue, the Meeting after taking into consideration the Report on the Market Rental Value as of 18/11/2019, which was prepared by the registered in the Registry of Certified Valuators of the Ministry of Finance, Limited Liability Company under the name «REDVIS URBAN PROPERTY ASSESSMENT STUDIES LIMITED LIABILITY COMPANY" (AMM 17), unanimously approved the authorization for the drafting of a private contractual agreement between on the one hand: 1) of the Societe Anonyme under the name "TECHNOPLASTIKI SOCIETE ANONYME PROPERTY AND TECHNICAL COMPANY" and the distinctive title "TECHNOPLASTIKI SA", which is based in Koropi, Attica, at Kyprou Street no. 74A, with G.E.M.I. number 002861301000, VAT No. 094420528, Tax Authority FAE Athens and 2) of Mr. Nikolaos Ginosatis of Spyridon, both acting as Lessors, and on the other hand: of the Company, acting as Lessee. The private contract agreement concerned the amendment of the existing lease agreement as of 13.02.2014, the conclusion of which was approved by the annual Ordinary General Meeting of shareholders as of 27 June 2014.

The objective of the private contractual agreement concerning the amendment of the existing lease agreement as of 13.02.2014 is the following: (a) the extension of the concept of the leased property, which is located in the Municipality of Kropia, Attica and on Vassileos Konstantinou Avenue no. 299, in a way that henceforth includes the spaces of the first and second basement of the building, as a result of which the Company now leases the entire building (first and second basement, ground floor, first floor and roof) with a total area of 3.099,56 sq.m. and (b) the increase, as a consequence of the extension and enlargement of the concept of leased property, of the monthly payable rent from the amount of € 7.000,00 (relating to a leased area of 1.321,46 sq.m.), in addition to the corresponding stamp duties, to the amount of € 9.100,00 (which now concerns a leased area of 3.099,56 sq.m.), in addition to the corresponding stamp duties.

With regard to the 11th issue, the Meeting unanimously approved the Stock Repurchase Plan of the Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, and in particular approved the purchase within a period of twenty-four (24) months from the date of the relevant decision, i.e. no later than 26.06.2022, of a maximum number of 586.001 common registered shares, which correspond to 5% of the total existing shares of the Company, with a range of purchase prices between three Euros (€ 3,00) per share (minimum) and eight Euros (€ 8,00) per share (maximum). Simultaneously with its unanimous decision, the General Meeting of Shareholders

provided to the Board of Directors of the Company the authorization for the proper implementation and application of the said plan within the framework defined above.

2. Issuance of Common Bond Loan of total nominal value 4.500.000 Euros

Following the decision of its Board of Directors from March 3, 2020, the Company signed on March 9, 2020 an Agreement for the Coverage of a Common Bond Loan through a private placement in accordance with the provisions of Law 4548/2018 and Law 3156/2003, as in force, for a total nominal value of 4.500.000 Euros and a duration of seven (7) years with coverage by the Societe Anonyme under the name "ALPHA BANK SA". "ALPHA BANK SOCIETE ANONYME" was appointed Payment Manager and Representative of the Bondholders.

The product of the above Common Bond Loan will be used by the Company as follows: (a) an amount equal to 3.928.560 Euros, for the refinancing of the existing debt and (b) an amount equal to 571.440 Euros for the financing of the Company's business activities.

3. Establishment of a subsidiary in the USA

The Management of the Company proceeded within April 2020 with the establishment of a new commercial company under the name "FLEXOPACK USA INC." in the US state of Delaware.

The new trading company is wholly controlled by the Cypriot subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (100% controlled by the Company) and its initial share capital is US \$ 180.000 (USD).

The establishment of this new company in the USA is part of the broader strategic planning of the Group for the targeted expansion, upgrade and modernization of the global distribution network of its products and aims to further strengthen and substantially expand its presence in the North American market. It also aims to serve the specific geographic market in the most complete and effective manner through the experience and know-how of the Group.

4. Share capital increase of the subsidiary "FLEXOPACK INTERNATIONAL LIMITED"

The Management of the Company proceeded to the capital increase by an amount of 2,3 million Euros, of its 100% subsidiary "FLEXOPACK INTERNATIONAL LIMITED" based in Larnaca, Cyprus.

This capital increase was carried out with the aim of:

(a) the financing and further capital increase of € 1,826 million of the Brisbane-based Australian subsidiary of the Group under the name "FLEXOPACK PTY LTD", which is in the phase of significant growth in terms of turnover; and therefore needs financial support for its development, both through new investments and through the reformation of its organizational structure,

(b) the increase of the share capital of subsidiary "FLEXOPACK FRANCE" by an amount of 200 thousand Euros and finally

(c) covering the initial share capital of the subsidiary "FLEXOPACK USA INC." with an amount of 153 thousand Euros.

5. Purchase of new plots of land in Koropi, Attica

During the year 2020, the Company proceeded with the purchase of three adjacent plots with a total area of 14.160 sq.m., for a price of 2,615 million Euros, which are also adjacent to its existing facilities in location of Tzima, Municipality of Kropia, Attiki, in order to proceed in the future construction of a new industrial building and thus expand its production facilities. After the above purchases, the total area of the plots that belong to full and exclusive ownership in the Company settles at 43.592 sq.m.

6. Issuance of tax certificate for the year 2019

The Company on November 4, 2020 pursuant to the provisions of paragraph 4.1.3.1 sect. 12 of the Athens Exchange Regulation and article 17 of Regulation No. 596/2014 of the European Parliament and of the Council, notified the investors' community that, after completion of the special tax audit for the fiscal year 2019 (tax year 2019) carried out by the statutory auditors of the Company, in

accordance with the provisions of article 65A of law 4174/2013 as in force today, a tax certificate was issued for the Company with a conclusion "without reservation".

Corresponding tax certificates with a conclusion "without reservation" for the fiscal year 2019 (tax year 2019) were also issued for the related companies "INOVA SA" and "VLACHOU BROS SA".

7. Stock Option Plan to the members of the Board of Directors of the Company, senior and other executives, according to the provisions of article 113 of Law 4548/2018.

The Board of Directors of the Company, during its meeting of 19 December 2019 and following authorization granted from the Annual General Meeting of shareholders of June 29, 2018, established a program for the distribution of shares to the members of Board of Directors, the management members and the Company's executives, in the form of the stock options, in accordance with the applicable regulatory framework and specifically in accordance with Article 113 of Law 4548/2018.

Pursuant to the decision of the Board of Directors of the Company dated 09.01.2020, the beneficiaries were determined, in accordance with the more specific provisions of the Program, and options were granted for 75.000 shares of the Company.

The plan consists of granting options to the participants, so that the latter can acquire shares of the Company through their participation in the increase of its share capital at a fixed price, amounting to three (3,00) Euros per right.

The date of maturity of the rights is set at 29 March 2022. The exercise of the right and the deposit by the beneficiary of the value of the rights will take place from 29.03.2022 to 20.04.2022 at the bank account of the Company which will be announced to the beneficiaries.

The exercise of the rights requires prior written notice from the beneficiary of his/her intention to exercise the relevant right by 28 December 2021, i.e. three (3) months before the above maturity date.

According to article 113, par. 3 of Law 4548/2018, after the exercise of the rights by the participants, the Board of Directors will issue and deliver (by deposit to the shares and security accounts held in the Dematerialized Securities System) the shares to the beneficiaries and will take a decision to increase the share capital of the Company based on the amount corresponding to the rights exercised. Subsequently, the Board of Directors will take a decision to certify the payment of the share capital increase amount.

8. Stock Repurchase Plan

The Management of the Company pursuant to the decisions of the Annual Ordinary General Meeting of Shareholders of June 26, 2020 and the Board of Directors of July 13, 2020, announced on July 14, 2020, the start of implementation of the Stock Repurchase Plan, which provides for the acquisition by the Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, of a maximum of 586.001 own (treasury) shares, which correspond to 5% of the total existing shares of the Company, with a purchase price range between three Euros (3,00 €) per share (minimum) and eight Euros (8,00 €) per share (maximum) and with the expiration date of the above Plan set on June 26, 2022.

The Company in the framework of the above Stock Repurchase Plan, proceeded on 22.07.2020, via an over-the-counter (OTC) transaction, with the purchase of 96.450 treasury shares with an average purchase price of 4,00 Euros per share, and a total transaction value of 385.800 Euros.

After the aforementioned purchase, the Company on 31.12.2020 holds 96.450 treasury shares, which correspond to a percentage of 0,82% of the total shares of the Company.

SECTION Β΄

Major risks and uncertainties

Given its exporting activities and particularly its high extrovert strategy, the Group operates within an intense competitive global environment. The Group's general activities create several financial and other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The Group's overall risk management program focuses on the volatility of financial markets and aims at minimizing the potential adverse effects of such volatility on the financial performance of the Group.

The Group's financial assets and financial liabilities mainly consist of cash & cash equivalents, trade receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards suppliers and related liabilities.

I. Financial risks

The most common financial risks which the Group is exposed to are the following:

Α. Exchange Rate Risk

The Group operates on a global level and realizes transactions in foreign currency, mainly: a) in U.S. dollar (U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound (GBP). The Group's exposure to foreign exchange risk mainly emerges from existing or expected cash flows in foreign currency (exports-imports), as well as from investments in foreign countries under a different currency (other than Euro) whose equity is exposed to exchange rate risk during the translation of their financial statements for consolidation purposes.

The foreign exchange risk that emanates from transactions in foreign currency according to the above is hedged with foreign exchange futures, depending on the needs each time.

The Group monitors on constant basis the movements of the above exchange rates. Despite the fact that the largest part of the carried out transactions are expressed in Euros, the particular risk, as consequence of the broader uncertainty that exists in the global environment due to the pandemic, exists and may significantly affect the results of the Group during the year 2021.

A relevant analysis is presented in the note 5A of the annual Financial Statements, with regard to the above effect.

Β. Credit risk

The Group does not face significant credit risk until today. Trade receivables stem from a wide client base, both from Greece and mainly from abroad. The Group's turnover mainly consists of transactions with reliable and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration and relation of mutual trust in the majority of cases.

It should be noted that the Group has established and systematically applies credit control procedures that aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific sales and cash collection terms are applied, while possible security is requested when deemed necessary. To the greatest possible extent, the Group continuously and systematically monitors the performance and financial position of its customers, in order to be pro-active and to evaluate the need to take specific measures per customer, also according to the market characteristics and difficulties where each customer operates in.

No doubtful debtors exist that have not been covered by provisions for doubtful receivables.

It is also noted that the particular risk, although existent mainly due to the impact of the Covid 19 pandemic on the global business environment, is considered for the time being as relatively limited and controllable according to the historic data possessed by the Group and in the context of the precautionary measures that have been taken and as well as the procedures that have been established.

Potential credit risk exists in cash and cash equivalents as well. The risk may arise from a possible inability of the financial institution to meet its obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in relation to each financial institution.

A relevant analysis is presented in the note 5C of the annual Financial Statements.

C. Liquidity risk

In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet its cash liabilities.

Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also be noted that there are adequate unused credit lines with financial institutions in order to face any possible shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly seen in the domestic economy over the past years, has not yet appeared.

However, in view of the concerns regarding the course of the global economy (e.g. effects of the Covid 19 pandemic, UK exit from the European Union, deterioration of international relations), the probability cannot be excluded that the aforementioned risk affects the Group's liquidity to a controlled degree though.

A relevant analysis is presented in the note 5D of the annual Financial Statements.

D. Cash flow risk due to changes in interest rates

The Group's operating revenues and cash flows are affected by changes in interest rates, however the Group's relatively low level of bank debt as well as the fact that the long-term bank debt is based on fixed interest rates, render the above risk as controlled and not capable to materially affect the Group's activity and growth.

A relevant analysis is presented in the note 5B of the annual Financial Statements.

ΙΙ. Other risks to which the Group is exposed

Α. Risk arising from competition of foreign and domestic firms

The competition in the international market where the Group and the Company activate is becoming constantly stronger.

The Group based on the fully staffed and equipped Research and Development Department it owns, and on the long-term presence in the sector it possesses, manages to differentiate its products from the current competition and to present innovative diversified solutions. The quality of the Group's produced products, the strong recognition, and especially the brand name of the Group and the Company further contribute towards this direction.

Despite the above, the particular risk due to the stronger competition seen on international level is real and exists, and therefore it may affect the performance and results of the Group during the fiscal year 2021.

Β. Risk of reduced demand due to consumption slowdown

The Group is active in an intensive and competitive global environment. Its specialized know-how in conjunction with the research, development and creation of new products and strong infrastructure in production equipment, assist the Group to remain competitive as well as expand or achieve its penetration in new markets.

The products of the Group are used mainly in food packaging which, since food is of first need, are usually affected the least from consumption slowdown, however they may be affected subsequently by

external factors that may prevail in the markets in which the Group is active. External factors that may harm demand for the Group's products include the probability of illnesses in meat, the change in food and nutrition patterns, climate changes, a slowdown of the global economy etc.

As there is currently evidence of a slowdown in economic activity both in the Eurozone and globally due to the restrictive measures taken to curb the Covid-19 pandemic, this risk is considered to be quite significant and could materially affect the performance as well as the results of the Group during the year 2021, to the extent, however, that at the present time it is not possible to evaluate with certainty and accuracy.

C. Risk related to the cost of production

a) risk from raw materials price increase

The Group is exposed to price volatility of raw materials that it acquires internationally. This volatility may result from abrupt changes in oil production prices, other chemical products or other reasons.

It should be noted that based on the data available at the time of preparation of this Report, there is a significant increase in the price of raw materials sold in global market.

In order to reduce this risk, the Group's inventory and commercial policy is adjusted accordingly in order to diversify and roll over part of this risk, to the extent that this is possible and according to the current conditions present each time as regards to competition. This risk, in the event of a failure to substantially pass on the increase in raw material costs to the price of the final product, is considered to be particularly significant at this stage and it may adversely affect the results of the Group.

b) risk from electric energy price increase

Consumption of electric energy is also a significant cost factor as regards to the Group's production activity. In tackling this risk the Group invests in low energy consumption equipment. In any case, the particular risk is viewed by the Company's Management as potential and therefore it may affect the results of the Group, especially if in the context of the electricity sector's restructuring the pertinent authorities proceed with new increases in the supply cost of the Company.

D. Risks related to work safety

Work safety for the Group's employees is a top priority and necessary condition when operating its production facilities. A plan that focuses on establishing a safety culture throughout all the Group's activities and operations, as well as on targeting the constant training and education of the Company's personnel is applied on a continuous and constant basis. Moreover, broad educational programs are applied to systematically and fully train and educate employees on workplace safety and hygiene issues. The application of such programs is continuously reviewed by the Company's relevant Department.

E. Environmental risks

Protection of the environment and sustainable development are fundamental principles for the Group. For this reason, the Group takes strict measures in the areas where it operates, which in several cases extend further than those imposed by law. The Group invests in best available techniques for protecting the environment, it closely monitors planned changes in environmental law and it ensures to take the necessary measures in advance so as to avoid any risk of not complying with the current legislative and regulatory framework.

F. Risks related to climate change

Climate change is a global environmental issue with implications that significantly affect human health, working conditions and safety at work.

The optimal response to the risk of climate change comprises a fundamental commitment of the Group, which in addition to its legal obligation also considers this issue as a moral obligation to contribute actively and substantially to the efforts of both the international community and our country to combat climate change-related risks.

The Group recognizes both the risks associated with the phenomenon of climate change, and its obligations in relation to the need for continuous improvement of its environmental performance.

The mitigation of the effects of climate change affects inevitably and determines significantly the business strategy of the Group through the adoption and implementation of measures to reduce its environmental footprint and the systematic effort to use environmentally friendly sources of energy. The Group monitors and records on a systematic basis the environmental impact of its business activities and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction of carbon emissions which are mainly due to the consumption of electricity which is the main source of energy of the Company. Through a series of actions and measures of energy efficiency and energy saving, FLEXOPACK has set a goal by 2025 according to which at least 50% of the energy consumed in the Company will be generated from renewable energy sources.

The Group's vision is to continue to be one of the most important Greek companies with a strong international presence and with a parallel contribution to sustainable development. The desire of the Group is to enhance its long-term value through the production of technologically advanced products that meet the most demanding international standards along with quality, safety and sustainable development standards.

In this context, the Group promotes and implements a policy, which focuses on the following areas:

  • Demonstration of preparedness for emergencies,

-application of emergency prevention, detection and management procedures,

-design and construction of facilities aiming at the greatest possible energy savings,

-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order to leave a low energy footprint,

-continuous information, training and awareness raising of personnel on climate change issues,

-integration into the system of recycling and alternative packaging management, in order to prevent the generation of packaging waste and the reuse, recycling and effective utilization of all materials,

-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,

-application of technologies for reduction of direct and indirect emissions of greenhouse gases from energy consumption,

-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures for dealing with climate change and the use of renewable energy sources along with the provision of relevant recommendations and suggestions, where necessary,

-building relationships of trust with the local communities in which the Group develops its business activities; continuous care to minimize the inconveniences caused.

G.Risk related to the exit of the United Kingdom from the European Union (Brexit)

The Group operates in the United Kingdom (U.K.) both through its parent company and through its subsidiary "FLEXOPACK TRADE AND SERVICES UK LIMITED".

After the exit of the UK from the European Union (EU) on 31/1/2020 and a few days before the end of the transitional period of 11 months meaning up until 31/12/2020, the EU and the UK entered into a trade agreement which prevented an erratic exit of UK from the EU and contributed to the nonimposition of duties on shipments of goods between the European Union and the United Kingdom from 1/1/2021, when the UK withdrew from the single market and the customs union.

Following this development, the movement of goods from our country to the UK is subject to customs control and formalities from 1/1/2021 and vice versa as the UK is now considered a "Third country" and as a result is treated in the same way as the movement of goods to and from third countries.

The Group's total sales during the year 2020 in the United Kingdom amounted to 9,605 million Euros and represent a percentage of 9,91% on the consolidated turnover.

The group's sales priced in pounds (GBP) stood at 4,89% of 2020 consolidated turnover.

Currency risk sensitivity analysis resulting from transactions in British pounds (GBP) exists in note 5A of the annual Financial Statements.

Η. Risks due to the spread of COVID-19 pandemic

The new coronavirus SARS-CoV-2, which causes the COVID-19 pandemic and was first detected in December 2019 in a region of China and has since spread around the world, has had extremely adverse effects on both global and domestic economic growth.

Despite the extraordinary and courageous measures to support and channel liquidity from national governments and central banks around the world, the blow suffered by entire sectors from the restrictive measures of governments was severe, production was negatively affected and overall demand in the economy declined.

The Management of the Group, prioritizing the protection and safety of its employees, closely monitors the developments related to the COVID-19 pandemic and takes timely and effective measures to manage the effects of the pandemic, to ensure its business continuity and smooth operation as well as to reduce the negative consequences to the least extent possible.

To ensure the health of the Company's employees and associates, the following measures have been implemented:

  • setting up an action coordination team, with the participation of the Factory Manager, production department managers and personnel management,

  • constant communication and coordination with the Occupational Physician, for the appropriate and valid briefing of all employees regarding the meticulous observance of the rules of personal hygiene and the other recommendations and instructions of EODY (National Public Health Organization),

  • personal protective equipment such as masks, gloves and antiseptics,

  • carrying out regular disinfections at the Company's premises,

  • conducting Covid tests on the personnel in collaboration with diagnostic centers,

  • installation of special thermal camera for the daily thermometry of the staff and associates and anyone entering the Company's premises,

  • placement of special separation areas and implementation of telework for a large part of the administrative personnel, as well as preventive removal of persons belonging to vulnerable groups,

  • tightening of the rules regarding the movements as well as the entry and exit of both the personnel and the associates of the Company and third parties in its facilities,

  • Prohibition of business trips unless there is a special exceptional approval of the Management.

The degree of uncertainty regarding the course and further spread of the Covid-19 pandemic remains particularly significant, and its economic impact on both the global and individual countries will depend on will depend on the duration and severity of the health crisis, the effectiveness of the vaccines, the observance of vaccination schedules and the achievement of immunity in the largest possible percentage of the population. Therefore, drawing safe quantified conclusions regarding the risks, the impact and the possible effects of this event on the commercial activity and the financial results of the Company and the Group is difficult and uncertain, while an aggravation of the above financial performance cannot be ruled out if unforeseen circumstances occur and it becomes necessary to re-

impose severe restrictive measures (e.g. travel ban, suspension of business, etc.) in order to deal with the spread of the pandemic.

However, based on the data available at the time of preparation of this Report, no substantially negative impact exists on the Group's activities.

SECTION C

Significant transactions with related parties

The present section includes the most important transactions made during the financial year 2020 between the Company and its related parties as defined by IAS 24 and in particular:

a) Transactions between the Company and each related party that have materially affected the financial position or performance of the Company during the specific fiscal year.

b) Any changes in the transactions between the Company and each related party described in the last Annual Report, which could have a material effect on the financial position or performance of the Company during financial year 2020.

It is noted that the following reference to those transactions, includes the following elements:

(a) The amount of such transactions for the year 2020

(b) The outstanding balance of these transaction at the yearend (31/12/2020)

(c) The nature of the related party relationship with the Company and

(d) Any information on transactions, which is necessary for the understanding of the Financial Position of the Company, but only if such transactions are material and have not been concluded under normal market conditions.

The most significant transactions carried out during the year 2020 between the Company and its associates (as defined by IAS 24) are presented in the following table.

Purchases of
Sales of goods goods and
COMPANY and services services Receivables Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o 4.436 8.178 3.004 1.168
FLEXOSYSTEMS Ltd -Belgrade 580 0 145 0
FLEXOPACK PTY LTD- AUSTRALIA 14.671 5 10.809 0
FLEXOPACK TRADE AND SERVICES UK LIMITED 4.094 0 1.780 0
FLEXOPACK FRANCE 407 0 241 0
FLEXOPACK USA 579 0 579 0
FLEXOPACK ΝΖ LIMITED 6 0 6 0
24.772 8.184 16.563 1.168
Related/Associate Companies
ΙΝΟVA SA 297 1 99 0
VLAHOU BROS SA 2.259 109 846 37
OTHER RELATED PARTIES 0 132 0 0
2.556 241 945 37
Grand Total 27.328 8.425 17.507 1.204

1/1/-31/12/2020

Benefits towards management and executives

1/1/- 1/1/-
31/12/2020 31/12/2019
Transactions and fees of senior executives and members of the management 2.195 2.149
Receivables from senior executives and management 0 0
Liabilities towards senior executives and management 62 65

Pursuant to the decision of the Board of Directors of the Company dated 09.01.2020, in accordance with the more specific terms and conditions of the stock option plan established under article 113 of Law 4548/2018, options for the acquisition of 75.000 shares of the Company were granted and in particular 49.800 stock options to the members of the Board of Directors of the Company and 25.200 stock options to its managers and senior executives. (Note 6.35)

Notes:

It is also noted:

  1. No other transactions related to the Company parties exist according to the provisions of the International Accounting Standard 24 apart from the above mentioned.

  2. No loans or any other credit facilitations have been granted to the Board members or other senior executives of the Company and their families.

  3. With regard to the Company's natural persons or executives, apart from the above fees, no other transactions exist between the Company and the particular directors or the members of the Board.

  4. There were no changes in the transactions between the Company and its related parties that could have a material impact on the Company's financial position and performance for the period 1/1/2020- 31/12/2020.

  5. There is no individual transaction, the value of which exceeds 10% of the value of the Company's assets, as reflected in its latest published financial statements.

  6. The Company has granted the following guarantees and loans in favor of its subsidiary "FLEXOPACK POLSKA Sp. Zo.o".

(a) A guarantee towards a banking institution based in Poland for a maximum amount of 2,682 million Euros, as insurance against the repayment of a long-term bank loan, of 2,682 million Euros. The balance of the above loan as of 31.12.2020 had settled at 2,404 million Euros.

(b) A guarantee for a maximum amount of 2,800 million PLN (614.000 Euros approximately) as insurance against the repayment of a short-term credit line towards the above subsidiary.

  1. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary "FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 74.000 Euros.

  2. The transactions described above have been carried out under normal market conditions and do not contain any exceptional, favorable or special features, which would make necessary additional analysis per related party.

  3. There is no separate transaction that is assessed as significant, within the meaning of Circular number 45/2011 of the Hellenic Capital Market Commission.

  4. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the consolidated financial statements.

The most significant transactions that took place during the previous fiscal year 2019 are shown in note 6.30 of the annual Financial Statements.

SECTION D Development, performance and financial position

This section includes a brief review of the development, performance, activity and position of the Group and the Company.

Α.Statement of Financial Position

Items (in thousand Euro) of the Statement of Financial Position for the year 2020 are presented below along with the most important changes that occurred versus the corresponding year of 2019.

EUR THOUS. GROUP COMPANY
ASSETS 31/12/2020 31/12/2019 Change % Ch. 31/12/2020 31/12/2019 Change % Ch.
Non-current assets 62.509 61.463 1.046 1,7% 60.361 56.338 4.022 7,1%
Cash and cash equivalents 18.021 15.470 2.551 16,5% 14.673 13.285 1.389 10,5%
Other current assets 42.296 36.369 5.928 16,3% 42.437 41.204 1.232 3,0%
Total Assets 122.826 113.302 9.524 8,4% 117.470 110.827 6.643 6,0%
Total Equity 83.448 74.280 9.168 12,3% 85.570 77.187 8.383 10,9%
LIABILITIES
Total bank debt 14.999 15.614 -615 -3,9% 12.077 14.273 -2.195 -15,4%
Other long-term liabilities 4.082 5.720 -1.638 -28,6% 3.423 4.497 -1.074 -23,9%
Suppliers and other short-term
liabilities
15.643 15.738 -95 -0,6% 12.017 12.940 -923 -7,1%
Liabilities due to income tax 4.653 1.950 2.703 138,6% 4.384 1.931 2.453 127,1%
Total Liabilities 39.378 39.022 356 0,9% 31.901 33.640 -1.740 -5,2%
Total Equity & Liabilities 122.826 113.302 9.524 8,4% 117.470 110.827 6.643 6,0%

STATEMENT OF FINANCIAL POSITION

There are no significant changes in the consolidated statement of financial position of 31/12/2020 compared to the corresponding one of 31/12/2019, except for the account "Liabilities from income tax", the increase of which is due to the fact, except for the increase of net profits, that two installments of income tax for the year 2019, totaling 514 thousand Euros are payable within 2021.

The total liabilities of the Group on 31/12/2020 amounted to 39,378 million Euros, equity settled at 83,448 million Euros and cash and cash equivalents to 18,021 million Euros.

Β. Statement of Income

Items of the statement of income for the year 2020 are presented below, along with the most significant changes from the items of the statement of income for the year 2019.

STATEMENT OF INCOME

EUR THOUS. GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
Change % Ch. 1/1-
31/12/2020
1/1-
31/12/2019
Change % Ch.
Turnover 96.953 89.277 7.676 8,6% 82.317 77.260 5.057 6,5%
Gross Profit 26.888 21.523 5.365 24,9% 20.946 18.545 2.401 12,9%
Administrative Expenses (4.434) (4.405) (28) 0,6% (3.344) (3.393) 50 -1,5%
Research & Development Expenses (1.410) (1.431) 21 -1,5% (1.305) (1.156) (149) 12,9%
Distribution Expenses (6.633) (6.819) 185 -2,7% (3.568) (4.109) 540 -13,1%
Other Operating Income-Expenses 322 397 (75) -18,9% 345 230 114 49,7%
Operating Profit 14.733 9.264 5.469 59,0% 13.074 10.118 2.957 29,2%
Financial (expenses) - income (543) (679) 136 -20,1% (408) (516) 108 -21,0%
Other Financial Results (1.337) 337 (1.673) -497,1% (403) 194 (597) -308,2%
Proportional result of related
companies
725 563 161 28,6% - - - -
Earnings before taxes 13.578 9.485 4.093 43,2% 12.263 9.795 2.468 25,2%
Income tax (3.213) (2.290) (924) 40,3% (2.891) (2.197) (694) 31,6%
Earnings after taxes 10.365 7.195 3.169 44,0% 9.372 7.598 1.774 23,3%
Depreciation / Amortization 5.948 5.391 556 10,3% 4.405 3.874 531 13,7%
EBITDA 20.680 14.656 6.025 41,1% 17.479 13.991 3.488 24,9%

The following are noted with regard to the above items of the consolidated statement of income concerning the year 2020 versus the previous fiscal year.

Consolidated sales amounted to 96,953 million Euros, recording an increase of 8,6% while gross profits amounted to 26,888 million Euros, showing an increase of 24,9%.

Operating earnings amounted to 14,733 million Euros, posting an increase of 59,0%, mainly due to the increase in sales, the reduction of raw material prices and the reduction of operating expenses.

Earnings before taxes, financial, investment results and depreciation (EBITDA) amounted to 20,680 million Euros increased by 41,1%.

The other financial results posted losses of 1,337 million Euros mainly due to foreign exchange differences from the valuation of foreign currency receivables and liabilities mainly in Polish Zloty (PLN), and Australian Dollar (AUD).

Pre-tax profits amounted to 13,578 million Euros, recording an increase of 43,2%.

Profits after taxes amounted to 10,365 million Euros increased by 44,0% compared to the year 2019.

C. Items of the Statement of Cash Flows

STATEMENT OF CASH FLOWS

EUR THOUS. GROUP COMPANY
1/1-31/12/2020 1/1-31/12/2019 1/1-31/12/2020 1/1-31/12/2019
Net cash flows from operating activities 12.104 13.198 13.576 11.371
Net cash flows from investment activities (6.861) (6.266) (8.089) (4.652)
Net Cash flows from financing activities (2.850) (4.730) (4.098) (3.964)
Net (decrease)/ increase in cash and cash
equivalents
2.392 2.201 1.389 2.755
Cash and cash equivalents at the beginning of
the period
15.470 13.223 13.285 10.529
Effect from foreign exchange differences 158 46 0 0
Cash and cash equivalents at the end of the
period
18.021 15.470 14.673 13.285

D. Financial Ratios

The major financial ratios are presented below.

Financial Ratios

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019 Explanation
Capital Structure 67,9% 65,6% 72,8% 69,6% Total Equity / Total Assets
Liquidity Ratio 2,6 2,4 3,0 2,9 Total Current Assets / Total Short-term
Liabilities
Profit Margin 14,0% 10,6% 14,9% 12,7% Earnings before Taxes / Total Turnover
Return on Equity 16,3% 12,8% 14,3% 12,7% Earnings before Taxes / Total Equity

Ε. Alternative Performance Measures (APM)

The Alternative Performance Measure (APM) constitutes a financial ratio or an indicator measuring the historic or future financial performance with regard to the financial position or the cash flows. The APM is not stipulated or required by the existing framework of financial information (IFRS).

The general principle of the Group is to present the particular alternative performance measures in a clear and transparent manner so that these indicators are appropriate and useful for decision making purposes by the readers of the financial statements.

The APM should be taken into consideration always in conjunction with the financial results that have been prepared in accordance with the IFRS and in no case should function as alternative ones. The Management monitors the following performance measures:

a) Capital Management

The goals of the Group with regard to the capital management refer to the uninterrupted course of its business activities, the assurance of the financing of investment plans and the optimal allocation of capital targeting the reduction of cost of capital.

For the purposes of capital management, the Group systematically monitors the ratio:

"Net debt to Total employed capital".

The net debt is calculated as the total short-term and long-term interest bearing liabilities minus the total cash and cash equivalents.

The total capital employed is calculated through the sum of the net bank debt and the total equity.

For the fiscal years ended on 31st December 2020 and 2019 respectively, the particular ratio settled as follows:

EUR THOUS.

Group Company
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Long-term debt obligations 11.699 11.359 9.664 10.645
Short-term bebt obligations 3.300 4.255 2.413 3.627
Total bank debt 14.999 15.614 12.077 14.273
Liabilities for Leases 1.117 1.183 676 636
Total Bank Debt 16.117 16.797 12.754 14.909
Minus : Cash and cash equivalents 18.021 15.470 14.673 13.285
Net Bank Debt (1) (1.905) 1.327 (1.919) 1.624
Total Equity (2) 83.448 74.280 85.570 77.187
Total Employed Capital (1)+(2) 81.544 75.607 83.650 78.811
Net Bank Debt / Total Employed Capital -2,3% 1,8% -2,3% 2,1%

The Group may affect its capital structure via the repayment or the collection of additional bank debt, through share capital increase or return of capital to shareholders, and via the distribution or not of dividends and through other distributions.

b) Earnings before interest, taxes, depreciation and amortization (EBITDA)

For the fiscal years ended on 31st December 2020 and 2019 respectively, the particular figure settled as follows: (amounts are expressed in thousand Euros)

EUR THOUS.

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019 Note
Operating Profit 14.733 9.264 13.074 Statement of
10.118
Income
Depreciation of tangible fixed assets 5.163 4.780 3.883 Cash Flow
3.521
Statement
Amortization of intangible assets 341 317 341 Cash Flow
317
Statement
Amortization of right-of-use assets 531 501 268 Cash Flow
242
Statement
Amortization of investment grants (88) (207) (88) Cash Flow
(207)
Statement
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
20.680 14.656 17.479 13.991

SECTION E

Analytic information, according to article 4 par. 7 l. 3556/2007, as currently in effect, and respective explanatory Report

According to article 4 par. 7 of Law 3556/2007 the Company is obliged to disclose analytic information in the present Report, as regards to a number of issues. Therefore, in compliance with the relevant legal provision, the following are disclosed:

1) The Company's share capital, following the last equivalent increase and decrease which was approved by the Annual General Shareholders' Meeting on 28.06.2019, amounted to 6.328.812,96 Euro as of 31.12.2020, is paid up in full and is divided into 11.720.024 common voting registered shares with a nominal value of 0,54 Euro each.

It is noted that the relevant amendment of the article 5 of the Company's Articles of Association, following the decision of the annual Ordinary General Meeting of Shareholders on 28th June 2019, was approved with the decision 80363/01.08.2019 (Α∆Α: Ψ7ΣΝ465ΧΙ8-Ο7Μ) of the Department of Public SA and Sports SA of the Division of Companies and GEMI of the General Market Division of the General Secretary of Trade and Consumer Protection of the Ministry of Finance and Development, which was registered in the General Electronic Commercial Registry (GEMI) on 01.08.2019 with registration number 1808333.

All Company shares (common registered) are listed and traded on the Athens Exchange.

Each share includes all the rights and obligations defined by law and the Company's Articles of Association. Ownership of a share automatically implies the complete and unreserved acceptance of the Company's Articles of Association and of the decisions made in accordance with law and the Company's Articles of Association, by the pertinent bodies of the Company. Each share provides one (1) voting right.

2) There are no limitations as regards to transfers of Company shares, either from the company's Articles of Association, or from specific agreements, or from other regulatory provisions etc., except for limitations emanating by three (3) existing Agreements of Subordinated Bond Loans issued by the Company, according to which the Ginosati family aggregately should own a percentage of at least 34% of the Company's paid up share capital, in order to maintain the capacity of a "Controlling Majority".

3) The Company's main participations (direct and indirect) are as follows:

(a) FLEEXOPACK POLSKA Sp.z.o.o: foreign Company domiciled in Poland. The Company now holds 100,00% of shares and voting rights,

(b) "FLEXOSYSTEMS Ltd Belgrade", foreign company, based in Serbia. The Company holds 100% of shares and voting rights,

(c) «FLEXOPACK INTERNATIONAL LIMITED»: Foreign company domiciled in Larnaca, Cyprus, fully owned by the Company (100% of the total shares and voting rights),

(d) «FLEXOPACK PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

(e) «FLEXOPACΚ PROPERTIES PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

(f) « FLEXOPACK ΝΖ LIMITED »: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by the subsidiary « FLEXOPACK PTY LTD » (indirect participation of the Company).

(g) «FLEXOPACΚ TRADE AND SERVICES UK LIMITED»: Foreign company domiciled in UK, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

(h) "FLEXOPACK FRANCE": a foreign company based in Lyon, France, which is also 100% owned by the subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation of the Company)

(i)FLEXOPACKUSA INC.: foreign company domiciled in the state of Delaware, USA, fully owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),

(j) INOVA PLASTICS SA: Domestic company in which the Company holds 50% of shares and voting rights,

(k) VLACHOU BROS SA: Domestic company in which the Company holds 47,71% of shares and voting rights,

Furthermore, regarding the direct or indirect significant holdings in the voting rights of the Company, within the meaning of articles 9 to 11 of law 3556/2007, and on the basis of the relevant notifications received by law (and the MAR) in the Company on behalf of the shareholders, these have as follows:

(a) Stamatios Ginosatis: 30,886% (direct participation)

It is noted that on 12.19.2013, Mr. Stamatios Ginosatis, Vice Chairman and Deputy Managing Director of the Company, transferred under the cause of selling, the bare ownership of 1.609.933 common, registered Company shares to Mr. Dimitrios Ginosatis, while at the same date, he transferred, also under the cause of selling, the bare ownership of 1.609.933 common, registered shares to Mr. Spyridon Ginosatis. Mr. Stamatios Ginosatis retained the lifetime usufruct of all of the transferred shares, i.e. of 3.219.866 shares, which includes the voting rights and the right to receive the corresponding dividends. (b) George Ginosatis: 17,437% (direct participation)

It is noted that on 12.19.2013, Mr. George Ginosatis, Chairman and CEO of the Company, transferred, under the cause of selling, the bare ownership of 881.787 common, registered shares to Ms. Stamatina Ginosati, while at the same date, he transferred, also under the cause of selling, the bare ownership of 881.787 common, registered shares to Ms. Catherine Ginosati. Mr. George Ginosatis retained the lifetime usufruct of all the transferred shares, i.e. of 1.763.574 shares, which includes the voting rights and the right to receive the corresponding dividends.

(c) Nikolaos Ginosatis: 16,289% (direct participation)

It is noted that on 12.19.2013,Mr.Nikolaos Ginosatis, shareholder of the Company, transferred, under the cause of selling, the bare ownership of 600.000 common, registered shares to Ms. Stamatina Ginosati, maintaining the lifetime usufruct of all the transferred shares, which includes the voting rights and the right to receive the corresponding dividends.

(d) Canaccord Genuity Wealth (International) former Collins Stewart (CI) Limited: 5,107 % (direct participation)

4) There are no shares, which provide special control rights.

5) To the Company's knowledge, no restrictions on voting rights exist for the Company's shareholders. However, the notes presented in 3) (a) (b) and (c) with regard to the beneficial interest of the major shareholders are highlighted.

6) To the Company's knowledge, there are no agreements between shareholders that imply limitation on the transfer of shares or limitations on the exercise of voting rights.

7) As regards to the appointment and replacement of the Company's Board members and concerning the amendment of the Company's Articles of Association, there are no rules that differ than those stipulated in L. 4548/2018, as such is in effect today.

8) There is no permanent special authorization of the Board of Directors or certain members to issue new shares or purchase own shares, according to article 49 of law 4548/2018. The relevant competence and authority is provided to the Board of Directors of the Company by decision of the General Meeting of its shareholders. Already, during the annual Ordinary General Meeting of the Company's shareholders of June 26, 2020, it was decided, among other things, the purchase by the Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, within a period of twenty-four (24) months from the date of the above decision, i.e. no later than 26.06.2022, of a maximum of 586,001 common, registered shares, which correspond to 5% of the total existing shares of the Company, with a range of purchase prices between three Euros (€ 3,00) per share (minimum) and eight Euros (€ 8,00) per share (maximum).At the same time the Board of Directors of the Company was granted the authorization for the proper implementation and application of this stock repurchase plan. With the decision of the Board of Directors of the Company dated 13.07.2020, the process of implementation and realization of the above-mentioned plan for the purchase of own shares began, while in this context the Company proceeded on 22.07.2020, through an over-thecounter (OTC) transfer, to the purchase of 96.450 own shares with an average purchase price of four Euros (€ 4,00) per Share. At the time of preparation of this Report, the Company holds 96.450 treasury shares, which correspond to a percentage of 0,82% of the Company's total shares.

9) There is no significant agreement contracted by the Company, which becomes in effect, is amended or terminated in case of change in the Company's control following a tender offer, with the exception of: (a) The signed, on 09.03.2020, agreement for the coverage of the common Bond Loan between the Company and "ALPHA BANK SOCIETE ANONYME" (Trustee of the payments), agreement which provides for the right of the Bondholder to denounce the loan "if the Issuer's current shareholding structure is altered, directly or indirectly, as regards to the controlling majority and specifically if the Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital

and equal voting rights",

(b) the signed bond agreement dated 21.12.2018 between the Company and the National Bank of Greece SA; (a representative of the Bondholders and the attorney-at-law of payments), which also provides for the right of the Bondholder to terminate "if the percentage of participation in the paid-up share capital of the Issuer belonging to the Ginossatis family is less than 34% of that with the voting rights"; and

(c) The signed, on 24.12.2018, agreement for the coverage of the common Bond Loan between the Company and "EUROBANK ERGASIAS S.A." (representative of the Bondholders and Trustee of the payments), agreement which provides for the right of the Bondholder to denounce the loan "if the Issuer's current shareholding structure is altered as regards to the controlling majority and specifically if the Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital of the issuer".

The aforementioned terms (terms of change in control) are absolutely common practices and are included in all Common Bond Loans which are covered or subscribed by the banking institutions (in fact the controlling majority is usually defined as over 50%).

10) There is no agreement between the Company and the Board members or employees, which provides for indemnity in case of resignation or termination of employment without reason or termination of employment term or their employment emanating from any public tender offer.

Explanatory report regarding the information, prepared according to the article 4 par. 8 L. 3556/2007

The numbering in the present explanatory Report (which is prepared according to article 4 par. 8 of L. 3556/2007) follows the respective relevant numbering of information of article 4 par. 7 of L. 3556/2007, as such information is presented above:

  1. The structure and form of the Company's share capital is presented in detail in article 5 of the Company's Articles of Association. The Company's shares were listed on the Athens Exchange on April 2nd 1996 and since then are traded without interruption.

  2. No such limitation is imposed either by law, either by the company's Memorandum of Association, or by any other agreement, apart from the common Bond Loan Agreements, reference to which is made also in Section E.9.

  3. Data regarding the number of shares and voting rights owned by individuals with significant participations, have been presented according to the relevant disclosures notified according to law (and the MAR – Market Abuse Regulation) to the Company, on behalf of shareholders.

  4. There are no other categories of shareholders, namely there are only common registered shares with voting rights.

  5. No such limitations have been notified to the Company.

  6. Likewise no such agreements have been notified to the Company.

  7. In the particular matters, the Company's Articles of Association do not deviate from the provisions of Law 4548/2018 as it is currently in force.

  8. Pursuant to a relevant decision of the Annual Ordinary General Meeting of Shareholders of 26.06.202, the Board of Directors of the Company was granted the authorization to purchase a maximum of 586.001 own shares, within a period of twenty-four (24) months from the date of the above decision and in accordance with the terms and restrictions set by article 49 of law 4548/2018, with a range of purchase prices between three Euros (€ 3,00) per share (threshold) and eight Euros (€ 8,00) per share (ceiling).The relevant procedure in order to implement the decision taken above, was activated on 13.07.2020. The above program is still in force and at the date of preparation of this Report the Company holds 96.450 treasury shares.

  9. In the lack of such agreements, apart from those mentioned, no clarification is deemed necessary. 10. Likewise, in the lack of such agreements no clarification is deemed necessary.

SECTION F

FLEXOPACK Business Model

FLEXOPACK's business model aims to create value for all social partners, i.e. employees, shareholders, customers, suppliers, and the wider community as a whole.

Group Profile

The Company and the Group are active in the field of production of flexible plastic packaging items intended mainly for the food industry, but also for other advanced special applications.

The Company, since its establishment in 1979 by the Ginosati brothers, has experienced significant and continuous growth and the course of its turnover and profitability has been steadily upward to date. The profits were channeled in investments for the production and development of the necessary know-how.

The Company possesses a large customer base and has developed strong export activity in about 40 countries, as exports represent about 87% of its turnover in many foreign countries, such as USA, Australia, United Kingdom, Poland, Germany, Belgium, Israel, Spain, Italy, Turkey, Norway, France, Russia, Switzerland, etc.

The Company since September 1995 holds an ISO:9001 quality assurance certificate, issued by the company Bureau Veritas, for the research, development, production, distribution and technical support of its products.

Also in April 2003 it was certified with the new hygiene standard British Retail Consortium (BRC). This standard –which constitutes a pan-European recognition - introduces the highest requirements for hygiene, product safety and quality.

The Group vision is:

  • the effective coverage of the wider and more demanding needs of the flexible packaging market,

-the emergence and capturing of a strong position in a dynamic global market that requires exceptional flexibility,

-predicting and addressing ongoing challenges for new and innovative packaging solutions,

-profitable development with the use of modern technology and the implementation of a dynamic strategic plan.

The strategic directions of the Group for the realization of this vision are:

-Intense extroversion and penetration into new markets abroad.

  • Emphasis on research and development for the creation of innovative products with high added value.

-Corporate philosophy and customer-focused culture.

-New investments on high technology mechanical equipment for the production of thinner film, aiming to the reduction of environmental footprint.

Group Structure

FLEXOPACK has a 100% stake in nine (9) subsidiaries based in Australia (2 subsidiaries), New Zealand, USA, UK, Poland, Serbia, France, and Cyprus (direct and indirect holdings). This infrastructure is necessary as the Company addresses the global market and its main competitors are international groups with a very strong capital structure, multi-year presence and already developed strong commercial networks.

The Group has industrial facilities in Greece, Poland and Australia, with state-of-the-art mechanical equipment.

It also has distribution and marketing companies in five (5) countries and in particular in the United Kingdom (UK), France, the United States of America (USA), Serbia and New Zealand, while the model focuses on strengthening its presence through subsidiaries in other countries, with the aim of meeting the needs of the global market more effectively and in particular more directly.

Areas of activity and products

The products of the Group are widely used in the food industry and in particular in items that are part of the daily food choices of consumers such as: packaging for meat, seafood, poultry, dairy and other applications. The products are designed to prevent waste and improve the presentation of food, while extending the shelf life of packaged foods by retaining their nutrients.

Group strategy

The successful course of FLEXOPACK Group is based on the triptych:

  • -Research and development
  • -Sustainability
  • -Quality assurance

Research and development

FLEXOPACK possesses a special Department of Research and Development, staffed with specialized scientific personnel, which through continuous market research and monitoring aims to develop new products and upgrade as well as evolve the existing ones, in order to more fully cover the everchanging market and customer requirements for the production of thinner, more transparent, lower cost and more sophisticated films in every respect.

Furthermore, the Company places special emphasis on the high quality of its products and on the impeccable organization of their production methodology, along with the constant and absolute observance of all the necessary safety rules, quality control and other procedures.

The specialized team of the Directorate of Research and Development consists of scientists and engineers with high theoretical training, rich professional experience and specialized know-how. In collaboration with suppliers and customers, it designs and develops new innovative products that set the standard in packaging technology.

The Research and Development Center, located in the main production facilities in Koropi, Attica, collaborates in research projects with universities and other educational institutions and is the "heart" of the product development and testing program in order to achieve the optimal packaging solution for any use and application. All products produced by the Company are subject to strict inspection and testing procedures, in order to ensure full and absolute compliance with international standards.

The Department is equipped with the most modern machines for analysis and evaluation of the attributes of plastic films.

The operation of the above department and the general policy of the Company regarding its organization and efficiency, is included and summarized in the following triptych: upgrading of existing products, development of new products and utilization - exploitation of all new technological possibilities and practices.

The Company has composed and patented approximately 45 patents. These patents have been filed in many countries and in highly demanding markets including the USA, Australia, Japan, New Zealand, as well as the European Patent office.

Sustainability

Environmental sustainability

The Company recognizes the need for continuous improvement of its environmental targets based on the principle of sustainable development and compliance with current regulation and international standards, aims for balanced economic development in harmony with nature. Aiming at a course of sustainable development, the Company carries out its activities in a way that ensures the protection of the environment and the health and safety of employees, the local community and the public.

The Company's policy for ensuring the protection of the environment is based in particular on the following fundamental principles:

• takes measures for the protection of the environment in accordance with the environmental legislation and the approved environmental conditions in relation to its operating license,

  • implements an Environmental Management System in all the activities of its production process,
  • adopts specific rules of environmental controls in its internal production operation,
  • improves its overall environmental behavior, especially in terms of preventing environmental pollution and dealing with emergencies,

• establishes to the degree and to the extent that is possible the concept of ecological sensitivity and environmental vision, which inspires the highest level of hierarchy throughout the pyramid of employees in the Company,

● seeks to act responsibly even in the field of procurement, aiming at reducing its environmental footprint (e.g. detailed examination of the technical characteristics of products, ensuring their recyclability, supply of materials produced through as environmentally friendly as possible methods etc.).Finally, it must be noted that the production process has been planned in a way that renders the use of available sources effective and minimizes the negative effect on the environment.

The Group, through the continuous research and use of the most technologically advanced machines, aims at the development of products with reduced environmental burden and the utilization of recyclable materials without compromising the quality of the final product. The main concern of the Company is to cause the least potential impact on the natural environment. To this end, it implements strict policies for the protection of the environment and the management of industrial risks, and is an active member of CEFLEX, an initiative that brings together the entire management value chain, in order to jointly address complex technical and business barriers to flexible packaging in a circular economy.

Business sustainability

In addition to optimizing the environmental impact of its products, FLEXOPACK is committed to continuously reducing the carbon footprint of the production process, investing in the latest technologies that allow it to reduce energy consumption, water use and waste generation.

The waste management system focuses on recycling, thus reducing the environmental impact of solid waste on the planet.

Social responsibility

The personnel of FLEXOPACK (technical and administrative) is the backbone of the company. Its responsibility and commitment is to create and maintain a completely safe working environment with the ultimate goal, in view of the utilization of high technology but heavy-duty mechanical equipment, the existence of minimal, if not zero, injuries and accidents during the provision of work. The competent Management of the Company continuously takes all the necessary measures and proceeds with the adoption of practices, in order to fully comply with the current provisions of the labor legislation.

It further monitors and ensures the elimination of any discrimination on the grounds of sex, nationality, age, marital status, sexual orientation or any involvement in trade unions and urges its personnel to respect the diversity of each employee, supplier and customer, and not to accept any behavior that creates, directly or indirectly, any form of discrimination.

Quality assurance

FLEXOPACK has been established to provide extremely high quality products internationally. Its continuous and focused efforts to improve the quality of products produced and services provided are supported by an effective Quality Assurance Department. During the last years a large investment has been made for the implementation of a system of complete traceability of the products from the raw material to the retail sale, with the result that every customer is able to easily follow the reverse course from the final product to the specific batch of raw materials used, without casting any doubt about the quality of the final product, the process applied or the raw materials used.

The Company achieves its quality objectives by observing the following fundamental principles:

  • Faithful and continuous compliance with strict policies, procedures and standards,
  • Provision of high quality products that exceed customer expectations,
  • Effort for the absence of defects and waste reduction,

• Creating together with customers and suppliers a team that embraces the same values and the same corporate culture.

Information on labor issues

  1. On 31/12/2020 the Group employed 437 people and the Company 308 people, under regular employment terms. It should be noted that the Company maintains an excellent relationship with its employees and no work problems arise since one of the top priorities for the Company is to maintain and promote a peaceful work environment and to continuously improve and upgrade working conditions, in order to achieve the best possible utilization of human resources on a production level. The Company takes care of all necessary measures and adopts practices in order to fully comply with current labor and insurance regulation.

(a) Policy concerning discrimination and equal opportunities

The Group's Management does not make any discrimination in relation to recruitment, remuneration and promotion based on gender, race, religion, color, nationality, religious beliefs, age, family status, sexual orientation, any participation in unions or any other characteristics. The only factors which are taken into consideration, with an emphasis on the principles of meritocracy, consist of the experience, the personality, the education, the specialization and the broader skills of the individual, whereas the Company encourages and recommends to all of its employees to respect the diversity of the personnel, suppliers and customers of the Group and to reject any behavior that makes discrimination of any nature.

(b) Respect to the employee rights

The Management of the Group applies with no deviation the effective labor legislation and respects the relevant provisions and clauses with regard to the child labor, human rights as well as the ability of employees to participate in unions.

(c) Health and safety at work

The protection of health and safety of employees is a top priority for the Group's Management, which systematically monitors and inspects all potential risks that may emerge from the business activities, and takes all the necessary precautionary measures for the avoidance of accidents. At the same time, the entire personnel attend educational seminars covering the areas of health and safety at work.

Moreover, the Group's Management ensures the compliance to the fire safety rules and manages effectively any extraordinary cases or needs, whereas it takes care for the training of the personnel in the areas of fire protection, fire incidents, use of portable fire protection means, as well as the performance of drills as precautionary actions in order to encounter real cases of danger whenever needed. Finally, all the above are being complemented by additional benefits which facilitate the daily life of the employees such as the regular visits made by occupational doctors.

(d) Employee benefits

Given the fact that the balance between work and personal life is a crucial factor which affects the efficiency and productivity of employees, the Group applies a series of benefits and policies towards this direction for the employees and their families, which are summarized in the following:

-- Facilitation of the employees with flexible working schedules in cases of special need (illness, briefing about the progress of the employees' children, etc.),

-- Financial assistance towards financially disadvantaged employees in order to manage unexpected cases and needs,

  • -- Healthcare coverage and insurance of serious illness in case there is no such financial capability,
  • -- Advance payment of salaries for health reasons or for coverage of special needs of employees,
  • -- Granting of loans to employees facing financial difficulties.

(e) Education and development of employees

The business success of both the Group and especially the Company is based on its people. The Company offers a work environment which is characterized by stability so that all employees are encouraged to remain productive and oriented towards the achievement of the most optimal result, to undertake initiatives to the benefit of the corporate interest and to manage their own development with zeal and integrity. Through the highly recruited Department of Human Resources, the Management of the Company can distinguish the abilities of the employees and appoint them to the positions where these employees will contribute the maximum result and will also have the opportunity to excel. The size of the Company and its growth allow its employees to assume the most suitable position and to utilize their knowledge and skills to the highest degree as well as to further develop these skills.

SECTION G Other information, Treasury shares, Events after the reporting period

  1. None of the Group's companies has branches, apart from the parent Company whose old building, which is located across from the new industrial plan, is considered as a branch. During the closing year there was no transfer of domicile for any of the Group's companies, nor was any decision made regarding the opening or operation of any branch.

  2. None of the companies included in the consolidation possess shares or units of par. 1e of article 26 of law 4308/2014, except for the parent company, which currently holds 96.450 own shares, acquired in accordance with its specific regulations and provisions of the Stock Repurchase Plan, approved by the Annual Ordinary General Meeting of Shareholders on June 26, 2020.

  3. There are no other significant events that took place after the end of the fiscal year 2020 and up to the date of preparation of this Report and which are worthy of special reference in this Report.

SECTION H'

Corporate governance statement

The present Corporate Governance Statements (hereinafter the "Statement" or "CGS") is prepared according to article 152 of Law 4548/2018 and is part of the Annual Report of the Company's Board of Directors.

The Contents of the CGS are as follows:

* INTRODUCTION

* 1. Corporate Governance Code

1.1 Disclosure of the Company's voluntary compliance with the Corporate Governance Code.

1.2 Deviations from the Corporate Governance Code and justification of such. Special provisions of the Code not applied by the Company and explanation for their non-application.

1.3 Corporate governance practices applied by the Company, apart from those stated by law

* 2.Board of Directors

  • 2.1 Composition and operation of the Board of Directors
  • 2.2 Information on the members of the Board of Directors
  • 2.3 Audit Committee

* 3. General Meeting of shareholders

  • 3.1 Operation of the General Meeting and basic authorities of such
  • 3.2 Shareholders' rights and how such are exercised

*4. Internal control and risk management system

4.1 Basic characteristics of the internal control system

4.2 Risk management of the Company and Group in relation to the procedure for preparing financial statements (separate and consolidated)

*5. Other management, supervisory bodies or committees of the Company

*6. Additional information

* INTRODUCTION

The term "corporate governance" describes the manner in which companies are managed and controlled. Corporate governance is defined and structured as a system of relations between the Company's Management, the Board of Directors, shareholders and other interested parties, it constitutes the structure through which the Company's objectives are approached and set out, the means to achieve and evaluate such objectives are defined, the major risks the Company faces during its operation are detected, and the effective as well as systematic monitoring of Management's performance while implementing the above is rendered possible.

The effective and essential corporate governance plays a substantial and leading role in promoting competitiveness of companies, improving their operating infrastructure and developing innovative actions, while the increased transparency it promotes results in an improvement of transparency throughout the entire economic activity of private companies as well as public organizations and institutions, for the benefit of all shareholders of companies and of all parties engaged in the relevant transactions.

In October of 2013 the new Corporate Governance Code was released, which was compiled at the initiative of the Federation of Enterprises (SEV), and subsequently amended in its first revision by the Hellenic Council of Corporate Governance (HCGC).

HCGS was founded in 2012 and constitutes the result of collaboration between Hellenic Exchanges (Helex) and the Federation of Enterprises (SEV), which recognized the joint contribution of corporate governance in the continuous improvement of the competitiveness of Greek enterprises an cooperate towards this direction ever since.

*1. Corporate Governance Code

1.1 Disclosure of the Company's voluntary compliance with the Corporate Governance Code

In Greece, the corporate governance framework developed mainly through the adoption of mandatory rules such as law 3016/2002, as it is in effect until today, which imposes the participation of nonexecutive and independent executive members in the Board of Directors of Greek companies, whose shares are traded on a regulated market, the establishment and operation of an internal audit unit and the adoption of an internal operation regulation. Following, other subsequent legislation has incorporated the European directives on corporate law in Greek law, thus creating new corporate governance rules, such as law 3693/2008, which imposes the establishment of audit committees (it was superseded by Law 449/2017) as well as significant disclosure requirements as regards to the ownership and governance of a Company and law 3884/2010 that refers to shareholders' rights and additional corporate disclosure requirements towards shareholders during the preparation of a general meeting. Finally, law 3873/2010 also incorporated the EU Directive 2006/46/EC in Greek law, thus operating as a reminder for the need to establish a Corporate Governance Code and at the same time acting as its foundation.

The provisions of Part A' of Law 4706/2020 (Government Gazette AD 136 / 17.07.2020) substantially update and reform the legal framework for corporate governance of societe anonyme companies, whose shares or securities are listed on a regulated market in Greece. The update aims to strengthen the corporate governance framework by taking into account on the one hand the changes in the legislative and regulatory framework governing the operation of these companies at EU level, during the period since the introduction of Law 3016/2002 until today, and on the other hand the current trends in corporate governance.

In particular, the new regulations seek to substantially upgrade the required organizational structures and corporate governance procedures of societe anonyme companies, so that they, on the one hand, meet the increased demands of the modern capital markets, and on the other hand they do not disturb the operational autonomy of the business entity. The aim of the new legislation is to consolidate proper and effective governance practices and consequently to strengthen the confidence of existing and prospective shareholders.

The Company fully complies with the statutory requirements and regulations of the aforementioned legislation (specifically Law 4548/2018, Law 3016/2002 and Law 4449/2017 as currently in force), which also constitute the minimum content of any Corporate Governance Code and essentially (the relevant provisions) make up such an informal Code.

Thus, after the implementation of Law 4706/2020, the Company has already started the relevant preparation and has proceeded to the planning, analysis and gradual implementation of those actions that are deemed necessary, proper and appropriate for full and effective compliance as well as harmonization with the new regulations as soon as possible. In view of the above mentioned, the Company declares that, at present, even during the current financial year, it adopts as Corporate Governance Code (CGC) the Code of Corporate Governance that was formed from the Greek Council of Corporate Governance (HCGC) (available on http://www.helex.gr/el/esed), to which it states, along with the present Statement, that it is subject to with the following deviations and exceptions.

1.2 Deviations from the Corporate Governance Code and justification of these. Specific provisions of the Code that the Company does not apply and explanations on the reasons for non-compliance.

First of all, the Company confirms, through this statement, that it strictly follows the provisions of the Greek legislation regarding corporate governance (Law 4548/2018, Law 3016/2002, Law 4449/2017 and Law 4706/2020), which form the minimum content of any Corporate Governance Code, that is aimed at companies whose shares are traded on a regulated market.

An important addition, however, to the new Corporate Governance Code, developed in line with the above and adopted by the Company, is the adoption of the standard regarding explanations of noncompliance of the Company with certain specific practices of the Code. This means that the new Code follows the approach of 'comply or explain' and requires from listed companies, which choose to adopt it, to disclose their intention and either comply with all the specific practices of the Code, or explain the reasons of non-compliance with certain specific practices.

In connection with these additional practices and principles established by the new CGC, there exist, at present, certain deviations (including the case of non-application), for which deviations a brief analysis and explanation on the reasons justifying them follows.

•Part A-The Board of Directors and its members

I. Role and Responsibilities of the Board of Directors

- The Board has not proceeded so far to the establishment of a separate committee, which heads the procedure of Board nominees applications and prepares the recommendations to the Board, regarding the remuneration of the executive members and the key senior executives.

This deviation is justified by the fact that the Management of the Company, in compliance with the regulatory framework formed by Law 4548/2018 and in particular articles 110 and 111 thereof, has drawn up a Remuneration Policy, which was approved by the Annual Ordinary General Meeting of Shareholders of June 28, 2019 and therefore the establishment of a separate committee, which would prepare proposals to the Board with regard to the remuneration, the allowances and the benefits towards its members is considered proper and necessary.

The Company has adopted a flexible, clear and adequately defined Remuneration Policy regarding the remuneration, allowances and other benefits of the members of the Board of Directors, so that stakeholders can easily and accurately identify the basic principles and priorities in the process of determining fees.

It is pointed out, for reasons of completeness of this Statement, that the remuneration of the members of the Board of Directors include fixed and variable fees.

It is pointed out, for reasons of completeness of this Statement, that the remuneration of the executive members of the Board of Directors include fixed and variable fees, while the remuneration of nonexecutive members is fixed, paid exclusively in cash and subject to the provisions of the applicable insurance and tax legislation.

Further, the non-existence of a separate committee, heading the procedure for Board nominees applications, is explained by the fact that Board nominees, since the establishment of the company until today, meet all the necessary requirements and provide all guarantees for the award to those of the membership to the Board, they are noted for their high professional training, knowledge, skills and expertise, they stand out for their morality and integrity and therefore there has not arisen so far any need to establish such a committee.

It is clarified, however, that after the entry into force of Law 4706/2020, where the article 12 of which makes it mandatory to maintain a Nomination Committee, the Company will proceed immediately and in any case before the time of entry into force of the above article, by decision of the competent corporate body, into the establishment of the above Committee, as well as into the fulfillment of any other obligation imposed by the applicable legislation (for example, preparation of the Committee's Rules of Procedure, uploading on the Company's website, staffing of the Committee with persons who comply with the law requirements, etc.).

II Size and Composition of the Board

- This diversity policy, including gender balance for board members as adopted by the Board of Directors will be posted on the corporate website. The corporate governance statement should include specific reference to: a) the diversity policy applied by the Company as to the composition of the Board and senior management and b) the representation percentage of each sex respectively.

The current Board of Directors consists of a majority of men, i.e. out of a total of nine (9) members in the Board, six (6) members are men and three (3) members are women.

This divergence is justified by the increased demands associated with the membership in the Board in relation to the productive activity of the Company and, in particular, the productive nature of the Company (industry), which creates special requirements for the composition and constitution of the management team of the Company, as well as by the presence of the Group in markets in all geographic continents, necessitating the frequent traveling as well as the residence for long time periods outside Greece. In any case, however, the participation of three (3) representatives of the female gender among the nine (9) members of the Board of Directors in total fully satisfies the requirement of article 3 par. 1, case b of law 4706/2020, which considers gender representation is sufficient as long as it is not less than 25% of all members of the Board of Directors, while the possibility of adding other women to this corporate body cannot be ruled out, in order to further strengthen pluralism and the synthesis of different positions and views along its operation.

Finally, regarding the diversity policy implemented by the Company for the composition of the Board of Directors, a relevant provision will be included in the Suitability Policy which the Company is already preparing in order to comply with the provisions of article 3 of Law 4706/2020.

III Role and profile of the Chairman of the Board of Directors

- No explicit distinction between the responsibilities of the Chairman and the Chief Executive Officer is established.

This diversion is due to the fact that it is not advisable to create this distinction in view of the organizational structure and operation of the Company, and in view of the fact that the Vice Chairman of the Board has and shall exercise himself the powers of the CEO, resulting into the existence of two equal in power positions (Chairman and Vice Chairman). When the company further strengthens its extroversion, gains stronger international presence and greatly increases the volume of its business, the need for establishing an explicit distinction between the responsibilities of the Chairman and the Chief Executive Officer will be reassessed. The same holds for the potential new and expanded composition of the Board of Directors with the goal of the most effective monitoring of the associate legal entities of the Group. In any case, the possession of the powers of Deputy Managing Director by the Vice Chairman of the Board substantially fulfills this requirement, since as it was noted, it creates a peer axis of administration and representation of the Company.

However, it should be noted that in view of the new provisions of the new law on corporate governance (Law 4706/2020), the Company is considering the prospect of such a distinction, in order to further strengthen its institutional status-quo, while not losing the necessary flexibility in its administration and representation.

- The Board does not appoint an independent Vice Chairman among its independent members.

This diversion is offset by the Executive Vice Chairman appointment, since at present, the everyday and substantial assistance of Vice Chairman to the Chairman and the provision of any possible assistance to him, is evaluated as highly important, in order to effectively perform his tasks and, in general, his responsibilities and in order to contribute greatly to the achievement of corporate objectives. In any case, the fact that none of the independent members hold the position of the Vice Chairman, does not mean that these members are not in position to conduct their duties effectively or that they are affected in terms of their functioning independence. However, taking into account the regulations of the new law on corporate governance, the Management of the Company is considering the removal of the present discrepancy.

IV. Duties and conduct of the Board members

- The Board has not adopted, as part of its Internal Company Regulations, policies which ensure that the BoD has sufficient information on which to base its decisions regarding transactions between related parties in accordance with the standard of a prudent businessman. These policies should also be applicable to transactions of the Company's subsidiaries with related parties. The CGS should include specific reference to policies implemented by the Company in relation to the abovementioned.

Although there is no specific and concrete policy in this direction, which sets the context of acquiring sufficient information on behalf of the Board, in order to base its decisions on transactions between related parties on the standard of a prudent businessman, the Board of Directors, in managing corporate affairs and, hence, in transactions between the Company and related parties, presents the diligence of a prudent businessman, so that these transactions are, firstly, fully transparent and consistent with the terms and conditions of the market and, on the other hand, fully compatible with the current regulatory framework, as determined by the relevant provisions of both the corporate and tax legislation. The same diligence is presented regarding transactions of the Company's subsidiaries with related parties. The decisions of the BOD are taken in continuation of the relevant proposals made by the respective Departments and after having ensured the adequacy, the validity, the completeness of the relevant information provided to its members.

If necessary, the Company will proceed to establishing a working group for defining the applicable procedures for the acquisition, on behalf of the Board, of sufficient information, in order for the latter to base its decisions on transactions between related parties on the standard of a prudent businessman. However, at present, and in view of the integrated organization and operation structures of the Company, there exists no such need, since any of the BOD members has the ability of direct or indirect

communication with the pertinent departments and divisions of the Company for the provision of the necessary clarifications or information in their entirety.

- There is no obligation of any disclosure with regards to professional commitments of Board members (including significant non-executive commitments to companies and non -profit institutions) prior to their appointment to the Board.

This deviation is explained by the fact that Board members have such a high educational level, demonstrating professionalism and practical commitment to the Company and, therefore, despite the lack of statutory liability for the disclosure of any professional commitments of Board members before their election therein, they would outright proceed to the relevant disclosure if they considered that there exists any conflict of interest or any form of psychological, professional or economic influence.

V. Nomination of Board members

  • Board members are not elected for a maximum term of office of four (4) years.

According to Article 9, par. 2 of the existing Articles of Association "Board members are elected by the General Meeting of shareholders of the Company for a five-year term".

This relatively limited deviation is due to the necessity of avoiding the election of the Board of Directors at shorter intervals, which entails the encumbrance of the Company with costs for the formalities of publicity and the continuous submission of legitimizing documents to the cooperating banks, financial institutions and other legal entities or privates.

Besides, the provision for a maximum term of office of members of the Board amounting to four (4) years runs the risk that the elected Board may not be able to complete its work and that the effective administration of the company affairs and management of corporate property is jeopardized, due to the frequent change of management and the potential divergence of minds that may exist concerning the promotion of the interests and activities of the Company.

  • There is no Board nomination committee.

This deviation is justified by the size, structure and operation of the Company at the present time, which do not render necessary the existence of nomination committee. Moreover, whenever the issue of electing a new Board of Directors arises, the Management of the Company shall ensure the existence and implementation of fully transparent procedures, assess the size and the composition of the Board to be elected, examine the qualifications, knowledge, attitudes, skills, experience, ethics and integrity of the Board candidates and, thus, fully meet the work that the nomination committee should do, if it existed.

It should be noted, however, that in view of the provisions of article 12 of the new law on corporate governance, the Company will establish and maintain this Committee as soon as possible, not only for regulatory compliance purposes, but for the purpose of developing a solid framework of detection and promotion of persons suitable for the acquisition of the status of member of the Board, who in view of the skills, theoretical training, professional experience and ethics that distinguish them, will contribute to the effective organization and operation of this collective body and will be strengthening the value of the Company and the Group in general.

VI. Functioning of the Board of Directors

  • There are no specific internal regulations of the Board.

This deviation is explained by the fact that the provisions of the Articles of Association in conjunction with the existing regulatory framework are evaluated as satisfactory for the organization and the overall functioning of the BoD and ensure the full, proper and timely fulfillment of duties and the adequate consideration of all issues, on which it is required to take decisions.

- The BoD, at the beginning of each calendar year, shall not adopt a calendar of meetings and a 12 month action plan, which may be revised depending on the needs of the Company.

This deviation is easily understood from the fact that all members of the Board of Directors are residents of the county of Attica and hence the convocation and convening of the Board is easy, whenever required by the needs of the Company or the law, without a predetermined plan of action. Thus, after the harmonization of the Company's Articles of Association with the provisions of Law

4548/2018, there is now an explicit statutory provision on the possibility of a meeting of the Board of Directors by teleconference, to some or all of its members, and therefore it is possible to convene the above corporate body, whenever deemed necessary and appropriate, in order to effectively address and resolve the issues that arise and also receive of appropriate decisions.

- There is no provision for the support of the BoD in the performance of its work by a competent, qualified and experienced company secretary, who will attend the meetings.

This deviation is justified by the fact of the existence of high-tech equipment for the prompt and accurate recording and chartering of Board meetings. Further, all members of the Board are able, if needed, to resort to the services of legal advisors of the Company to ensure compliance of the Board with the current legal and regulatory framework.

It should be noted that according to the new CGC, the corporate secretary tasks can be performed either by a senior officer or a legal advisor. The corporate secretary's duty is to provide practical support to the Chairman and the other Board members, individually and collectively, with the ultimate purpose to ensure full compliance of the Board with legal and statutory requirements and provisions.

The Company intends to consider, in the near future, the necessity of establishing a company secretary position with a view to ensure the further effective functioning of the Board and the provision of any necessary assistance to the members thereof.

  • there is no provision for the existence of induction programs for new Board members and the continuous professional and vocational training for the rest of the members.

This deviation is explained by the fact that only persons with proven experience, high educational level and identified organizational and administrative skills are proposed for Board members. Besides, the basic principle governing the operation of both the Company and the Group is the continuing training and education of the personnel and its seniors and the reinforcement of corporate consciousness at all levels by conducting periodic training sessions depending on the sector in which each member is active and the tasks with which he is bound, namely the continuous training governs as a principle the whole philosophy and operation of the Company and is not just limited to the members of the Board.

- there is no provision for providing adequate resources to the committees of the Board for the performance of their duties and engage external advisors to the extent needed.

This deviation is due to the fact that the Management of the Company considers and approves per case expenditure for the possible hiring of external consultants based on current business needs, restraining thus the operating expenses of the Company on purpose.

VII. Evaluation of the Board of Directors

- The evaluation of the effectiveness of the Board and its committees shall not take place at least every two (2) years and is not based on specific procedure. The Board does not evaluate the performance of the Chairman through the process headed by the independent Vice Chairman or other independent non -executive, independent non-executive member, in case of absence of the Vice Chairman.

At present, there is no institutionalized process to assess the effectiveness of the Board and its committees, nor is the performance of the Chairman of the Board evaluated, through a process headed by the Vice Chairman or other independent non -executive member, in case of absence of the Vice Chairman.

This process is not considered necessary in view of the organizational structure of the Company, since there exists no watertight among the Board members, and whenever deemed necessary or weaknesses or failures are identified, with regards to the organization and functioning of the Board, there take place meetings and thorough discussions, through which the problems presented are analyzed, taken decisions and other acts or declarations of the Directors are criticized, without any exceptions. Besides, the Board monitors and reviews periodically the proper implementation of the decisions taken on the basis of the established timelines, while the efficiency and overall performance of the Board itself is evaluated annually by the Annual General Meeting of the Company in accordance with the principles and the procedure described in detail in both the Law 4548/2018 and in the Company' Articles of Association.

The Company, in order to comply with the practice introduced by the new CGC, is in the process of examining the feasibility of establishing a system of monitoring and evaluation of the Board, whose conclusion is not possible to determine with absolute punctuality.

• Part B Internal control

I. Internal Control- Audit Committee

  • no particular funds are available to the Audit Committee for the utilization on its behalf of external consultants.

This deviation is justified by the present composition of the Audit Committee, the expertise and experience of its members, which ensure the proper, lawful and effective functioning of the Committee and the fulfillment of its tasks in full, so that no need for the use of services of external consultants arises.

In any case, however, and in compliance with the provisions of Law 4449/2017 and the existing Rules of Procedure of the Audit Committee, whenever the assistance of external consultants is deemed appropriate and proper, in order to further improve the structure, organization and operation of the Committee, the Management of the Company makes available all the necessary financial means, the appropriate resources and the tools for the effective and efficient execution of its duties.

Part C-Fees

I. Level and structure of remuneration

- there is no remuneration committee, consisting solely of non-executive members, which are independent in their majority, whose mission is to define the remuneration of executive and nonexecutive board members and thus there are no settings for the duties of this committee, the frequency of its meetings and other issues relating to its functioning.

This deviation is due to the fact that the establishment of such a committee, given the structure and general operation of the Company has not been considered necessary to date.

Thus, the Company in compliance with the legal requirement of articles 110 and 111 of Law 4548/2018, proceeded to the preparation and establishment of the Remuneration Policy, the content of which was approved by the annual Ordinary General Meeting of Shareholders of 28 June 2019. The objective of the Remuneration Policy lies in the establishment and determination of the basic rules, principles and guidelines in general, which the Company follows during the process of determination of remuneration, allowances and other benefits provided to the members of the Board of Directors. Also, in ensuring that the fees paid are commensurate with the duties, the degree of employment, the responsibilities and the performance of the persons to whom it is applied, in avoiding the Company's exposure to excessive risks, due to the payment of extraordinary salaries which do not comply with the prevailing economic conditions and the wider financial environment in which the Company develops its operations and business activities.

The approved Remuneration Policy, on the one hand, provides incentives to attract and retain competent Board members with high education, long-term professional experience and remarkable skills, and on the other hand aims to strengthen and maximize the long-term economic value of the Company, to ensure its capital adequacy, liquidity and sustainability, to promote corporate goals and interests and to enhance internal transparency.

According to the approved Remuneration Policy, the parameters taken into account in determining and defining remuneration, in particular of the executive members of the Board of Directors, consist of the academic background and general education level, the previous professional experience, the level of responsibility, the duties and operational requirements of the position in conjunction with the economic climate prevailing in the domestic market, and the Company's annual budget. It is pointed out that the approved Remuneration Policy will remain posted on the Company's website throughout its validity period.

It is noted, however, that after the entry into force of Law 4706/2020, article 11 of which provides for the obligation to maintain a Remuneration Committee, the Company will proceed immediately and in any case before the time of entry into force of the above article, by decision of the competent corporate body, in the establishment of the above Committee, as well as in the fulfillment of any other liability imposed by the current legislation (such as drafting the Rules of Procedure of the Committee, posting it on the Company's website, staffing the Committee by non-executive members of the Board, independent in their majority etc.).

- Contracts of the executive members of the Board do not provide that the Board may require repayment of all or part of the bonus that is awarded to them because of misconduct or inaccurate financial statements of previous years or, in general, on the basis of incorrect financial data used for the calculation of this bonus .

This deviation is explained by the fact that, first of all, any bonus rights (if and whenever exist) mature only after the verification and final approval of the annual Financial Statements and, on the other hand, the case of calculating any administered bonus based on inaccurate financial statements or erroneous financial data has never been encountered, thanks to the excellent organization and control procedures. However, and in order to comply with the abovementioned requirement of the CGC, the Company's Management is seriously considering importing in the relevant contracts of the executive members of

the Board of Directors (if and whenever such a bonus applies), a complementary provision on the right of the Board to require the return of all or part of any bonus that is awarded because of misconduct or false Financial Statements and other financial data.

- The remuneration of each executive Board member is not approved by the BoD upon the proposal of the Remuneration Committee, without the presence of executive members.

This deviation is due to the fact that there is no remuneration committee as mentioned above.

It should be noted, however, that the Company's Remuneration Policy was drawn up with the diligence and via the assistance of non-executive members of the Board of Directors, including its independent members, in order to ensure the correctness, proportionality, appropriateness and objectivity of the proposed fees and benefits in general and with the aim to avoid any conflicts of interest and also any unfavorable psychological effects. The present deviation is expected to be removed after the establishment, according to the above, of the Remuneration Committee provided by article 11 of Law 4706/2020.

• Part D - Relations with shareholders

I. Communication with shareholders

- The Company has not adopted specific practices regarding communication with shareholders, which includes the Company's policy on interrogation by the shareholders to the Board.

At present, there is no specific statutory procedure for the submission of questions to the Board on behalf of the shareholders, since any of the shareholders has the ability to turn to the Shareholder's Department in order to submit requests and questions, which, if considered necessary, are transmitted, in groups, to the Board for further processing and the relevant response or update is forwarded without delay to the party concerned.

Direct communication between shareholders and the BoD would create difficulties for the smooth functioning of the BoD as it would encumber its members with a significant volume of work, largely ineffective, while at the same time, such communication would be negatively evaluated in the light of the principle of equivalent information of the Company's shareholders. Moreover, the institutionally existent and operating Shareholders Department serves this very purpose, and is responsible for the flow of information that is passed to shareholders.

Furthermore, the provisions of article 141 of Law 4548/2018 describe in detail the process of participation of minority shareholders in the General Meetings of shareholders, a process strictly followed in each Ordinary or Extraordinary General Meeting, in order to ensure, in this way, adequate, accurate and timely information to shareholders regarding the state of corporate affairs and the Company's assets.

However, despite the existence of the abovementioned safety valves, the Company is considering adopting a specific policy on the upgrade of the process regarding the submission of questions by shareholders to the Company, through the Shareholder's Department, but still believes that direct communication of any shareholder with Board members is neither necessary nor appropriate.

II The General Meeting of Shareholders

  • No deviation was observed.

General note regarding the time waiver of non-compliance of the Company with the specific practices adopted by the new CGC

As mentioned in the Introduction of this Statement of Corporate Governance, the new CGC, as in force from October 2013, follows the approach of "comply or explain" and requires listed companies, which choose to apply it, to disclose their intention and either comply with all the specific practices of the Code or explain the reasons for non-compliance with certain specific practices.

Further, the relevant explanation of reasons for non-compliance with certain specific practices, is not limited to a simple reference to the general principle or specific practices which the Company does not conform to, but must, inter alia, indicate whether the deviation from the provisions of the Code is limited in time and when the Company intends to align with the provisions thereof.

Deviations of the Company from the practices established by the new CGC cannot be regarded as subject to strict time limit, with the exception of the discrepancies whose removal is required by the new law on corporate governance and in which (removal) the Company is going to proceed in the immediate future (in view of the entry into force of this law on 17.7.2021),given that these practices do not reflect the nature of the function, structure, organizational structure, delivery, corporate values and ethics, ownership status and the company's needs and complying with them may render the application of the "essence" of the principles of the Code difficult. In any case it is important to abide by the "essence" of the principles as this would be most beneficial to the Company itself.

In any case, any Code cannot, nor is it intended to replace the framework of the principles, values and structures of the organization and operation of any company and hence the adoption of provisions that are incompatible with these principles is not considered appropriate.

In any case the Company, if and whenever the conditions make this imperative, a case that has not occurred to date though, will proceed with the preparation and formulation of its own Corporate Governance Code, the identity and regulations of which will primarily correspond to the size, activities, personalized needs and particularities and will enhance the Company's competitiveness and success in the long run.

1.3 Corporate governance practices applied by the Company, apart from those stated by law

The Company strictly applies the provisions of the aforementioned legal framework as regards to corporate governance, while already in the process of harmonizing with the provisions of the new regulatory framework. At the present time there are no applied practices apart from the above provisions.

* 2. Board of Directors 2.1 Composition and operation of the Board of Directors

The Board of Directors is the Company's highest management body, and is exclusively responsible for defining the Group's strategy and growth policy. Achieving the increase of the Company's long-term financial value, promoting the general corporate interests and the interests of shareholders, ensuring the Company's compliance towards law, applying transparency and corporate values throughout the Group's overall operations and activities, monitoring and resolving possible cases of conflicts of interest between

Board members, managers and shareholders and the Company's interests, are basic responsibilities of the Board of Directors.

2.1.1 The Company's Board of Directors, according to article 9 of its Memorandum of Association, as it is in effect after the relevant amendment by the Annual General Meeting of Shareholders on 30th June 2017, and its last Codification and harmonization by virtue of the decision of the Annual Ordinary General Meeting of its shareholders dated 28th June 2019, consists of five (5) to fifteen (15) members, physical or legal entities. In case of a legal entity, such must appoint a physical person to exercise the authorities of the legal entity as a Board member. The physical entity is jointly and severally liable with the legal person concerning corporate management. The Board members are being elected by the General Meeting of the Company's shareholders for a term of five years, which begins from the day of their election and is extended until the first Ordinary General Meeting following the end of their term, which however cannot exceed a six-year period. The General Meeting may also elect deputy members, equal to the number of the ordinary members. The Board members always have the right to be re-elected and freely revocable by the General Meeting, regardless of the maturity of their term.

When undertaking their responsibilities, the members of the Board of Directors receive an official introductory briefing, while throughout their term the Chairman ensures the continuous enrichment of their knowledge on issues that concern the Company, their familiarity with the business model, the personnel and senior executives, in order to contribute effectively and creatively to the work of the Board and in the performance of the duties assigned to them.

2.1.2 The Board of Directors convenes whenever deemed necessary by the law, the present Memorandum of Association or the Company's needs, following an invitation by the Chairman of the Board or his deputy or by two (2) Board members either at the domicile of the Company or in the district of another Municipality within the prefecture of the Company's domicile. The invitation must necessarily include the issues of the daily agenda with clarity, otherwise decision making is permitted only if all Board Members are present or represented at the meeting and no one opposes to the decision making. The Board of Directors also convenes to a meeting whenever requested by the Chairman or by two Board members, according to the provisions of article 91, paragraph 3 of Law 4548/2018, as currently in effect. The Board of Directors validly convenes outside of its domicile at another location, either in Greece or abroad, if during the meeting all members are present or represented and no one opposes to holding the meeting and to the decision making. The Board of Directors may meet by teleconference with respect to certain or all of its members. In this case, the invitation to the members of the Board of Directors includes the necessary information and technical instructions for their participation in the teleconference.

2.1.3 The Board of Directors is in quorum and meets validly when they are present or represented in this half (1/2) plus one (1) of the members, but never the number of present or represented board members may be less than three (3).

2.1.4 The Board of Directors decides by an absolute majority of its members present or represented. In the event of a tie, the vote of the Chairman shall not prevail. Each member may validly represent only one of the other members. Representation in the Board of Directors may not be assigned to persons who are not members of the Board of Directors, unless it is assigned to any deputy member of the Board of Directors. Voting in the Board of Directors is conducted openly, unless a decision by the Board defines that a secret voting will take place and thus in this case voting is made with ballots.

2.1.5 The discussions and decisions of the Board of Directors are recorded in summary in a special book that may be kept electronically as well. The minutes of the Board of Directors are signed by the members present. In case of refusal to sign by a member, a relevant note is made in the minutes. Following a request by a Board member, the Chairman is obliged to record a summary of his opinion in the minutes. The book also includes a record of the Board members present or represented during the meeting. Copies of Board meeting minutes, which must be submitted to the GEMI (General Electronic Commercial Registry) according to article 13 of Law 4548/2018, are submitted to the relevant Regulatory Authority within twenty (20) days from the meeting of the Board of Directors. Copies and excerpts of the Board of Directors' minutes are certified by the Chairman or his deputy, or in case of his inability by the General Manager of the Company or by a person appointed via decision of the Board of Directors. The preparation and signing of minutes by all Board Members or their representatives is equivalent with a decision by the Board, even if a meeting has not previously taken place. This regulation also applies if all members or their representatives agree to record a majority decision in practice without a meeting.

2.1.6 The Board of Directors may assign the exercise of all or part of its authorities and responsibilities (apart from those that require collective action) as well as its representation to one or more persons, member of the Board or not, by defining the extent of such an assignment at the same time. The Board of Directors is obliged to assign non-members of the Board with the internal control of the Company.

2.1.7 If, for any reason, there is a vacant position in the Board of Directors due to resignation, death or loss of the member capacity in any other way, then the remaining Members, given that such are at least three, must temporarily elect a replacement for the remaining term of the substituted Member with the condition that this substitution is not plausible by the deputy members that may have been elected by the General Meeting. The above election by the Board of Directors takes place with a decision by the remaining members, if such are at least three (3) and is in effect for the remaining term of the member replaced. The decision for the election is subject to the disclosure requirements of article 13 of Law 4548/2018 and is announced by the Board of Directors in the immediately forthcoming General Meeting, which may replace those elected, even if a relevant issue has not been included in the daily agenda. The actions of members elected by the above process are considered valid, even in the case where their election is not approved by the General Meeting.

2.1.8 In case of resignation, death or in any other manner loss of the capacity of Board member, the remaining members may continue the management and representation of the Company without replacing the former members according to the previous paragraph, with the condition that the number of such exceeds half of the members as such were numbered prior to the realization of the above events. In any case the remaining members cannot be less than three (3).

2.2 Information on the Board members

2.2.1 The present Board of Directors of the Company consists of nine (9) members and specifically of the following natural persons:

(a) Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Street, Chairman of the Board and Chief Executive Officer of the Company, executive member.

(b) Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Street, Vice-Chairman of the Board and Deputy CEO of the Company, executive member.

(c) Asimina Ginosati, of Dimitrios Papanikolaou, resident of Koropi Attica 204 Vas. Konstantinou Street, executive Board Member.

(d) Stamatina Ginosati of Georgios, resident of Koropi Attica, Haravgis Street, P.C. 2295, executive Board Member.

(e) Nikolaos Vlachos of Matthaios, resident of Glyfada Attica, 4 Sokratous Street, non-executive Board Member.

(f) Dimitrios Ginosatis of Stamatios, resident of Koropi Attica, 204 Vas. Konstantinou Street, nonexecutive Board Member.

(g) Spyridon Ginosatis of Stamatios, resident of Koropi Attica, 204 Vas. Konstantinou Street, nonexecutive Board Member.

(h) Aliki Benroupi of Sam Samuel, resident of Filothei, Attica, Areti Grakou street no. 4, independent nonexecutive member of the BoD.

(i) Nikolaos Regos of Eleftherios, resident of Papagou Attica, 7 Reppa Street, independent non-executive Board Member.

The abovementioned Board of Directors was elected by the Annual General Meeting of the Company's Shareholders held on June 30, 2017.

The decision of the annual Ordinary General Meeting of shareholders of 30th June 2017 with regard to the election of the new Board of Directors as well as the respective minutes concerning the composition of the Board and the determination of the representation of the Company and other legal rights were registered in the General Electronic Commercial Registry (GEMI) on 12.07.2017 with registration numbers (ΚΑΚ) 1115550 and 1115551 respectively, and in line with the issued announcement under protocol number 843104/12.07.2017 of the Department of Public SA and Sports SA of the Division of

Companies and GEMI of the Directorate General of Market of the General Secretariat for Trade and Consumer Protection of the Ministry of Economy and Development.

The Board of Directors at its meeting of 21.06.2018 accepted the resignation of Mr. Ioannis Papamichalis from the position of independent non-executive member and elected as temporary replacement for the rest of his term Ms. Aliki Benroubi. The election of Ms. Aliki Benroubi was announced and ratified by the annual Ordinary General Meeting of shareholders of June 29, 2018.

The minutes of the Board of Directors referring to the reconstitution of its body after the replacement of a resigned member was registered in the General Commercial Registry (GEMI) on July 4, 2018 with Registration Code (CIS) 1416301 and protocol number of the relevant announcement 1198990 / 4.7.2018 of the Listed SA& Sports SA Supervision Authority of the Directorate General of Market of the General Secretariat for Trade and Consumer Protection of the Ministry of Economy and Development. The term of the current BoD expires on June 30, 2022.

2.3 Audit Committee

2.3.1 The Company, fully compliant with the provisions and requirements of Article 44 of Law 4449/2017, elected at the annual Ordinary General Meeting of Shareholders held on 28 June 2019 an Audit Committee consisting of the following physical persons:

1) Dimitrios Panagotas of Ioannis, Certified Auditor-Accountant in suspension.

2) Aliki Benroubi of Sam Samuel, independent non-executive member of the Board of Directors.

3) Nikolaos Vlachos of Matthew, non-executive member of the Board of Directors.

Mr. Dimitrios Panagotas was appointed Chairman of the Audit Committee, while his term of office was set at three years.

2.3.2 The responsibilities and duties of the Audit Committee include:

(a) monitoring the financial reporting process and submission of proposals or recommendations for the integrity of the process,

(b) monitoring the effective operation of the internal control system and the risk management system, as well as monitoring the proper operation of the Company's internal audit unit,

(c) monitoring the course of the mandatory audit of annual separate and consolidated financial statements of the Company,

(d) reviewing and monitoring issues relating to the existence and maintenance of objectivity and independence of the legal auditor or auditing firm, especially as regards to the provision of other services by the legal auditor or the auditing firm, towards the Company,

(e) informing the Company's Board of Directors about the outcome of the mandatory audit and the explaining the contribution of the mandatory audit into the integrity of the financial information, and

(f) the active participation in the process of appointing Certified Auditors and the articulation of a proposal with regard to the Auditing Firm which will undertake the mandatory and statutory audit of the financial statements.

2.3.3 The mission of the Audit Committee is to ensure the effectiveness and efficiency of the corporate activities, to control the reliability of financial information provided to investors and Company shareholders, the compliance of the Company with the effective legal and regulatory framework, the protection of the Company's investments and assets and locating and handling the most significant risks.

The broad audit responsibilities of the Audit Committee include among others monitoring the correct and efficient operation of the internal control system and risk management system, auditing the financial statements before their approval by the Board of Directors, monitoring the financial reporting process applied by the Company, ensuring the coordination of the audit work, the quality, independence and performance of Auditors.

2.3.4 The Audit Committee convened 6 times during financial year 2020 (01/01/2020-31/12/2020).

2.3.5 It is clarified that the Ordinary Auditor of the Company, who conducts the audit of the annual and semi-annual Financial Statements, does not provide other non-auditing services to the Company, nor is he related in any other way with the Company, in order thus to ensure his objectivity, impartiality and independence, with the exception of assurance services that concern the conduct of the special tax audit required according to the provisions of article 65A of Law 41742013, according to which after the audit the "Annual Tax Certificate" is issued, following the relevant Report.

* 3. General Meeting of shareholders

3.1 Operation of the General Meeting and basic authorities of such

3.1.1 The General Meeting of shareholders is the highest-level body of the Company and is entitled to decide on any corporate affair and to decide on all issued submitted to such.

Specifically the General Meeting is exclusively responsible to decide on the following:

(a) Amendments to the Articles of Association (as amendments are also considered the increases, regular or extraordinary, as well as the reductions of the capital),

(b) the election of members of the Board of Directors and Auditors,

(c) the approval of the overall management under Article 108 of Law 4548/2018 and the dismissal of the Auditors in terms of any responsibility or liability,

(d) the approval of the annual and consolidated financial statements,

(e) the distribution of annual profits,

(f) the approval of the remuneration policy or the advance payment of remuneration according to article 109 of law 4548/2018,

(g) the approval of the salary policy of article 110 and the salary report of article 112 of law 4548/2018,

(h) the merger, division, conversion, revival, extension of duration or termination of the Company and

(i) the appointment of liquidators.

3.1.2 The decisions of the General Meeting are mandatory also for shareholders that are absent or disagree.

3.1.3 The General Meeting of shareholders is convened by the Board of Directors and meets mandatorily at the Company's domicile or in the district of another Municipality within the domicile's prefecture, at least once each financial year and at the latest until the tenth (10th) calendar day of the nine month from the end of each financial year. The General Meeting may also convene in a district of the Municipality where the Athens Exchange is based.

The Board of Directors may convene an extraordinary General Meeting of shareholders, when deemed necessary or when requested by shareholders that represent the respective percentage as stated by law and the Memorandum of Association.

3.1.4 The General Meeting, with the exception of repeated Meetings, is convened at least twenty (20) days prior to the date set for the meeting. It is noted that non-working days are also counted. The release date of the invitation and the date of the meeting are not counted. The invitation to the General Meeting of shareholders must include the time, day, hour and location where the Meeting will convene, the issues of the daily agenda with clarity, the shareholders that have the right to participate, as well as exact instruction on the manner in which shareholders will be able to participate in the meeting and exercise their rights either in person or through a proxy or possibly from long-distance. An invitation to convene a General Meeting is not required in the case where shareholders representing the total share capital are present or represented and no one from such opposes to conducting the Meeting and to the decision making process.

3.1.5 The General Meeting is in quorum and convenes validly on the daily agenda issues when shareholders representing at least one fifth (1/5) of the paid up share capital or present or represented in such.

If this quorum is not achieved, then the General Meeting convenes anew in twenty (20) days from the date of the meeting that was cancelled, after a respective invitation at least ten (10) days before. This repeated Meeting convenes validly on the issues of the initial daily agenda regardless of the portion of the paid up share capital represented in such.

3.1.6 The decisions of the General Meeting are made with absolute majority of votes that are represented in such.

  1. Exceptionally, for decision making on issues that concern:

(a) change of the Company's nationality,

(b) change of the Company's business objective,

(c) increase of the shareholders' obligations,

(d) a regular increase of the share capital, unless it is imposed by the law or by the capitalization of reserves or a reduction of the capital, unless it is done according to paragraph 5 of Article 21 or paragraph 6 of article 49 of law 4548/2018,

(e) issue of a loan with convertible bonds according to the article 71 of Law 4548/2018,

(f) change in the way earnings are distributed,

(g) extension of the duration or liquidation of the Company,

(h) merger, spin-off, conversion, revival of the Company,

(i) provision or renewal of authorization towards the Board of Directors for increase of the share capital according to article 24 of Law 4548/2018,

(j) any other case, in which the law states that the following quorum is required by the General Meeting to make a specific decision:

the General Meeting is at quorum and convenes validly on such issues, when shareholders representing one half (1/2) of the paid up share capital are present or represented in the Meeting.

3.1.7 The Chairman of the Board of Directors temporarily acts as Chairman of the General Meeting or in case he is unable then his legal deputy, and the Chairman assigns one of the shareholders or their proxies present as Secretary, until the General Meeting ratifies the list of shareholders that are entitled to participate in the Meeting and elects the normal presidium. The Presidium consists of the Chairman and Secretary, who also acts as voting teller.

3.1.8 The discussions and decisions of the General Meeting are limited to issues of the daily agenda. The daily agenda is prepared by the Board of Directors and includes proposals of the Board towards the Meeting as well as possible proposals of the auditors or shareholders that represent one twentieth (1/20) of the paid up share capital. The discussions and decisions of the General Meetings are recording in a special book (minutes) and the relevant minutes are signed by the Chairman and Secretary of the Meeting. The beginning of the minutes include a record of shareholders that are present or represented in the General Meeting, whereas the minutes are prepared according to article 22 par. 8 of the Memorandum of Association.

Following a request by a shareholder, the Chairman of the Meeting must record the former's opinion in the minutes.

3.2 Shareholders' rights and how such are exercised

3.2.1 Participation and voting rights

3.2.1.1 Shareholders exercise their rights, in relation to the Company's Management, only through the General Meeting and according to those stated by law and the Memorandum of Association. Each share provides the right for one (1) vote at the General Meeting, given those stated by article 50 of Law 4548/2018, as currently in effect.

3.2.1.2 The person having the shareholding capacity at the beginning of the fifth (5th) day before the date of the General Meeting (record date) is entitled to participate in the General Meeting

The above recording date also applies in the case of a postponement or a repeat session, provided that the postponement or the repeat session is not more than thirty (30) days from the recording date.

If this is not the case or if in the case of the repeat General Meeting a new invitation is published, according to the provisions of article 130 of law 4548/2018, the person having the shareholding status at the beginning of the third (3rd) day prior to the day of the postponement or the repeat General Meeting participates in the General Meeting. Proof of shareholding can be done by any legal means, and, in any case, based on information received by the Company from the Central Securities Depository if it provides registry services or through the participants and registered intermediaries in the Central Securities Depository in any other case.

3.2.1.3 Only those that have the shareholder capacity during the respective record date is considered by the Company to have the right of participation and voting at the General Meeting. In the cases of noncompliance with the provisions of article 124 of Law 4548/2018, the said shareholder participates in the General Meeting only after the latter's permission.

3.2.1.4 It is noted that the exercise of the above rights (participation and voting) does not require the blockage of the beneficiary's shares or any other relevant process, which limits the ability to sell or transfer shares during the time period between the record date and the date of the General Meeting.

3.2.1.5 The shareholder participates in the General Meeting and votes either in person or through a proxy. Each shareholder may appoint up to three (3) proxies. Legal entities participate in the General Meeting by appointing up to three (3) persons as representatives. However, if a shareholder owns Company shares, which appear in more than one securities accounts, this limitation does not obstruct the said shareholder from appointing different proxies for the shares that appear in each security account in relation to the General Meeting. A proxy that acts on behalf of more than one shareholder, can vote separately for each shareholder. A shareholder proxy must disclose to the Company, prior to the beginning of the General Meeting, any specific event that may be useful to shareholders in assessing the risk of the proxy serving other interests than those of the represented shareholder. According to the definition of the present paragraph, there might be conflict of interests specifically when the proxy:

a) is a shareholder that exercises control on the Company or is another legal entity controlled by the shareholder,

b) is a member of the Board of Directors or generally the management of the Company or of a shareholder that exercises control on the Company, or another legal entity that is controlled by a shareholder who exercises control on the Company,

c) is an employee or public accountant of the Company or shareholder that exercises control on the Company, or another legal entity controlled by the shareholder who exercises control on the Company,

d) is a spouse or first degree relative with one of the persons mentioned above in cases (a) through (c).

The appointment and revocation or replacement of a proxy is applied in written and submitted to the Company in the same form, at least forty eight (48) hours prior to the date of the General Meeting.

3.2.2 Other shareholders' rights

3.2.2.1 Ten (10) days prior to the Ordinary General Meeting, any shareholder can obtain copies of the annual financial statements and reports by the Board of Directors and auditor from the Company. Such documents must be submitted in time by the Board of Directors to the Company's relevant office.

3.2.2.2 With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors of the Company is obliged to convene an Extraordinary General Meeting of shareholders, setting the date of such, which cannot be more than forty five (45) days from the day the request was delivered to the Chairman of the Board. The request must list the daily agenda issue. If a general meeting is not convened by the Board of Directors within twenty (20) days from the delivery of the relevant request, then the meeting takes place by the requesting shareholders, at the expense of the Company, by means of a decision by the court, which is issued during the injunction process. This decision states the place and time of the meeting, as well as the daily agenda. The decision cannot be offended by any legal means.

3.2.2.3 With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors of the Company is obliged to list additional issues on the daily agenda of the General Meeting that has already been set, if the relevant request is received by the Board at least fifteen (15) days prior to the General Meeting.

Additional issues must be published or disclosed under the responsibility of the Board of Directors in accordance with Article 122 of Law 4548/2018 at least seven (7) 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 way as the previous agenda, thirteen (13) days prior to the date of the General Meeting and at the same time it is made available to the shareholders on the Company's website together with the justification or the draft resolution submitted by the shareholders.

If the additional issues are not published, then the requesting shareholders are entitled to request postponement of the General Meeting according to paragraph 5 of article 141 of Law 4548/2018 and to proceed themselves with publishing the issues, according to those stated in the previous paragraph, at the expense of the Company.

3.2.2.4 Following a request of any shareholder that is submitted to the Company at least five (5) full days prior to the General Meeting, the Board of Directors is obliged to provide to the General Meeting the specifically required information on the Company's affairs, to the extent that such are relevant with the daily agenda issues.

3.2.2.5 With the request of a shareholder or shareholders that represent one twentieth (1/20) of the paid up share capital, the Chairman of the General Meeting is obliged to postpone the decision making process only once, for all or specific issues, by the Extraordinary or Ordinary General Meeting, defining the day when the meeting will re-convene for decision making that is stated on the shareholders' request, which however cannot be more than twenty (20) days from the day of the postponement. The General Meeting that follows the postponement is considered a continuance of the previous and thus the disclosure requirements of the shareholders' invitation are not repeated and new shareholders cannot take part in the Meeting, based on the relevant documentation of participation.

3.2.2.6 With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, which must be submitted to the Company five (5) full days prior to the ordinary General Meeting, the Board of Directors is obliged to announce to the General Meeting, provided that the Meeting is an Ordinary one, the amounts paid during the past two-years for any cause by the Company to each Board Member or the Managers of the Company, as well as any amounts emanating from any other contract of the Company signed for any cause with such individuals. The Board of Directors may decline the provision of such information for reasonable cause, stating the relevant justification in the minutes. Such a reasonable cause may consist according to the circumstances of the representation of requesting shareholders in the Board of Directors, according to the articles 79 or 80 of Law 4548/2018.

3.2.2.7 Following a request by shareholders that represent one tenth (1/10) of the paid up share capital, which is submitted to the Company within the time limit of the previous paragraph, the Board of Directors is obliged to provide to the General Meeting information on the development of corporate affairs and the financial position of the Company. The Board of Directors may decline the provision of such information for reasonable cause, which is stated in the minutes. Such a reasonable cause may consist according to the circumstances of the representation of requesting shareholders in the Board of Directors, according to the articles 79 or 80 of Law 4548/2018, provided that the respective Board members have received the relevant information in an adequate manner.

3.2.2.8 Following a request by shareholders that represent one twentieth (1/20) of the paid-up share capital, the decision making on any issue of the daily agenda of the General Meeting is conducted by open voting.

3.2.2.9 Shareholders of the Company, representing at least one twentieth (1/20) of the paid-up share capital, have the right to request an extraordinary audit of the Company by the court of law of the Company which suits it in the procedure of voluntary jurisdiction. Control shall be ordered if acts that violate provisions of the Company's law or the Articles of Association or decisions of the General Meeting are suspected.

3.2.2.10 Shareholders of the Company representing one fifth (1/5) of the paid-up share capital are entitled to request from the court the control of the Company, since it is believed on the basis of concrete evidence that the administration of corporate affairs is not exercised as required by sound and prudent management.

* 4. Internal control system and risk management

4.1 Basic characteristics of the internal control system

4.1.1 The Company's internal control is performed by the internal audit Service and conducted according to the audit schedule included in the Internal Operation Regulation adopted and approved by the Company.

The Internal Auditor is independent on both personal and operational basis, and reports directly to the Company's Audit Committee.

The responsibilities of internal control include the following:

The monitoring of the implementation and the continuous observance of the Internal Rules of Operation and the company's articles of association as well as the general legislation concerning the Company and especially the legislation of the Societes Anonymes as well as the stock market legislation.

The report to the Board of Directors of cases of conflict of private interests of the members of the Board of Directors or the executives with the interests of the Company, which it finds or detect in the context of the internal audit.

The control of the relations and transactions of the Company with its related parties in the sense of IAS 24 as in force.

It is noted that the audit, according to which the relevant Report is prepared, is performed within the regulatory framework of l. 3016/2002, which remains in force until 17.07.2021, and then in accordance with the provisions and regulations of Law 4706/2020.

It is a basic responsibility of the Company's Management to ensure, through applying the necessary internal control systems, that the Group's overall organization has the ability to quickly and efficiently handle the risks from when such arise and in any case to take all the appropriate and necessary measures to minimize the consequences and adverse effects of such.

4.1.2 During the audit, the internal audit Service receives knowledge of all necessary accounting books, entries, files, bank accounts and portfolios of the Company and requests the complete and continuous cooperation of Management in order to be provided with all the requested information and data, with the objective of obtaining reasonable assurance for the preparation of a Report that will be free from substantial inaccuracies as regards to the information and conclusions included in such. The audit does not include any assessment of the appropriateness of the accounting policies applied as well as of the logic of estimations made by Management, as such are responsibilities of the Company's legal auditor.

4.1.3 The objective of the audit is to assess the general level and operational processes of the internal control system. In each audit period, specific audit areas-divisions are selected, while the operation and organization of the Company's Board of Directors is evaluated and reviewed on a constant and continuous basis, as well as the operation of the two (2) basic Services (Departments) that operate according to the provisions of Law 3016/2002 and Law 4706/2020, namely the Shareholders' Service Department and the Corporate Announcements Department.

4.1.4 It is noted nevertheless that the internal control and risk management systems provide reasonable but not absolute security, given that such are designed so as to minimize the possibility of relevant risks arising, without however being able to absolutely prevent such.

During the fiscal year 2020, the Audit Committee met with the Internal Auditor to discuss operational and organizational issues. The quarterly reports were submitted to the Audit Committee and the Internal Auditor provided the members of the Audit Committee with all the information and updates requested about the applied audit systems, their effectiveness and in general about the course of the audits.

4.2 Risk management of the Company and Group in relation to the financial reporting process (separate and consolidated)

4.2.1 The Company has developed and applies policies and processes for the preparation of financial statements with the objective to ensure the reliability of such and to comply with the laws and regulations that govern their preparations and publications.

Such processes concern the audit and recording of income and expenses as well as systematically monitoring the position and value of assets.

The policies and processes that have been established are evaluated and re-defined in case where such are considered inadequate or if changes in laws demand so.

4.2.2 At the end of each period, the financial services of the parent company and of the subsidiaries shall take the steps required for the preparation of the financial statements according to the law provisions.

The financial services of the Group collect all the necessary information from the subsidiaries, the consolidation entries are carried out and the financial statements are drawn up, while specific procedures are followed which include submission deadlines, responsibilities and required actions.

The companies that comprise the Group follow uniform accounting procedures by applying the International Financial Reporting Standards.

Financial statements are audited by the Audit Committee before being approved by the Company's Board of Directors.

4.2.3 The established policies and processes related to the preparation of financial statements include, amongst others, the following:

-Processes for closing financial periods, which include deadlines for submission, responsibilities, classification and analysis of accounts and information on required disclosures.

-Reconciliations of the balances of the Customers and Suppliers accounts as well as other receivables and liabilities of the Company in frequent time periods.

-Reconciliations of the bank accounts and loan accounts kept by the Company in approved Banks on a monthly basis.

-Audits and reconciliation of checks receivable and payable.

-Calculation of provisions for the Company's receivables and liabilities in cases when the relevant receipts have not yet been presented.

  • Carrying out physical inventory on a monthly basis, agreements of the balances of the information system with those of physical counting and control of inventory movements.

-Audit and reconciliation of sales and issued receipts.

-Policies and processes for purchases, payments, receipts, management of inventory etc.

-Determination that the entries and recording of documents are carried out on the basis of a specific procedure that requires certain approvals and receipts of signatures.

Ensuring that entries and recording in general are made on the basis of the prescribed procedure by different individuals in the context of the separation of duties and the observance of the security norms that have been established.

-Audits for the correct recording of Company expenses in the accounts of the kept Accounting Schedule and in the appropriate cost center.

-Correct observance by the Company of the fixed assets registry in the subsystem of the Company's information system in which all additions of fixed assets are recorded following an audit made in order to verify the existence of the relevant approvals.

-Agreement that depreciation / amortization is carried out on the basis of International Accounting Standards as well as of the tax rates provided.

-Processes for supervising and managing employees and payroll liabilities.

-Processes that ensure the correct use of the Accounting Schedule applied by the Company and that the access and changes in such through the Company's IT system can be made only by authorized users with specific responsibilities.

4.2.4 The Company prepares a budget on an annual basis, the execution of which is monitored during the year while the necessary corrective actions are taken in case of significant discrepancies.

Every month the Finance Department of the Group receives financial data and information from the parent Company and the subsidiaries of the Group in order to make the appropriate check and compile

detailed reports to the Management of the Company which is in turn informed about the development of the consolidated major financial figures of the Group. Monthly monitoring and data control is a key tool for the quality and reliability of financial results.

4.2.5 The Department of Computer Science and Informatics (IT) is responsible for defining and implementing the strategy on issues related to technology and IT and among its responsibilities is the development and support of the Group's applications and systems in cooperation where required with external partners.

It should be noted that the Group's most important companies (Flexopack AEBE, Flexopack Polska, Flexopack PTY LTD, Flexopack Trade and Services and Flexopack USA) have adopted the same information system (SAP), a factor which facilitates the flow of information and performance of controls.

The IT system used by the Company is continuously developed and upgraded by the corresponding I Department, in close cooperation with a recognized IT Company in order to adjust to the continuously expanding and specialized IT needs, with the objective to support the Company's long-term goals and prospects.

4.2.6 The framework for monitoring the information systems implemented by the Company includes, among others, the following:

Determining specific entry rights for employees depending on their role and position.

The implementation of security procedures (receiving backups on a daily basis) as well as the preparation of a procedure for the existence of alternative systems in case of disaster.

The implementation of the procedures and protection techniques established by the Company and which include Anti-Corruption Software and e-mail protection as well as a firewall which ensures the nonleakage of computer data and preserves the confidentiality of computer files.

*5. Other management or supervisory bodies or committees of the Company

At the present time, there are no other management or supervisory bodies of committees of the Company, apart from those mentioned above.

* 6. Additional information

6.1 Article 10 par.1 of the EU Directive 2004/25/EC dated April 21st 2004, relating to takeover bids, states the following as regards to companies whose total shares are listed on an organized (regulated according to the terminology of Law 4548/2018) market:

"1. Country members ensure that the companies mentioned in article 1 paragraph 1 disclose detailed information as regards to the following:

a) their capital structure, including securities that are not listed on an organized market of a countrymember and, according to the case, indication of different categories of shares with the rights and obligations linked to each share category and the percentage of the total share capital such represent;

b) all the limitations on transfer of securities, such as limitations on the ownership of securities or the obligation to receive approval by the Company or other shareholders, with the reservation of article 46 of Directive 2001/34/EC;

c) the significant direct or indirect holdings (including indirect holdings through pyramid structures or cross-holdings) according to the definition of article 85 of directive 2001/34/EC;

d) the owners of any kind of securities that provide special control rights and the description of such rights.

(e) the system of control of any employee share scheme where the control rights are not exercised directly by the employees;

(f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company's cooperation, the financial rights attaching to securities are separated from the holding of securities;

(g) any agreements between shareholders which are known to the company and may result in restrictions on the transfer of securities and/or voting rights within the meaning of Directive 2001/34/EC; (h) the rules governing the appointment and replacement of board members and the amendment of the Articles of Association;

(i) the powers of board members, and in particular the power to issue or buy back shares;

(j) any significant agreements to which the company is a party and which take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects thereof, except where their nature is such that their disclosure would be seriously prejudicial to the company; this exception shall not apply where the company is specifically obliged to disclose such information on the basis of other legal requirements;

(k) any agreements between the company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid."

6.2 The above information is included in detail in Chapter 6 of the present Report by the Board of Directors. As regards to items c, d, f, h and i of par. 1 of article 10, the Company states the following:

• as regards to item c': the important direct or indirect participations of the Company are the following:

(a) FLEXOPACK POLSKA Sp.z.o.o, (subsidiary) in which the Company participates with a stake of 100.00% of shares and voting rights.

(b) FLEXOSYSTEMS Ltd Belgrade, (subsidiary) in which the Company participates with a stake of 100% of shares and voting rights.

(c) FLEXOPACK INTERNATIONAL LIMITED, (subsidiary) in which the Company participates with a stake of 100% of shares and voting rights.

(d) FLEXOPACK PTY LTD, (subsidiary), in which the Company participates with 100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),

(e) FLEXOPACK PROPERTIES PTY LTD: (subsidiary), in which the Company participates with 100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),

(f) FLEXOPACK NZ LIMITED: (subsidiary), in which the Company participates with 100% through its subsidiary "FLEXOPACKPTYLTD" (indirect participation),

(g) FLEXOPACK TRADEANDSERVICESUKLIMITED: (subsidiary), in which the Company participates with 100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),

(h) FLEXOPACKFRANCE: (subsidiary), in which the Company participates with 100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),

(i) FLEXOPACK USA INC.: (subsidiary), in which the Company participates with 100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),

(j) INOVA PLASTICS AEBE: (affiliate), in which the Company participates with 50% of the shares and voting rights and

(k) VLACHOU BROS SA: (affiliate), in which the Company participates with a percentage of 47,71% of the shares and voting rights.

Moreover, the significant direct or indirect holdings in the voting rights of the Company, according to the definition of provisions of articles 9 through 11 of l. 3556/2007, are the following:

(a) Stamatis Ginosatis, percentage of 30,886%(direct participation)

(b) Georgios Ginosatis, percentage of 17,437% (direct participation)

(c) Nikolaos Ginosatis, percentage of 16,289% (direct participation)

(d) Canaccord Genuity Wealth (International) Limited (former Collins Stewart (CI) Limited), percentage of 5,107% (direct participation)

• as regards to item d': there are no kind of securities (including shares), that provide special control rights.

• as regards to item f΄: there are no known limitations on voting rights (such as limitation of voting rights on owners of a specific percentage or number of shares, deadlines to exercise voting rights, or systems through which with the cooperation of the Company financial rights emanating from shares are

distinguished by the ownership of the shares). As regards to exercising voting rights during the General Meeting, extensive reference is made in Section 3 of the present Corporate Governance Statement.

• as regards to item h΄: regarding the appointment and replacement of Board members and regarding the amendment of the Company's Memorandum of Association, there are no rules that differ from those stated by Law 4548/2018, as currently in effect. Such rules are described in detail in Section 2.1 of the present Corporate Governance Code.

• as regards to item o΄: there are no special authorities of Board members as regards to the issue or buyback of shares. It is noted that pursuant to a relevant decision of the Annual Ordinary General Meeting of Shareholders of 26 June 2020, the Board of Directors of the Company was granted the authority to purchase a maximum of 586.001 treasury shares, within a period of twenty-four (24) months from the date of the above decision and in accordance with the terms and restrictions set by article 49 of Law 4548/2018, with a purchase price range between three Euros (3,00 €) per share (threshold) and eight Euros (8,00 €) per share (ceiling), while the relevant procedure in order to implement the decision taken above, was activated on 13.07.2020. At the date of preparation of this Report, the Company holds 96.450 treasury shares.

The present Corporate Governance Statement constitutes an inseparable and distinct part of the annual (Management) Report of the Company's Board of Directors.

SECTION I Group's course and outlook for the current financial year 2021

In view of the strong export orientation of the Group, it should be noted that its prospects, results and course for the current fiscal year 2021 are directly related to the conditions prevailing on the one hand in the global, and on the other hand in the domestic economy and marketplace.

At present, there are external factors and risks that create reasonable and well-founded concerns about the course of the global economy, such as the threat of protectionism, the geopolitical uncertainty and in particular the effects of the COVID-19 pandemic.

The health crisis caused by the COVID-19 pandemic, in a very short period of time triggered an economic disruption that affected both financial stability and social cohesion.

The Management of the Group with a high sense of responsibility towards the employees, the customers, the suppliers, the partners and the investors, closely monitors all developments related to the unprecedented health crisis and has implemented from the first moment a plan to ensure the health and safety of its personnel, in accordance with the guidelines and recommendations of the World Health Organization (WHO), the National Organization for Public Health (EODY) and the General Secretariat for Civil Protection (GSCP).

In addition, the Company systematically evaluates all possible risk factors, which may affect the financial position, activities and results of the Group and has taken all appropriate measures to ensure the smooth operation and business continuity of the Group.

Based on the data available at the time of preparation of this Report and to the extent that it can be predicted or anticipated, the Management of the Group estimates that there is no substantial uncertainty regarding the continuation of the activity of both the parent Company and the other entities within the Group.

Nevertheless, the Management of the Group continues to be cautious regarding the future effects of the pandemic on the prospects of the Group and the Company, as the unprecedented health crisis is not expected to end immediately, while the possibility of a new wave of outbreak cannot be ruled out, taking into account the mutations of the virus, which may significantly affect both its transmissibility and the effectiveness of vaccines.

In addition, the impossibility of having a sufficient foresight with regard to achieving immunity in order to curb the further spread of the virus raises concerns about the time at which it will be possible to lift the imposed restrictions and bans and restart both the world economy, in conditions of regularity and security. In view of the above factors and the prevailing insecurity and uncertainty (factors that significantly affect the wider financial environment), the Company's Management cannot rule out the possibility that the overall performance, financial position and the course of both the Company and the Group will be adversely affected during the current fiscal year 2021.

However, despite the unprecedented economic turmoil that has prevailed worldwide as a result of the coronavirus pandemic, it is particularly important to note that the Group, both at the reporting date of the annual Financial Statements and at the date of their approval, maintains satisfactory capital adequacy and liquidity and continues to be fully consistent with its liabilities to suppliers, government agencies, insurance companies and other creditors. At the same time, the Group takes all the necessary steps to absorb the shocks of financial turmoil, to adapt to the possibility of operating in a constantly adjusted working environment and to maintain the employment positions.

The Group's strategy during the current year has a defensive orientation focusing on the continuous adaptation to the current conditions, and can be summarized as follows:

  • Improvement and continuous upgrade of the spectrum of produced products, with an emphasis on high-quality product diversification compared to competition,

  • creating new innovative products capable of meeting wider and more demanding market needs,

  • Further enhancement of the current modern production methods in order to meet the targets of reduction of energy consumption, of a lower carbon footprint and facilitate the essential contribution to sustainable development,

  • Further penetration in foreign markets through the maintenance and expansion of the partnerships that the Company has already developed or through the creation of new permanent facilities in order to utilize the know-how of the Group and strengthen the Group's ownership in its distribution network, - Substantial strengthening of the infrastructure and the production base of the Group's subsidiaries in Poland and Australia, with the aim of faster serving the customer base of the geographical areas in which these subsidiaries are located, in order to be the key driver for growth in the relevant markets, and finally,

  • Continuous improvement of the organizational and operating structures aiming at the further increase of efficiency, and the greater reduction of costs.

Koropi, 27 April 2021

THE BOARD OF DIRECTORS

CHAPTER3: Independent Auditor's Report

Independent Auditor's Report

To the Shareholders of "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY"

Report on the Audit of the Separate and Consolidated Financial Statements

Opinion

We have audited the accompanying separate and consolidated financial statements of "FLEXOPACK S.A." (the Company), which comprise the separate and consolidated statement of financial position as at 31 December 2020, the separate and consolidated income statements and statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material

respects, the financial position of FLEXOPACK S.A. and its subsidiaries (the Group) as at 31 December 2020, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into the Greek Legislation. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the Separate and Consolidated Financial Statements" section of our report. We are independent of the Company and its consolidated subsidiaries throughout our entire appointment in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that are relevant to the audit of the separate and consolidated financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance with the requirements of the current legislation and the above-mentioned 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 consolidated financial statements of the audited period. These matters and the related risks of material misstatement were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters How our audit addressed the key audit matter

Inventories

At 31.12.2020 the Group holds inventories of value amounting to € 20,77 mil. (Company: € 12,39 mil).

Inventory items are measured at a lower of cost and net realizable value as referred to in the Group's accounting policies. Net realizable value is the estimated selling price less any related selling expenses.

Based on the above, the Management makes appropriate estimates, based on the movement of the inventory items recorded within the year and plans for the following season.

We considered the area of the production cost inventories at year - end to be one of the key audit matters, primarily, since inventories constitute a significant asset, and secondly, because of the size of the consumables and estimates required for both - measurement of the value of inventories and calculation of the production cost.

Information concerning the Company's accounting policies for inventories is referred to in Note 3.8 to the financial statements.

Our audit approach included, among others, the following procedures:

  • Recording and examining procedures and internal control for inventory management designed by the Company's Management with regard to inventories.
  • Monitoring the inventory counting process and performing physical inventory at the warehouses.
  • Examined Management's estimates of the inventories net realizable value, which arises from sales after the end of the reporting period.
  • Carrying out analytical procedures with regard to the movement of inventories and identification of inventories of low marketability (or movement).
  • Sample confirmation of correct determination of acquisition cost and production cost of inventories.
  • We also assessed the adequacy and appropriateness of the disclosures recorded in Note 6.7 to the financial statements.

Assessment of non-current assets impairment

As at December 31, 2020, the Group has recognized goodwill of € 252 mil. (Company: € 0), intangible assets of € 1,78 mil. (Company: € 1,78 mil.) and tangible assets of € 54,43 mil. (Company: € 41,65 mil.). In addition, as at December 31, 2020 the Company holds investments in subsidiaries of € 14,02 mil. and investments in associates of to € 2,20 mil. (Group: € 4,88 mil.).

In accordance with IFRS requirements, Goodwill is tested for impairment at least annually, while intangible assets with definite useful life, tangible assets and investments in subsidiaries and associates are tested for impairment whenever there are related indications.

Taking into consideration the significant amounts of the non-current assets mentioned above and the use of the Management's assumptions and estimates for the determination of the relative recoverable amounts, we consider that assessment of impairment of the aforementioned constitutes a key audit matter.

Impairment testing requires the determination of recoverable amounts based on the value in use of the assets. Calculation of value in use is derived from the discounted cash flow method, based on the business plans, which incorporate key Management's assumptions and estimates. This requires Management judgement on the future cash flows of the above CGUs, and the discount rates applicable to the projections of future cash flows.

Furthermore, the volatility of the macroeconomic environment and competition could adversely affect the operating performance of the Group's CGUs.

As at December 31, 2020, no impairment loss has arisen for the Group and the Company in relation to the above categories of non-current assets.

Our audit approach included, among others, the following procedures:

  • We assessed the Management's procedures for the identification of impairment indications relating to non-current assets.
  • We assessed the Management's procedure relating to the preparation of reliable business plans.
  • We assessed the reasonableness of the Management's assumptions and estimates.
  • We assessed the mathematical accuracy of discounted cash flow models.
  • For the above procedures, where this was deemed appropriate, we used our firm's specialist.
  • We assessed the adequacy of the related disclosures included in Notes notes 2.2, 3.1, 3.3, 3.4, 3.5, 3.6, 6.1, 6.2, 6.3, 6.4 and 6.5 to the financial statements.

The Group and the Company's disclosures regarding the accounting policy, judgments and estimates used for the analysis of the above noncurrent assets are included in Notes 2.2, 3.1, 3.3, 3.4, 3.5, 3.6, 6.1, 6.2, 6.3, 6.4 and 6.5 to the financial statements.

Other Matter

The Company's separate and consolidated financial statements for the previous year ended 31/12/2019 were audited by another auditing firm. Regarding the aforementioned year, on 23/04/2020 the Certified Accountant issued Unqualified Opinion Independent Auditor's Report.

Other Information

Management is responsible for the other information. The other information is included in the Statements of the Members of the Board of Directors, as referred to the "Report on other Legal and Regulatory Requirements" section, 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 do 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 the procedures performed, we conclude that there is a material misstatement therein; we are required to communicate that matter. We have nothing to report in this respect.

Responsibilities of Management and Those Charged with Governance for the Separate and Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with IFRSs, as adopted 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 the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.

The Audit Committee (art. 44 L. 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 consolidated financial statements as an aggregate, 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, incorporated into the 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 affect 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, incorporated into the 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 that 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 the management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the 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 financial information of entities or business activities within the Group for the purpose of expressing an opinion on the separate and consociated financial statements to be able to draw reasonable conclusions on which to base the auditor's opinion. Our responsibility is to design, supervise and perform the audit of the Company and its subsidiaries. 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 the fact that under the provisions of Par. 5, Article 2 (part B), Law 4336/2015, management has the responsibility for the preparation of the Board of Directors' Report as well as the Corporate Governance Statement included in this report, the following is to be noted:

  • i. The Board of Directors' Report includes the Corporate Governance Statement that provides the data and information defined under Article 152, Law 4548/2018.
  • ii. In our opinion, the Board of Directors' Report has been prepared in compliance with the effective legal requirements of Articles 150 and 153 and Paragraph 1 (cases c' and d'), Article 152, Law 4548/2018 and its content corresponds to the accompanying financial statements for the year ended as at 31/12/2020.
  • iii. Based on the knowledge we acquired during our audit, we have not identified any material misstatements in the Board of Directors' Report in relation to the Company "FLEXOPACK S.A." and its environment.

2. Additional Report to the Audit Committee

Our opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report to the Company Audit Committee, prepared in compliance with Article 11, Regulation (EU) No 537/2014.

3. Provision of Non-Audit Services

We have not rendered to the Company and its subsidiary non-prohibited non-audit services, prohibited under Article 5, Regulation (EU) No 537/2014, or other permitted non-audit services.

4. Auditor's Appointment

We were first appointed the Company's Chartered Accountants following as of 26/06/2020 Decision of the Annual Regular General Meeting of the Shareholders.

Athens, 28 April 2021

Certified Accountant (C.A.)

Manolis Michalios I.C.P.A. Reg. No.: 25131

CHAPTER 4:Annual Financial Statements

Annual Separate and Consolidated Financial Statements As of 31st December 2020 (January 1st 2020 – December 31st 2020)

According to the International Financial Reporting Standards (IFRS)

Statement of Financial Position

GROUP COMPANY
ASSETS Note 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Non-current assets
Tangible Assets 6.1 54.429 53.952 41.645 39.874
Right-of-use Assets 6.29 1.110 1.177 671 630
Goodwill 6.2 252 252 0 0
Intangible Assets 6.3 1.775 1.867 1.775 1.867
Investments in subsidiary companies 6.4 0 0 14.017 11.717
Investments in associate companies 6.5 4.884 4.159 2.199 2.199
Other Long-term Receivables 6.6 58 55 54 49
Total non-current assets 62.509 61.463 60.361 56.338
Current assets
Inventories 6.7 20.770 18.515 12.389 11.442
Trade Receivables 6.8 13.036 10.833 23.857 23.218
Other Receivables 6.9 8.490 7.020 6.191 6.545
Cash and cash equivalents 6.10 18.021 15.470 14.673 13.285
Total current assets 60.318 51.839 57.110 54.489
Total Assets 122.826 113.302 117.470 110.827
EQUITY & LIABILITIES
Share capital 6.11.1 6.329 6.329 6.329 6.329
Share premium 6.11.1 3.316 3.316 3.316 3.316
Capital Reserves 6.11.2 18.120 18.028 18.460 18.161
Retained Earnings 6.11.3 55.684 46.607 57.465 49.381
Total Shareholders' Equity 83.448 74.280 85.570 77.187
LIABILITIES
Long-term liabilities
Deferred tax liabilities 6.12 1.519 1.767 1.398 1.674
Provision for employee benefits 6.13 1.140 1.056 1.140 1.056
Government grants 6.14 6 93 6 93
Long-term bank liabilities 6.15 11.699 11.359 9.664 10.645
Other long-term liabilities 6.15.1 340 1.633 258 1.030
Liabilities from Leases 6.29 557 717 383 404
Other provisions 6.16 520 453 238 238
Total Long-term Liabilities 15.781 17.079 13.087 15.142
Short-term liabilities
Suppliers and related liabilities 6.17 15.082 15.271 11.724 12.708
Liabilities from Leases 6.29 561 466 294 232
Liabilities from income tax 6.18 4.653 1.950 4.384 1.931
Short-term bank liabilities 6.15 3.300 4.255 2.413 3.627
Total Short-term Liabilities 23.597 21.943 18.814 18.498
Total Liabilities 39.378 39.022 31.901 33.640
Total Equity & Liabilities 122.826 113.302 117.470 110.827

The accompanying notes constitute an inseparable part of the financial statements.

Income Statement

GROUP COMPANY
1/1- 1/1- 1/1- 1/1-
Continuing Operations Note 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Turnover 6.19 96.953 89.277 82.317 77.260
Cost of Sales 6.20 (70.065) (67.754) (61.371) (58.715)
Gross Profit 26.888 21.523 20.946 18.545
Other operating income 6.22 565 705 455 475
Administrative expenses 6.20 (4.434) (4.405) (3.344) (3.393)
Research & Development Expenses 6.20 (1.410) (1.431) (1.305) (1.156)
Distribution expenses 6.20 (6.633) (6.819) (3.568) (4.109)
Other operating expenses 6.22 (243) (309) (110) (245)
Operating Results 14.733 9.264 13.074 10.118
Financial income 6.23 54 0 99 81
Financial expenses 6.23 (596) (679) (507) (597)
Other Financial Results 6.24 (1.337) 337 (403) 194
Proportion of associate companies' Result 6.5 725 563 0 0
Earnings before taxes 13.578 9.485 12.263 9.795
Income tax 6.25 (3.213) (2.290) (2.891) (2.197)
Earnings after taxes 10.365 7.195 9.372 7.598
Allocated to Shareholders of the parent 10.365 7.195 9.372 7.598
Basic Earnings per share (Euro per share)
Adjusted (Diluted) Earnings per share
6.31 0,8876 0,6139 0,8026 0,6483
(Euro per share) 6.31 0,8843 0,6139 0,7996 0,6483

The accompanying notes constitute an inseparable part of the financial statements.

Statement of Comprehensive Income

GROUP COMPANY
Continuing Operations 1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Earnings after taxes 10.365 7.195 9.372 7.598
Other comprehensive income
Amounts which may be transferred into the results in
subsequent periods
Foreign exchange differences from consolidation
of foreign subsidiaries
(207) 87 0 0
Amounts which will not be transferred into the results in
subsequent periods
Actuarial profit-(losses) in personnel benefit plan (23) (53) (23) (53)
Corresponding income tax 6 13 6 13
Other comprehensive income after taxes (225) 47 (18) (40)
Total comprehensive income after taxes 10.140 7.242 9.355 7.558
Allocated to :
-Shareholders of the parent 10.140 7.242 9.355 7.558

The accompanying notes constitute an inseparable part of the financial statements.

Consolidated Statement of Changes in Equity

Allocated to the shareholders of the parent company
FX
differences
GROUP from
Share consolidatio Retained
Share capital premium Reserves n earnings Total
Balance as at 1/1/2019 6.329 4.019 17.625 (333) 40.101 67.741
Earnings after taxes 0 0 0 0 7.195 7.195
Other comprehensive income after taxes 0 0 0 87 (40) 47
Transfer to Reserves 0 0 380 0 (380) 0
Tax free reserves Law 3908/2011 0 0 62 0 (62) 0
Transfer of amortization of grants 0 0 207 0 (207) 0
Share capital increase 703 (703) 0 0 0 0
Share capital decrease (703) 0 0 0 0 (703)
Balance as at 31/12/2019 6.329 3.316 18.274 (246) 46.607 74.280
Balance as at 1/1/2020 6.329 3.316 18.274 (246) 46.607 74.280
Earnings after taxes 0 0 0 0 10.365 10.365
Other comprehensive income after taxes 0 0 0 (207) (18) (225)
Distributed dividends 0 0 0 0 (741) (741)
Formation of ordinary reserves 0 0 380 0 (380) 0
Tax free reserves Law 3908/2011 0 0 62 0 (62) 0
Transfer of amortization of grants 0 0 88 0 (88) 0
Treasury shares 0 0 (386) 0 0 (386)
Stock options 0 0 155 0 0 155
Balance as at 31/12/2020 6.329 3.316 18.573 (453) 55.684 83.448

The accompanying notes constitute an inseparable part of the financial statements.

Statement of Changes in Parent Company's Equity

Share Retained
COMPANY Share capital premium Reserves earnings Total
Balance as at 1/1/2019 6.329 4.019 17.513 42.472 70.332
Earnings after taxes 0 0 0 7.598 7.598
Other comprehensive income after taxes 0 0 0 (40) (40)
Transfer to Reserves 0 0 380 (380) 0
Tax free reserves Law 3908/2011 0 0 62 (62) 0
Transfer of amortization of grants 0 0 207 (207) 0
Share capital increase 703 (703) 0 0 0
Share capital decrease (703) 0 0 0 (703)
Balance as at 31/12/2019 6.329 3.316 18.161 49.381 77.187
Balance as at 1/1/2020 6.329 3.316 18.161 49.381 77.187
Earnings after taxes 0 0 0 9.372 9.372
Other comprehensive income after taxes 0 0 0 (18) (18)
Distributed dividends 0 0 0 (741) (741)
Formation of ordinary reserves 0 0 380 (380) 0
Tax free reserves Law 3908/2011 0 0 62 (62) 0
Transfer of amortization of grants 0 0 88 (88) 0
Treasury shares 0 0 (386) 0 (386)
Stock options 0 0 155 0 155
Balance as at 31/12/2020 6.329 3.316 18.460 57.465 85.570

The accompanying notes constitute an inseparable part of the financial statements.

Statement of Cash Flows

GROUP COMPANY
Indirect method 1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Cash flows from operating activities
Earnings before taxes 13.578 9.485 12.263 9.795
Adjustments on Earnings for:
Depreciation of tangible assets 5.163 4.780 3.883 3.521
Amortization of intangible assets 341 317 341 317
Amortization of right-of-use assets 531 501 268 242
Provisions 268 115 216 68
Impairment 113 164 0 0
Foreign exchange differences 1.337 (334) 403 (194)
Profit/(Loss) from the sale of tangible assets (13) (61) (13) (0)
Amortization of investment grants (88) (207) (88) (207)
Interest income (54) (0) (99) (81)
Interest expenses 596 679 507 597
Share of results in associate companies (725) (563) 0 0
Total adjustments on Earnings for Cash Flows 7.470 5.392 5.419 4.264
21.048 14.877 17.682 14.059
Working capital changes
(Increase) / decrease of inventories (2.023) 1.474 (947) 2.105
(Increase) / decrease of receivables (4.253) (169) 142 (1.544)
Increase / (decrease) of liabilities (1.088) (154) (1.757) (440)
(7.363) 1.151 (2.562) 121
Cash flows from operating activities 13.685 16.028 15.120 14.181
minus: Income tax paid (1.581) (2.830) (1.544) (2.810)
Net cash flows from operating activities 12.104 13.198 13.576 11.371
Cash flows from investment activities
Share capital increase of subsidiary 0 0 (2.300) 0
Purchases of tangible fixed assets (6.759) (5.894) (5.733) (4.300)
Purchases of intangible assets (249) (433) (249) (433)
Receipts from sale of tangible and intangible assets 93 61 93 0
Interest received 54 0 99 81
Net cash flows from investment activities (6.861) (6.266) (8.089) (4.652)
Cash flows from financing activities
Proceeds from share capital increase 18 0 0 0
Receipts from issued/collected loans 7.340 0 4.500 0
Payment of loans (7.955) (2.853) (6.695) (2.427)
Interest paid (533) (620) (478) (563)
Share capital return 0 (703) 0 (703)
Dividends payable (741) 0 (741) 0
Purchase of treasury shares (386) 0 (386) 0
Payments for Lease Liabilities (593) (554) (298) (270)
Net Cash flows from financing activities (2.850) (4.730) (4.098) (3.964)
Net (decrease)/ increase in cash and cash equivalents 2.392 2.201 1.389 2.755
Cash and cash equivalents at the beginning of the period 15.470 13.223 13.285 10.529
Effect from foreign exchange differences 158 46 0 0
Cash and cash equivalents at the end of the period 18.021 15.470 14.673 13.285

The accompanying notes constitute an inseparable part of the financial statements.

Annual Financial Report of financial year 2020 (January 1st – December 31st 2020)

1. General Information on the Company and Group

The Group operates in the sector of producing flexible plastic packaging items mainly for the food industry but also for other advanced special applications.

The Company "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY" (hereafter mentioned as "the Company" or "FLEXOPACK") is specifically active in the production of flexible plastic packaging materials that broadly appeal to many sectors, the most important of which is the food packaging sector. The Company has developed advanced know-how in the production of multiple layer packing films, holding the leading position in the Greek market as the competition comes from a limited number of companies that are active abroad.

The Company was initially established as a General Partnership in 1979 in Koropi Attica. In 1998 it is converted from a General Partnership to a Société Anonyme, its current form, under the corporate name "FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY", according to L. 1297/1972 and C.L. 2190/1920 (Gov. Gazette 11/5.1.1989, S.A. and L.T.D. issue). The company's base (constitutive and administrative) is located at the Municipality of Koropi Attica, at the location Tzima (Postal Code 194 00, tel.: + 30 210 6680000) and is registered in the General Commercial Registry with GEMI number 582101000.

The duration of the Company is indefinite.

The Company's building facilities are located at the Tzima position in Koropi Attica, in two self-owned plots with a total area of 29.432 sq. m. The total useful area of the building facilities amounts to 25.700 sq.m.

The Company within the year 2020 proceeded to the purchase of three land plots which are adjacent to its existing facilities in Tzima Location of the Municipality of Kropia, with a total area of 14.160 sq.m., in order to proceed in the future with the construction of an industrial building to expand its production facilities. After the above purchases, the total area of land plots of the company amount to 43.592 sq.m..

From September 1995, the Company operates and is a holder of the ISO 9001 quality assurance certificate for research, development, production, distribution and technical support of its products. The aforementioned certificate has been granted to the Company from the company Βureau Veritas.

Furthermore, in April 2003 the Company was certified with the new hygiene standard, the British Retail Consortium (BRC). This standard – with pan European recognition – introduces very high hygiene, products security and quality demands.

The Company's shares are listed and traded on the Athens Exchange from April 1996 (OASIS Code: ΦΛΕΞΟ).

2.Basis for the preparation of the financial statements

The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of December 31st 2020 covering the period from January 1st up to December 31st 2020 have been prepared in accordance with the International Financial Reporting Standards (IFRS), as such have been adopted by the European Union.

Also, the financial statements have been prepared based on a) the historic cost principle apart from the Provision for personnel indemnities, derivative financial instruments and stock options where the valuation was made at fair and b) the going concern principle.

The consolidated Financial statements of the Company include the Financial statements of the parent Company FLEXOPACK PLASTICS SA, as well as those of its subsidiaries mentioned in the following section 3.1.1 Group Structure and methods of companies' consolidation.

The Financial statements are expressed in thousand euro.

It is noted that any differences in summations of the accompanying financial statements and analysis are due to rounding.

Wherever it was deemed appropriate, the comparative financial accounts and items have been reclassified in order to be aligned with any changes made in the presentation of the items of the current year.

The accounting principles, based on which the accompanying financial statements have been prepared and which the Group applies systematically, are consistent with those applied in the previous financial year.

2.1Adoption of New and Revised International Standards

Α. New Standards, Interpretations, Revisions and Amendments to Existing Standards which have entered into force and have been adopted by the European Union

The following new Standards, Interpretations and amendments to Standards have been adopted by the International Accounting Standards Board (IASB), have been adopted by the European Union and are mandatory from 01/01/2020 onwards.

• Revision of Conceptual Framework for Financial Reporting (applies for annual periods beginning on or after 01/01/2020)

In March 2018, the IASB reviewed the Conceptual Framework of the Financial Reporting, with the aim of incorporating important issues that were not covered, as well as updating and clarifying specific guidance. The revised Conceptual Framework for Financial Reporting includes a new chapter on measurement, which analyzes the concept of measurement, including factors to consider when selecting a measurement basis, issues related to presentation and disclosure in the Financial Statements and financial statements regarding the de-recognition of assets and liabilities from the Financial Statements. Furthermore, the revised Conceptual Framework for Financial Reporting includes improved definitions of assets and liabilities, guidance to assist in the application of these definitions, updating of criteria for the recognition of assets and liabilities, as well as clarifications on areas such as management roles, conservatism and measurement of uncertainty in financial information. The amendments have no effect on the consolidated and separate Financial Statements.

Amendments to References to the Conceptual Framework for Financial Reporting (applies for annual periods beginning on or after 01/01/2020)

In March 2018, the IASB issued Amendments to References to the Conceptual Framework for Financial Reporting, following its revision. Some Standards include explicit references to earlier versions of the Conceptual Framework for Financial Reporting. The purpose of these amendments is to update the above references and support the transition to the revised Conceptual Framework for Financial Reporting. The amendments have no effect on the consolidated and separate Financial Statements.

Amendments to IAS 1 and IAS 8: "Definition of Material" (effective for annual periods beginning on or after 01/01/2020)

In October 2018, the IASB issued amendments to the definition of material to make it easier for companies to make a judgment with regard to the definition of material. The definition of material helps companies decide what information should be included in their Financial Statements. The new

definition amends IAS 1 and IAS 8. The amendments clarify the definition of material and how it should be applied, and they also include in the definition guidance which has hitherto been incorporated in other Standards. The amendments have no effect on the consolidated and separate Financial Statements.

• Amendments to IFRS 9, IAS 39 and IFRS 7: "Interest Rate Benchmark Reform" (effective for annual periods beginning on or after 01/01/2020)

In September 2019, the IASB issued amendments to certain requirements of specific hedge accounting operations in order to mitigate any effects arising from the uncertainty surrounding the Interest Rate Benchmark Reform. The amendments were designed to support the provision of useful financial information from companies during the period of uncertainty resulting from the phasing out of interest rate benchmarks, such as interbank interest rates. In addition, companies are required to provide additional information to investors regarding hedging relationships that are directly affected by these conditions of uncertainty. The amendments have no effect on the consolidated and separate Financial Statements.

Amendments to IFRS 3: "Definition of a Business" (effective for annual periods beginning on or after 01/01/2020)

In October 2018, the IASB issued limited-purpose amendments to IFRS 3 to improve the definition of a business. The amendments will assist companies determine whether an acquisition is a business combination or an acquisition of assets. The amended definition indicates that the outflow of a business is to provide goods and services to customers, while the previous definition focused on returns in the form of dividends, lower costs or other financial benefits to investors and third parties. In addition to amending the definition of a business, the IASB provides additional guidance through this version. The amendments have / do not have an effect on the consolidated and separate Financial Statements.

• Amendments to IFRS 16 "Leases" regarding Covid-19-Related Rent Concessions (effective for annual periods beginning on or after 01/06/2020)

In May 2020, the IASB issued amendments to IFRS 16 which allows the lessee not to assess whether a Covid-19-related lease is classified as a lease amendment. More specifically, the amendments clarify that in the event that certain conditions are met, lessees are not required to assess whether specific leases related to Covid-19 constitute lease amendments. Lessees applying this practice will, on the other hand, adopt an accounting treatment for these leases as non-leasing amendments. The above applies to lease concessions related to Covid-19, which reduce lease payments due, on or before June 30, 2021.The amendments have no effect on the consolidated and corporate Financial Statements.

Β. New Standards, Interpretations, Revisions and Amendments to Existing Standards which have not yet entered into force or have not been adopted by the European Union

The following new Standards, Interpretations and Amendments to Standards have been issued by the International Accounting Standards Board (IASB), but have either not yet entered into force or have not been adopted by the European Union.

• Amendments to IFRS 4 "Insurance Contracts" - deferral of effective date of IFRS 9 (effective for annual periods beginning on or after 01/01/2021)

In June 2020, the IASB issued amendments based on which the date of initial application of IFRS 17 is postponed for two years, i.e. it will apply for annual periods beginning on or after 1 January 2023. As a result, the IASB also made Extension of the specified date for the temporary exemption from the

application of IFRS 9 "Financial Instruments" contained in IFRS 4 "Insurance Contracts", resulting in entities being required to apply IFRS 9 for annual periods beginning on or after on January 1, 2023. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any.

The above have been adopted by the European Union with effect from 01/01/2021.

• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: "Interest Rate Benchmark Reform - Phase 2" (effective for annual periods beginning on or after 01/01/2021)

In August 2020, the IASB completed the evaluation and response process to the reform of interbank interest rates and other interest rate benchmarks by issuing a series of amendments to five Standards. The amendments complement those issued in 2019 and focus on the impact on the Financial Statements when a company replaces the old benchmark rate with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in contractual cash flows, how it will account for a change in hedging relationships as a result of the restructuring, and the related information that it will need to disclose. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have been adopted by the European Union with a date of entry into force on 01/01/2021.

• Amendments to IFRS 16 "Leases":Covid-19 Related Lease Concessions after June 30, 2021 (effective for annual periods beginning on or after 01/04/2021)

In March 2021, the IASB issued amendments to the practical application of IFRS 16 extending the period of application by one year to include Covid-19-related lease concessions which reduce payments of leases that become payable on or before June 30, 2022. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have not been adopted by the European Union.

• Amendments to IFRS 3 "Business Combinations", IAS 16 "Property, Plant and Equipment", IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" and "Annual Improvements 2018 - 2020" (effective for annual periods beginning on or after on 01/01/2022)

In May 2020, the IASB issued a series of amendments, including limited-purpose amendments to three Standards, as well as the Board's Annual Improvements. These amendments provide clarification regarding the wording of the Standards or correct minor consequences, omissions or conflicts between the requirements of the Standards. More specifically:

  • The amendments to IFRS 3 "Business Combinations" update a reference to IFRS 3 in the Conceptual Framework for the Financial Reporting without amending the accounting requirements for business combinations.
  • The amendments to IAS 16 "Property, Plant and Equipment" prohibit a company from deducting from the cost of fixed assets amounts received from the sale of items produced during the preparation of such fixed assets to be ready for use. Instead, the company recognizes these sales revenues and related costs in the Income Statement.
  • The amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" determine the costs that a company should incur when assessing whether a contract is loss-making.
  • The Annual Improvements of IFRS Cycle 2018-2020 make minor amendments to IFRS 1 "Firsttime Adoption of International Financial Reporting Standards", IFRS 9 "Financial Instruments", IAS 41 "Agriculture" and in the Explanatory Examples accompanying IFRS 16 "Leases".

The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have not been adopted by the European Union.

• IFRS 17 "Insurance Contracts" (effective for annual periods beginning on or after 01/01/2023)

In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an intermediate Standard, IFRS 4. The purpose of the IASB project was to develop a single principle-based standard for accounting for all types of insurance contracts, including reinsurance contracts held by an insurance company. A single Principle-based Standard will enhance the comparability of financial reporting between financial entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply with regard to the financial information related to the insurance contracts it issues and its reinsurance contracts. In addition, in June 2020, the IASB issued amendments, which, however, do not affect the fundamental principles introduced when IFRS 17 was originally adopted. The amendments are designed to reduce costs by simplifying certain requirements of the Standard, leading to a more easily explained financial performance, as well as to facilitate the transition by postponing the date of application of the Standard for 2023, while providing additional assistance to reduce the effort required during the first application of the Standard. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have not been adopted by the European Union.

• Amendments to IAS 1 "Classification of Liabilities as Short-Term or Long-Term" (effective for annual periods beginning on or after 01/01/2023)

In January 2020, the IASB issued amendments to IAS 1 that affect the presentation requirements concerning liabilities. In particular, the amendments clarify one of the criteria for classifying a liability as long-term, the requirement for an entity to have the right to defer the settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) clarification that an entity's right to defer settlement should exist at the reporting date; (b) clarification that the liability classification is not affected by management 's intentions or expectations regarding the exercise of the deferral; (c) explain how lending conditions affect the classification; and (d) clarify the requirements relating to the classification of liabilities of an entity that it is going, or it is likely, to settle through the issue of its own equity instruments. In addition, in July 2020, the IASB issued an amendment to postpone by one year the effective date of the amendment originally issued in IAS 1, as a result of the spread of the Covid-19 pandemic. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have not been adopted by the European Union.

• Amendments to IAS 1 "Presentation of Financial Statements" (effective for annual periods beginning on or after 01/01/2023)

In February 2021, the IASB issued limited-purpose amendments relating to disclosures in accounting policies. The purpose of the amendments is to improve the disclosures of accounting policies in order to provide more useful information to investors and other users of the Financial Statements. More specifically, the amendments require the disclosure of important information relating to accounting policies, rather than the disclosure of significant accounting policies. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have not been adopted by the European Union.

• Amendments to IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates" (effective for annual periods beginning on or after 01/01/2023)

In February 2021, the IASB issued limited-purpose amendments that clarify the difference between a change in accounting estimate and a change in accounting policy. This distinction is important, as the change in accounting estimate is applied without retroactive effect and only for future transactions and other future events, in contrast to the change in accounting policy that has retroactive effect and

applies to transactions and other events of the past. The Group will consider the impact of all of the above on its Financial Statements, although they are not expected to have any. The above have not been adopted by the European Union.

2.2Significant accounting judgments, estimations and assumptions

The preparation of financial statements according to IFRS requires management to make decisions, perform estimations and use assumptions that affect the amounts presented in the financial statements, the assets, liabilities, as well as the disclosure of contingent assets and liabilities during the preparation date of the financial statements and the published income and expenses amounts for the reporting period. The actual results may differ from such estimations.

Estimations and judgments by the Management are continuously evaluated and are based on empirical data and other factors, such as expectations for future events considered probable under specific conditions.

Specific amounts which are included or affect the financial statements, and the relevant disclosures, must be estimated. During the estimations, assumptions must be created as regards to the values or conditions that cannot be known with certainty during the preparation period of the financial statements. An important accounting estimation is considered as one that is important for the depiction of the company's financial position and results and demands the most difficult, subjective or complicated judgments by management, often as a result of the need to create estimations regarding the effect of assumptions which are uncertain. The Group evaluates such estimations on a constant basis, based on the results of the past and based on experience, meetings with specialists, trends and other methods that are considered appropriate under the specific circumstances.

The significant accounting judgments, estimations and assumptions that refer to data, the evolution of which could affect the financial statements' accounts, are the following.

Estimated impairment of the value of investments in subsidiaries and associates

The Group, with the exception of goodwill which is being tested for impairment on annual basis, performs the relevant impairment audit of its investments' value when events or conditions increase the probability of such impairment. The recovered amounts of the cash flow generating units have been estimated according to the calculations of the value in use. For the calculation of the value in use, the estimated future cash flows are discounted into present value with the use of a discount factor.

The determination of the future flows is performed after in-depth analysis and estimates by the management with regard to the level of future profitability as well as the assessment of the existing conditions in the market. The basic assumptions which are being utilized are related to the following factors: Discount rate, levels of sales in the next 5-year period, gross profit margin and growth rate after the 5-year period.

The above calculations require the use of estimates.

Useful life of tangible fixed assets

Fixed assets are being depreciated along their estimated economic life.

The Management makes certain estimations regarding the useful life of depreciated fixed assets.

Provisions for impairment of trade receivables

The Group makes provisions for doubtful receivables in relation to certain customers when there is evidence or when there are certain elements which indicate that the cash collection with regard to a particular claim is not likely to occur. The Management of the Group proceeds with a periodical reassessment of the adequacy of the provision regarding the doubtful receivables in relation to its credit policy and according to the data of the Group's Legal Department. These data derive from the processing of historical information and from recent developments concerning cases under examination.

Income taxes of tax un-audited financial years

The provision for income tax requires judgment and is calculated by estimating the taxes that will be paid to the tax authorities.

There are many transactions and calculations which render the final determination of the tax uncertain. The Company recognizes liabilities from expected tax audits, based on estimates of whether or not additional taxes will be imposed. If the final outcome of the audit is different from the initially recognized, then the difference will affect the income tax of the period.

Recovery of deferred tax receivables

A deferred tax receivable is recognized for unutilized tax losses to the extent that there will be sufficient taxable earnings in future in order to be offset with these tax losses. For the determination of the amount of the deferred tax receivable which may be recognized there is the requirement of judgments and estimations that must be made by the Group's Management. These are based on the future taxable earnings in combination with the tax policies that will be followed in the future.

Obsolescence of inventories

Appropriate provisions are being performed for obsolete and useless inventories whenever it is deemed appropriate and necessary. The reductions of the inventory value at the net liquidation value and the other losses from the inventories are recorded in the statement of results during the period when they appear.

3.Basic accounting principles

The accounting principles based on which the accompanying financial statements have been prepared, and which are consistently applied by the Group, are presented as follows.

3.1 Consolidation

Subsidiaries

All companies that are managed or controlled, directly or indirectly, by another company (parent) either through the holding of majority voting rights in the undertaking or, in the case where there is no majority shareholding, through agreement of the Company with the other shareholders in the undertaking. That is to say that subsidiaries are companies in which control is exercised by the parent. Subsidiaries are consolidated completely (full consolidation) with the purchase method from the date that control over them is acquired and cease to be consolidated from the date that this control no longer exists.

The acquisition cost of a subsidiary is the fair value of the assets given as consideration, the shares issued and the liabilities undertaken on the date of the acquisition plus any costs directly associated with the transaction. The acquisition cost over and above the fair value of the individual assets acquired is booked as goodwill. If the total cost of the acquisition is lower than the fair value of the individual assets acquired, the difference is immediately booked directly in the results.

Inter-company transactions, balances and unrealized profits from transactions between Group companies are written-off. Unrealized losses are also eliminated except if the transaction provides indication of impairment of the transferred asset.

The participations in subsidiaries, are measured at acquisition cost minus any impairment losses in the Company's financial statements.

The accounting principles of subsidiaries have been adjusted when deemed necessary in order to ensure consistency with the accounting principles adopted by the Group. The preparation date of the financial statements of subsidiaries coincides with that of the parent Company.

Non-controlling interests represents the percentage of profit or loss and equity that don't correspond to the Group and are presented separately in the consolidated income statements as well as in a separate line in equity in the consolidated statement of Financial Position.

Associate companies

Associates are companies on which the Group can exercise significant influence but not control. The assumptions used by the group imply that a holding of between 20% and 50% of a company's voting rights suggests significant influence on the company. In the Financial statements of the Company, investments in associates are measured at acquisition cost minus impairment losses, while in the consolidated financial statements associates are consolidated with the equity method.

The Group's share in the profit or losses of associate companies after the acquisition is recognized in the results, while the share of changes in reserves after the acquisition is recognized in reserves. When the Group's share in the losses of an associate is equal or larger than its participation in the associate, including any other doubtful debts, the Group does not recognize any further losses, except if it has covered liabilities or made payments on behalf of the associate company.

Unrealized profits from transactions between the Group and its associates are eliminated according to the percentage of the Group's holding in the associates. The accounting principles of the associates have been amended so as to conform to those adopted by the Group.

3.1.1 Group Structure and consolidation method of companies

The Group's companies with the respective addresses, and percentages by which the Group participates in their share capital, as well as the respective consolidation method in the consolidated financial statements, are presented below.

Name Domicile Activity %
Participation
31/12/2020
%
Participation
31/12/2019
Type of
Participation
Relationship
that dictated
the
consolidation
Year of
Acquisition
-
Establishm
ent
Subsidiary Companies via Full Consolidation Method
FLEXOPACK AEBE Koropi - Attica Production - Flexible
plastic packaging
Parent Parent
The
Malbork Production - Flexible participation
FLEXOPACK POLSKA Sp. Zo.o Poland plastic packaging 100 100 Direct percentage 2007
The
Belgrade Trading - Flexible participation
FLEXOSYSTEMS LTD Serbia plastic packaging 100 100 Direct percentage 2010
The
FLEXOPACK INTERNATIONAL Larnaca participation
LIMITED Cyprus Holding company 100 100 Direct percentage 2014
Trading -
Brisbane Manufacturing
Flexible plastic
The
participation
FLEXOPACK PTY LTD Australia packaging 100 100 Indirect percentage 2014
The
Auckland New Trading - Flexible participation
FLEXOPACK ΝΖ LIMITED Zealand plastic packaging 100 100 Indirect percentage 2016
The
FLEXOPACK TRADE AND Norwich Trading - Flexible participation
SERVICES UK LIMITED England plastic packaging 100 100 Indirect percentage 2014
The
FLEXOPACK PROPERTIES PTY Brisbane participation
LTD Australia Property portfolio 100 100 Indirect percentage 2017
The
Trading - Flexible participation
FLEXOPACK FRANCE Lyon France plastic packaging 100 100 Indirect percentage 2018
The
Trading - Flexible participation
FLEXOPACK USA, INC. Delaware-USA plastic packaging 100 - Indirect percentage 2020

Subsidiaries "FLEXOPACK PTY LTD", "FLEXOPACK PROPERTIES PTY LTD", "FLEXOPACK TRADE AND SERVICES UK LIMITED", "FLEXOPACK FRANCE" and "FLEXOPACK USA", are fully controlled from the Cypriot subsidiary «FLEXOPACK INTERNATIONAL LIMITED» which is fully owned (100%) by the parent company "FLEXOPACK PLASTICS SA".

The subsidiary company «FLEXOPACK ΝΖ LIMITED», is fully controlled by «FLEXOPACK PTY LTD».

Associate Companies via Equity Consolidation Method
Production - Flexible
VLACHOU BROS SA Koropi - Attica plastic packaging 47,71 47,71 Direct 2001
Production - Rigid
ΙΝΟVA PLASTICS SA Thiva plastic packaging 50,00 50,00 Direct 2001

3.2 Operation and presentation currency and foreign currency translation

Euro is the Group's and Company's presentation and operation currency. Foreign exchange transactions are translated to euro based on the exchange rates in effect at the transaction dates. At the date when the financial statements are prepared, receivables and liabilities in foreign currency are translated in order to reflect the foreign exchange rates at the balance sheet date.

Profit and losses deriving from transactions in foreign currencies as well as from the valuation of foreign currency units at the end of the year are included in the income statement, with the exclusion of transactions that fulfill the conditions of cash flow hedging, which are depicted in the statement of

comprehensive income.

The operating currency of the foreign subsidiaries is also the official currency of the country which each company operates in. For foreign subsidiaries which do not operate in the euro area, the conversion of their financial statements will be as follows.

Assets and liabilities are translated with the exchange rates in effect during the date of the statement of Financial Position.

Equity is translated with the exchange rates in effect during the dates when such resulted.

Income and expenses are translated with the average exchange rate during the period. The resulting foreign exchange differences from the above translation are registered in the statement of comprehensive income until the sale, write-off of a subsidiary, when such are transferred to the results for the year.

3.3 Tangible fixed assets

Tangible fixed assets are reported in the financial statements at acquisition cost, less accumulated depreciations and any accumulated impairment losses. The acquisition cost includes all the directly attributable expenses for the acquisition of the assets.

Subsequent expenditure is added to the carrying value of the assets or is booked as a separate asset only if it is probable that future economic benefits will flow to the Group and their cost can be accurately measured.

The cost of repairs and maintenance is booked in the results when such are realized.

Tangible assets under construction include fixed assets under construction and are presented at cost.

Tangible assets under construction are not depreciated until the asset is completed and ready for its intended productive operation.

Land is not depreciated. Depreciation of other tangible fixed assets is calculated using the straight line method over their useful lives, as follows:

  • Buildings: 25 years
  • Mechanical equipment: 8-15 years
  • Vehicles: 5-10 years
  • Other equipment: 3-10 years

Upon sale of tangible fixed assets, any difference between the proceeds and the carrying value are booked as profit or loss in the results.

3.4 Goodwill

Goodwill is the difference between acquisition cost and the net assets that were acquired during the acquisition date of the subsidiary company. The resulting acquisition expenses are accounted for in expenses. The Company during the acquisition date recognizes the goodwill that resulted from the acquisition, presenting such as an asset at cost. Following initial recognition, goodwill is valued at acquisition cost less the cumulative losses due to impairment. Goodwill is not amortized however it is reviewed annually for any impairment, or even more frequently if there are events that indicate loss. Impairment losses related to goodwill cannot be reversed in subsequent periods.

In the case where the fair value of equity during the acquisition date of a company is larger than the price paid for its acquisition then a negative goodwill (income) is recorded directly as income in the income statement.

3.5 Intangible assets

Intangible assets are presented in the financial statements at acquisition cost minus accumulated amortization and any accumulated impairment losses.

Amortization is calculated with the straight line method through the duration of their useful economic life.

Intangible assets comprise know-how rights, patents, cost for the development of new products and software licenses.

a) Know-how rights concern the purchase of a patent right and of all the applications of the patent of the patent right group based on the "multiple layer heat-shrinkable packing film", with all the rights and obligations stemming thereof. The initial recognition of the intangible asset has been done at cost (contractual consideration for purchase) which is reduced on an annual basis through amortization. The useful life of the intangible asset has been estimated by the Management at 20 years. It is noted that this right may become the object of a trade in the future.

b) Cost for the development of patents related to various products such as multiple-layer packing film, which are exported to various countries and amortized based on their useful life as this is estimated by Management at 20 years. The initial recognition is made at acquisition cost which is reduced annually through amortization.

c) Expenses related directly to research, which includes the cost of raw materials used. The cost of inhouse research of products is recognized as an intangible asset. Until the completion of the research, assets are subject to impairment reviews. Amortization begins with the completion of the asset and is calculated based on the straight line method. The useful life of the above intangibles is estimated by Management at 10 years.

The expenses related to research activities are recognized as expenses during the period. Expenses realized during the research phase of a new product are recognized as intangible assets if the following are met:

  • the technical viability of the under development product for internal use or sale may be proven.
  • the intangible asset will create potential future benefits from the internal use or sale.

• there are adequate and available technical, economic and other resources for the completion of its development and

• the value of intangible asset may be reliably estimated.

d) Software: Software licenses are valued at acquisition cost less amortization. Amortization is effected using the straight line method throughout the useful life of these assets which ranges from 1 to 10 years.

3.6 Impairment of Assets

The Group examines at each date of the annual financial statements whether and to what extent there are indications that the value of an asset may be impaired. Apart from goodwill and intangible assets with an indefinite economic life, which are reviewed for impairment annually, the carrying values of other assets are subject to an impairment review when events or changing conditions imply that their carrying value may not be recoverable. The impairment loss of an asset is recorded as an expense in the income statement when the net book value of the asset is higher than its recoverable value. The recoverable value is defined as the highest between the fair value less the cost of sale and the value in use of the asset. Fair value less the cost of sale is the amount that can be received from the sale of an asset in the context of a bilateral agreement where both parties have full knowledge and proceed on their own will, after the deduction of any additional direct cost for the sale of the asset. Value in use is the present value of the estimated future cash flows expected to be generated as result of the asset's constant use and sale at the end of its useful life. For the purposes of determining the impairment, assets are grouped at the lowest possible level for which separate cash flows can be determined.

3.7 Trade receivables and other receivables

The trade and other receivables are initially recognized at fair value and in a later stage are valued at their net cost, after the deduction of any impairment losses. The impairment losses are recognized whenever there is objective evidence that the Group is not in position to collect the entire amounts which are due according to the contractual terms. The amount of impairment is the difference between the book value of the receivables and the present value of the estimated future cash flows.

Regarding the provision for expected credit losses, the Group applies the simplified approach of IFRS 9 by measuring the loss provision at an amount equal to the expected lifetime credit losses for all trade receivables and other receivables from customer contracts.

The amount of the provision is recorded as an expense in the statement of results.

3.8 Inventories

Inventories include raw and auxiliary materials, packaging items, consumables, spare parts, finished and semi-finished products and merchandise.

The cost of inventories includes all the purchasing and manufacturing expenses as well as the expenses that were realized in order to render the inventory at its current position and condition. The cost of inventories does not include financial expenses.

At the balance sheet date, inventories are valued at the lower of acquisition cost and net realizable value. Net realizable value is the estimated sales price during the normal course of business of the company less any relevant sales expenses.

The cost of inventories is defined by the weighted average method.

With regard to obsolete and scrap inventory, relevant provisions are formed and the corresponding losses are recorded in the statement of income during the period they arise.

3.9 Cash & cash equivalents

Cash and cash equivalents include cash in the bank and in hand as well as short term time deposits. Cash & cash equivalents have negligible market risk.

3.10 Suppliers and related liabilities

The trade liabilities are initially recognized at fair value and in later stage are being valued according to the net cost method via the utilization of the effective interest rate.

3.11 Financial Assets and Financial Liabilities

Initial recognition and subsequent measurement of financial assets

As of 1 January 2019, in accordance with IFRS 9, the following two items are used as the basis for the classification of financial assets.

(a) the concept of an entity's business model for the management of financial assets as determined by key management personnel (in accordance with the definitions in IAS 24); and

(b) the characteristics of the contractual cash flows of the financial asset.

Each financial asset is classified into one of three categories:

(a) at amortized cost, when it is withheld for the purpose of collecting conventional cash flows on specific dates consisting of the repayment of capital and interest.

(b) at fair value through other comprehensive income, when it is withheld for the purpose of collecting conventional cash flows or for the purpose of selling it.

(c) at fair value through profit or loss, provided that it does not fall into any of the above two categories.

Financial assets recognized at amortized cost are subsequently measured using the effective interest method and are tested for impairment. Profits and losses are recognized in profit or loss when the asset ceases to be recognized, modified or impaired.

Financial assets of the Group and the Company that are valued at amortized cost include customer receivables and other receivables.

The Group and the Company as at 31/12/2019 did not hold financial assets measured at fair value through other comprehensive income measured at fair value through profit or loss.

Impairment of financial assets

The Group and the Company assess, at each reporting date, whether the value of a financial asset or a group of financial assets has been impaired as follows:

A provision for impairment against expected credit losses for all financial assets that are not measured at fair value through profit or loss is recognized.

Expected credit losses are based on the difference between all contractual cash flows payable under the contract and all cash flows that the Group or the Company expects to receive, discounted at the approximate original effective interest rate.

For corporate receivables and other receivables, the Group and the Company apply the simplified approach for calculating the expected credit losses, i.e. at each reporting date, measure the provision for a financial instrument for an amount equal to the expected credit loss, throughout their life without monitoring the changes in credit risk.

Derecognition of financial assets

A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized when:

  • the rights to the inflow of cash resources have expired

-The Group or the Company retains the right to receive cash flows from that asset but has also undertaken to pay them to third parties in full without undue delay in the form of a transfer agreement;

-The Group or the Company has transferred the right to receive cash flows from that asset while either (a) it has transferred substantially all the risks and rewards thereof or (b) has not transferred substantially all the risks and rewards , but has passed the control of that item.

Initial recognition and subsequent measurement of financial liabilities

Financial liabilities may be classified into two categories:

(a) Financial liabilities measured at fair value through profit or loss, and

(b) Financial liabilities measured at amortized cost.

They are initially measured at their fair value less the cost of trade, in the case of loans and payables.

Financial liabilities of the Group and the Company consist of bank loans, liabilities to suppliers and related liabilities and subsequently from initial recognition are measured at amortized cost using the effective interest method.

Derecognition of financial liabilities

A financial liability is derecognized when the commitment resulting from the obligation is canceled or expires. When an existing Financial Liability is replaced by another by the same Lender but under substantially different terms or the terms of an existing liability are substantially amended, such exchange or amendment is treated as a derecognition of the original liability and recognition of a new liability. The difference in the respective book values is recognized in the income statement.

Offsetting of financial receivables and liabilities

Financial assets and liabilities are offset and the net amount is reflected in the statement of Financial Position only when the Group or the Company legally holds that right and intends to offset them on a net basis with each other or to claim the asset and settle the obligation at the same time. The statutory right should not depend on future events and should be capable of being executed in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

3.12 Financial Derivatives

The financial derivatives are initially recorded at fair value during the transaction date and subsequently are valued at fair value. Changes in fair value are recorded in the results unless hedge accounting is applied. The fair value of financial derivatives is defined by the price of such in an active market, or by using valuation techniques in cases where there is no active market for such instruments.

Derivatives are classified as financial assets when their fair value is positive and as financial liabilities when their fair value is negative.

The gains or losses resulting from changes in the fair value of derivatives are accounted for directly in the statement of results, except for the effective part of the cash flow hedging, which is recognized in the statement of other comprehensive income and then it is transferred to the results of the year when the prospective transaction is finally recognized in the statement of results.

For the purposes of hedge accounting, the hedging actions are classified as follows:

• Hedging of fair value, when the risk is adjusted to changes in the fair value of an asset or liability or an unrecognized corporate commitment.

• Cash flow hedging when the risk of cash flow variability is adjusted in relation to a recognized asset or liability, or in relation to an extremely probable transaction.

• Hedging for net investment in foreign subsidiaries.

During the initial recognition of the transaction, the Group shall record in detail the relationship between the hedging and the hedged item, as well as the purpose and the risk management strategy that is served through the agreement of the hedging.

The documentation includes the determination of the hedging and the hedged item or transaction, the nature of the risk that is being hedged and the way in which the company will evaluate the effectiveness of the changes at fair value of the hedging instrument for the offset of the risk due to changes in the fair value of the hedged item, meaning the cash flows relating to the hedged risk.

These compensations are expected to be extremely effective in achieving offsetting changes in fair value or cash flows and are constantly being assessed to determine their effectiveness throughout the years for which they have been set. The fair value of a derivative as a hedging instrument is recorded either as a non-current asset or as a long-term liability, when the remainder of the period until maturity is greater than 12 months, or as an asset or short-term liability if the remainder of the period until maturity is less than 12 months.

3.13 Share capital

The share capital depicts the nominal value of the common shares issued and outstanding. The price paid above nominal value per share is recorded in the account "Share Premium" in Equity. Direct expenses paid for the issuance of new shares or rights are recorded in equity as a deduction from the amounts of the issue.

3.14 Loans

Loans are initially recognized at cost, namely at the fair value of the amount received, less any possible direct costs for the realization of the transaction. Subsequently, loans are valued at net book cost based on the effective interest rate method. The borrowing cost is recognized in the results of the period when such is realized.

Borrowing cost that is directly linked to the purchase or construction of an asset, which requires a significant period in order to render such ready for use, is capitalized as part of the asset's acquisition cost. From the beginning of the fixed asset's production operation and after, the loan's interest are charged in the results.

Loan liabilities are classified as short-term except for the cases where the Group has the right to postpone the payment of the liability for at least 12 months after the date of the annual financial statements.

3.15 Income tax (Current and deferred)

The period's charge for income tax consists of the current tax and the deferred taxes, i.e. the tax charges or tax credits that are associated with economic benefits accruing in the period but which have been or will be assessed by the tax authorities in different periods.

The income expense stands for the sum of the currently payable tax and the deferred tax, plus any additional tax from previous years' tax audit.

The tax burden of the current year is based on the year's taxable profit. The taxable profit differs from the net accounting profit appearing in the results since it excludes income or expenses which are taxed or which are tax deductible in other years and since also it excludes items which are never being taxed or being tax deductible. The tax is calculated according to the effective tax rates or those which have been enforced at the date of the Statement of the Financial Position.

Deferred income tax is determined according to the liability method which results from the temporary differences between the book value and the tax base of assets and liabilities.

Deferred tax assets and liabilities are valued based on the tax rates that are expected to be in effect during the period in which the asset or liability will be settled, taking into consideration the tax rates (and tax laws) that have been put into effect or are essentially in effect up during the date of the annual financial statements.

Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against the temporary difference that creates the deferred tax asset.

The Group proceeds with offsetting entries between tax receivables and tax liabilities whenever there is a legally applicable right for such action as well as whenever the deferred tax receivables and tax liabilities concern taxable income imposed by the same tax authority.

3.16 Employee benefits

Short-term benefits

Short-term employee benefits (except post-employment benefits) monetary and in kind are recognized as an expense when they accrue. Any unpaid amount is booked as a liability, while in the case where the amount paid exceeds the amount of services rendered, the company recognizes the excess amount as an asset (prepaid expense) only to the extent that the prepayment will lead to a reduction of future payments or to reimbursement.

Post-employment Benefits

According to Law 2112/20, the Company pays to employees a compensation as a lump sum due to

retirement or dismissal. The level of the paid indemnity depends on the years of service, the level of remuneration and whether it is due to retirement or dismissal.

In Greece, the indemnity payable in the case of retirement equals with 40% of the indemnity that would be payable in case of dismissal.

The relevant liability for employee indemnities recorded in the annual financial statements is the present value of the commitment for the defined benefit less the changes deriving from the nonrecognized actuarial profit and loss and the service cost. The commitment for the defined benefit is calculated by an independent actuarial officer with the use of the projected unit credit method. The liability is defined by taking into consideration several parameters such as age, service years, salary and specific obligations for paid benefits.

The provisions corresponding to the current financial year are recorded in the statement of comprehensive income.

3.17 Government Grants

The Group recognizes the government grants that cumulatively satisfy the following criteria: (a) There is reasonable certainty that the company has complied or will comply with the conditions of the grant and (b) it is certain that the amount of the grant will be received. They are booked at fair value and are systematically recognized as revenue according to the principle of matching the grants with the corresponding costs that they are subsidizing.

Grants that relate to assets are included in long-term liabilities as deferred income and are recognized systematically and rationally as revenue over the useful life of the fixed asset.

Amortization of grants is presented in "Other operating income" in the Income Statement.

3.18 Provisions for contingent claims-liabilities

Provisions constitute liabilities of uncertain time frame or amount.

Provisions are recognized when the Group has present obligations (legal or constructive) as a result of past events, their settlement through an outflow of resources is probable and the exact amount of the obligation can be reliably estimated. Provisions are reviewed at the end of each reporting period so that they may reflect the present value of the outflow that is expected to be required for the settlement of the obligation.

The provisions may differ from the possible liabilities which unlike the forecasts are not certain to be verified in the future nor can their amount be reliably measured.

Contingent liabilities are not recognized in the financial statements but are disclosed, except if the probability that there will be an outflow of resources is very small.

3.19 Recognition of income

Income includes the fair value of goods and services sold, net of Value Added Tax, discounts and returns. Inter-company income within the Group is eliminated completely.

The new IFRS 15 establishes a five-step model to measure revenue arising from contracts with customers as follows:

    1. Determination of the contract (s) with the customer.
    1. Determination of implementation obligations.
    1. Determination of the transaction price.
    1. Allocation of the transaction price to the performance obligations of the contract.
    1. Recognition of income when the Company fulfills an obligation to execute.

In accordance with IFRS 15, revenue is recognized when the customer acquires control of the goods or services by specifying the time that the control is transferred either at a given point in time or over time (usually in the provision of services).

The Group will recognize revenue in a way that reflects the transfer of the goods or services to customers to the amount it expects to be entitled to in exchange for those goods or services.

Revenue from the service is recognized at the level of the completion of the services provided at the date of the balance sheet of the total number of the services rendered and the demand is reliably secured.

Interest income is recognized on a time proportion basis using the effective interest rate.

3.20 Leases

The Group recognizes right-of-use assets and lease liabilities for operating leases relating to the lease of means of transport, mainly passenger cars and buildings at the beginning of the lease. The assets with the right of use are registered separately in the statement of Financial Position on the line "Rightof-use fixed assets".

The right of use is initially valued at the cost, which includes the amount of the initial recognition of the lease liability, any lease payments made at the beginning or before the start of the lease minus any lease incentives received, any initial direct costs and the estimation of the liability for any costs of restoring the right to use an asset.

After the initial recognition, the right of use is valued at the cost of acquisition reduced by any cumulative depreciation and impairment losses and adjusted in the event of a reassessment of the lease liability.

The right of use is amortized by the method of straight line amortization method until the end of the lease period, unless the contract provides for the transfer of ownership of the underlying asset to the Company at the end of the lease period. In this case, the right of use is amortized during the economic life of the underlying asset. In addition, the right of use is checked for impairment damages, if any, and is adjusted in cases where there is an adjustment of the lease liability.

The lease liability at initial recognition consists of the present value of future residual rent payments. The Company uses the implied lease rate to discount future leases and, where this cannot be determined, uses the lender's differential lending rate.

The differential lending interest rate of the lessee is the interest rate at which the lessee would be charged if he borrowed the necessary funds to purchase an asset of similar value to the asset with the right to use, for a similar period of time, with similar financial security and in a similar economic environment.

Lease payments incorporated in the valuation of lease liability include the following:

  • fixed payments,

  • variable payments depending on an indicator or an interest rate,

  • amounts expected to be paid on the basis of residual value guarantees,

  • the price of the exercise of the purchase right that the Company considers that it will also exercise as well as penalties for termination of the lease, if the determination of the duration of the lease has taken into account the exercise of the right of termination or denouncement by the Company.

After the start date of the lease period, the lease liability decreases with the payment of the lease, increases with the financial and economic expense and is measured constantly for any reassessments or modifications of the lease.

A revaluation is made when there is a change in future lease payments that may result from a change in an index or if there is a change in the Company's estimate of the amount expected to be paid for a residual value guarantee, a change in the lease and a change in the estimate of the right to purchase the underlying asset, if any. When the lease liability is adjusted, a corresponding adjustment is made to the book value of the right-of-use or is recorded in the results when the book value of the right-ofuse is reduced to zero.

According to the accounting policy selected by the Group, the right to use is recognized in a distinct line in the Balance Sheet entitled "Right-of-use fixed assets" and the liability to lease is recognized in the "Lease liabilities" in the categories of Long-Term and Short-Term Liabilities respectively.

The Group has selected to use the exception provided by IFRS 16 and not to recognize the right to use and the lease liability for leases not exceeding 12 months or for leases in which the underlying asset is of low value (less than 5.000 Euros when it is new).

3.21 Dividend distribution

The distribution of dividends to shareholders of the parent Company is recognized as a liability in the financial statements at the date on which the distribution is authorized by the Annual General Shareholders Meeting.

3.22 Earnings per Share

Basic earnings per share are calculated by dividing the year's net earnings corresponding to the common shareholders with the weighted average number of shares outstanding during the same year.

Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of common shares outstanding, with the effects of all potential securities convertible into ordinary shares. Stock options (Note 6.35) are the only category of potential securities convertible into common shares of the Company.

For the purposes of calculating diluted earnings per share, the exercise of stock options is taken for granted. The existing weighted number of shares outstanding is added to the difference between the number of common shares deemed to have been issued in the exercise of the stock options and the number of common shares that would have been issued at fair value.

The number of common shares that would have been issued at fair value is calculated by dividing the hypothetical receipts from the stock options by the average market price of the common shares during the reporting period.

4. Segment reporting

The Group is active in the production of flexible plastic (films) packaging materials mainly aimed at the food industry.

Given that the conditions for application of I.F.R.S. 8 "Operating Segments" are not met, and specifically the condition (b) and (c) of paragraph 5 of the Standard are not met, the Group's activities are presented as one segment.

The above conditions define that an operating segment constitutes part of the company: a) for which operating results are reviewed regularly by the "Chief Operating Decision Maker", which corresponds to the parent company's Board of Directors for the Group, in order to make decisions regarding the allocation of resources and to assess its effectiveness and b) for which separate Financial information is available.

The geographical allocation of the Group's sales and assets is presented in the following table.

GROUP

1/1-31/12/2020 GREECE EUROPE OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers 10.943 36.168 49.841 0 96.953
Total Assets 117.470 27.305 15.670 (37.620) 122.826
Purchases of Fixed Assets 5.981 168 430 0 6.579

GROUP

1/1-31/12/2019 GREECE EUROPE OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers 11.768 36.768 40.741 0 89.277
Total Assets 110.827 25.108 12.522 (35.155) 113.302
Purchases of Fixed Assets 4.733 462 456 0 5.651

5. Risk management

Given its exporting activities and particularly its high extrovert strategy, the Group operates within an intense competitive global environment. The Group's general activities create several financial and other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The Group's overall risk management program focuses on the volatility of financial markets and aims at minimizing the potential adverse effects of such volatility on the financial performance of the Group.

The Group's financial assets and financial liabilities mainly consist of cash & cash equivalents, trade receivables, loans and other receivables, as well as bank loans, liabilities from leases, liabilities towards suppliers and related liabilities.

Risk management is monitored by the finance department and is designed in the context of rules approved by the Board of Directors. The finance department defines and evaluates the financial risks related to the Group's activities and acts accordingly for the management of such, according to specific guidance and instructions received by the Board of Directors to handle each specific risk.

Ι. The usual financial risks to which the Group is exposed are as follows:

Α. Exchange rate risk

The Group operates on a global level and realizes transactions in foreign currency, mainly: a) in U.S. dollar (U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound (GBP).

The Group's exposure to foreign exchange risk mainly emerges from existing or expected cash flows in foreign currency (exports-imports), as well as from investments in foreign operations expressed in currency other than Euro, whose equity is exposed to exchange rate risk during the translation of their financial statements for consolidation purposes.

The Group's priced sales in foreign currency during the year 2020 represented 36,83% of total sales, of which 5,43% concerned sales in USD, 6,94% sales in PLN, 18,41% sales in AUD, 4,89% sales in GBP and the remaining 1,16% sales in other foreign currencies.

The Group's priced sales in foreign currency during the year 2019 represented 36,75% of total sales, of which 6,15% concerned sales in USD, 9,07% sales in PLN, 16,37% sales in AUD, 3,91% sales in GBP and the remaining 1,25% sales in other foreign currencies.

The foreign exchange risk that emanates from transactions in foreign currency according to the above is hedged via placement in foreign currency and via the use of foreign exchange futures depending on the needs each time.

The Group monitors on constant basis the movements of the above exchange rates. Despite the fact that the largest part of the carried out transactions are expressed in Euros, the particular risk, as consequence of the broader uncertainty that exists in the global environment due to the pandemic, exists and may significantly affect the results of the Group during the year 2021.

The following table presents the exposure of the Group to exchange rate risk on 31/12/2020 and more specifically the effect on the earnings before taxes and the equity of the Group in case of a 5% change in the exchange rates compared to the exchange rate of 31/12/2020, keeping all other variables constant.

More specifically, the presented changes concern the exchange rates EUR/USD, EUR/PLN, EUR/AUD and EUR/GBP.

GROUP Foreign Currency Increase /
(decrease) of
foreign currency
against €
Effect on
earnings
before taxes
Effect on
equity
Amounts for 2020 USD 5,00% 143 115
-5,00% -143 -115
PLN 5,00% 293 581
-5,00% -293 -581
AUD 5,00% 634 542
-5,00% -634 -542
GBP 5,00% 123 111
-5,00% -123 -111
Amounts for 2019 USD 5,00% 52 39
-5,00% -52 -39
PLN 5,00% 441 681
-5,00% -441 -681
AUD 5,00% 548 333
-5,00% -548 -333
GBP 5,00% 87 76
-5,00% -87 -76

Sensitivity Analysis for Foreign Exchange Changes

Β. Cash flow risk due to changes in interest rates

The Group's operating income and cash flows are influenced by changes in interest rates, but the relatively low level of bank lending in the Group and the fact that long-term bank lending has been contracted with fixed interest rates makes this risk controlled and not capable of materially affecting the Group's activity and development.

The table below shows the effect on the Group's pre-tax profits and equity on potential interest rate changes in relation to the weighted average interest rate for the year 2020, based on the Group's total borrowings at 31/12/2020.

Sensitivity Analysis of Group's Loans against changes in interest rates

GROUP Interest rate
change
Effect on earnings
before taxes
Effect on equity
Amounts for 2020 1% -150 -114
-1% 150 114
Amounts for 2019 1% -156 -119
-1% 156 119

Interest and expenses on received bank loans

C. Credit risk

The Group does not face significant credit risk until today. Trade receivables stem from a wide client base, both from Greece and mainly from abroad. The Group's turnover mainly consists of transactions with reliable and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration and relation of mutual trust in the majority of cases.

It should be noted that the Group has established and systematically applies credit control procedures that aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific sales and cash collection terms are applied, while possible security is requested when deemed necessary. To the greatest possible extent, the Group continuously and systematically monitors the performance and financial position of its customers, in order to be pro-active and to evaluate the need to take specific measures per customer, also according to the market characteristics and difficulties where each customer operates in.

No doubtful debtors exist that have not been covered by provisions for doubtful receivables.

It is also noted that the particular risk, although existing, mainly due to the impact of the Covid 19 pandemic on the global business environment, is considered for the time being as relatively limited and controllable according to the historic data possessed by the Group and in the context of the precautionary measures that have been taken and as well as the procedures that have been established.

Potential credit risk exists in both cash and cash equivalents. The risk may arise from a possible inability of the financial institution to meet its obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in relation to each financial institution.

On December 31st 2020, the maturity of trade receivables was as follows:

Trade receivables GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Up to 3 months 12.583 10.386 14.379 11.146
Between 3 and 6 months 378 387 4.930 4.839
Between 6 months and 1 year 54 55 4.547 7.227
Over 1 year 22 5 1 5
13.036 10.833 23.857 23.218
Non overdue and non-impaired 11.610 9.077 11.448 8.883
Overdue and non-impaired 1.427 1.755 12.409 14.335
Total 13.036 10.833 23.857 23.218

From the overdue and non-impaired receivables of the Company amounting to 12.409 thousand Euros of the above table, the amount of 11.588 thousand Euros refers to receivables of the parent company from subsidiaries.

D. Liquidity risk

In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet its cash liabilities.

Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also be noted that there are adequate unused credit lines with financial institutions in order to face any possible shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly seen in the domestic economy over the past years, has not yet appeared.

However, in view of the concerns regarding the course of the global economy (e.g. effects of the Covid 19 pandemic, UK exit from the European Union, deterioration of international relations), the probability cannot be excluded that the aforementioned risk affects the Group's liquidity to a controlled degree though.

The table below summarizes the maturity dates of the financial liabilities on 31 December 2020, based on the payments arising from the relevant contracts, at discounted prices.

Financial Liabilities

GROUP 2020 up to 6 months 6 to 12 months 2 to 5 years > 5 years Total
Bank Debt 2.009 1.292 10.340 1.358 14.999
Other long-term liabilities 0 0 340 0 340
Lease liabilities 322 322 474 0 1.117
Suppliers and related liabilities 14.564 519 0 0 15.083
Taxes payable 784 3.869 0 0 4.653
Total 17.679 6.001 11.154 1.358 36.192
GROUP 2019 up to 6 months 6 to 12 months 2 to 5 years > 5 years Total
Bank Debt 2.592 1.663 9.781 1.578 15.614
Other long-term liabilities 0 0 1.633 0 1.633
Lease liabilities 233 233 717 0 1.183
Suppliers and related liabilities 14.667 604 0 0 15.271
Taxes payable 19 1.931 0 0 1.950
Total 17.512 4.430 12.131 1.578 35.651

E. Risk of rising prices of raw materials

The Group is exposed to fluctuations in the prices of raw materials supplied to the international environment. These fluctuations can be caused mainly by sharp changes in the price of petroleum products or other chemicals, as well as by other reasons.

In order to deal with this risk, the inventory policy as well as the commercial policy of the Group is adjusted accordingly, so that part of this risk, as far as possible, based on the current competitive conditions, is allocated accordingly and passed on. However, in the event of a failure to substantially pass on the increase in the cost of raw materials to the price of the final product, due to the worldwide price turmoil following the pandemic, this risk is currently considered particularly significant and may adversely affect the results of the Group.

F. (Brexit) Risk related to the exit of the United Kingdom from the European Union (Brexit)

The Group operates in the United Kingdom (U.K.) both through its parent company and through its subsidiary "FLEXOPACK TRADE AND SERVICES UK LIMITED".

After the exit of the UK from the European Union (EU) on 31/1/2020 and a few days before the end of the transitional period of 11 months meaning up until 31/12/2020, the EU and the UK entered into a trade agreement which prevented an erratic exit of UK from the EU and contributed to the nonimposition of duties on shipments of goods between the European Union and the United Kingdom from 1/1/2021, when the UK withdrew from the single market and the customs union.

Following this development, the movement of goods from our country to the UK is subject to customs control and formalities from 1/1/2021 and vice versa as the UK is now considered a "Third country" and as a result is treated in the same way as the movement of goods to and from third countries.

The Group's total sales during the year 2020 in the United Kingdom amounted to 9,605 million Euros and represent a percentage of 9,91% on the consolidated turnover.

The Group's sales in pounds sterling (GBP) amounted to 4,89% of the consolidated turnover.

The Group's total sales during the year 2019 in the United Kingdom amounted to 8,85 million Euros and accounted for 9,92% of the consolidated turnover.

The group's sales priced in pounds (GBP) stood at 3,91% of consolidated turnover.

Currency risk sensitivity analysis resulting from transactions in British pounds (GBP) exists in note 5A of the annual Financial Statements.

G. Risks due to the spread of COVID-19 pandemic

The new coronavirus SARS-CoV-2, which causes the COVID-19 pandemic and was first detected in December 2019 in a region of China and has since spread around the world, has had extremely adverse effects on both global and domestic economic growth.

Despite the extraordinary and courageous measures to support and channel liquidity from national governments and central banks around the world, the blow suffered by entire sectors from the restrictive measures of governments was severe, production was negatively affected and overall demand in the economy declined.

The Management of the Group, prioritizing the protection and safety of its employees, closely monitors the developments related to the COVID-19 pandemic and takes timely and effective measures to manage the effects of the pandemic, to ensure its business continuity and smooth operation as well as to reduce the negative consequences to the least extent possible.

To ensure the health of the Company's employees and associates, the following measures have been implemented:

  • setting up an action coordination team, with the participation of the Factory Manager, production department managers and personnel management,

  • constant communication and coordination with the Occupational Physician, for the appropriate and valid briefing of all employees regarding the meticulous observance of the rules of personal hygiene and the other recommendations and instructions of EODY (National Public Health Organization),

  • personal protective equipment such as masks, gloves and antiseptics,

  • carrying out regular disinfections at the Company's premises,

  • conducting Covid tests on the personnel in collaboration with diagnostic centers,

  • installation of special thermal camera for the daily thermometry of the staff and associates and anyone entering the Company's premises,

  • placement of special separation areas and implementation of telework for a large part of the administrative personnel, as well as preventive removal of persons belonging to vulnerable groups,

  • tightening of the rules regarding the movements as well as the entry and exit of both the personnel and the associates of the Company and third parties in its facilities,

  • Prohibition of business trips unless there is a special exceptional approval of the Management.

The degree of uncertainty regarding the course and further spread of the Covid-19 pandemic remains particularly significant, and its economic impact on both the global and individual countries will depend on will depend on the duration and severity of the health crisis, the effectiveness of the vaccines, the observance of vaccination schedules and the achievement of immunity in the largest possible percentage of the population. Therefore, drawing safe quantified conclusions regarding the risks, the impact and the possible effects of this event on the commercial activity and the financial results of the Company and the Group is difficult and uncertain, while an aggravation of the above financial performance cannot be ruled out if unforeseen circumstances occur and it becomes necessary to reimpose severe restrictive measures (e.g. travel ban, suspension of business, etc.) in order to deal with the spread of the pandemic.

However, based on the data available at the time of preparation of this Report and to the extent that it can be predicted or anticipated, the Management of the Group estimates that there is no substantial

uncertainty regarding the continuation of the activity of both the parent Company and the other entities within the Group.

Η. Capital Management

The Group's objectives in relation to capital management are the smooth operation of its business activities, ensuring financing for its investment plans and the optimal allocation of capital in order to decrease the cost of capital.

For the purpose of capital management, the Group monitors the following ratio:

"Net debt to Total Employed Capital"

Net debt is calculated as total short-term and long-term interest-bearing debt minus total cash & cash equivalents.

Total employed capital is calculated as total net debt plus total equity.

For financial years ended on December 31st 2020 and 2019 respectively, the above financial ratio evolved as follows.

EUR THOUS.

Group Company
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Long-term debt obligations 11.699 11.359 9.664 10.645
Short-term bebt obligations 3.300 4.255 2.413 3.627
Total bank debt 14.999 15.614 12.077 14.273
Liabilities for Leases 1.117 1.183 676 636
Total Bank Debt 16.117 16.797 12.754 14.909
Minus : Cash and cash equivalents 18.021 15.470 14.673 13.285
Net Bank Debt (1) (1.905) 1.327 (1.919) 1.624
Total Equity (2) 83.448 74.280 85.570 77.187
Total Employed Capital (1)+(2) 81.544 75.607 83.650 78.811
Net Bank Debt / Total Employed Capital -2,3% 1,8% -2,3% 2,1%

The Group may affect its capital structure via the repayment of existing debt or the collection of new debt, via the share capital increase or capital return towards the shareholders, and also via the distribution or the non-distribution of dividends or through other money distributions.

6.Notes on the Financial Statements

6.1 Tangible fixed assets

The Group's tangible fixed assets are analyzed as follows.

GROUP

Tangible fixed assets Mechanical Vehicles,
furniture
and Other
Assets
under
constructio
Plots Buildings equipment equipment n Total
Acquisition Cost as at January 1st 2019 7.114 22.072 62.022 3.613 1.684 96.505
Accumulated Depreciations 0 (4.879) (35.974) (2.299) 0 (43.151)
Book value as at January 1st 2019 7.114 17.193 26.049 1.314 1.684 53.353
Additions 20 168 4.245 299 486 5.218
FX differences 18 43 124 8 (1) 191
Transfers 0 18 1.187 (51) (1.154) 0
Sales - Reductions 0 (25) (147) (2) 0 (174)
Depreciations of the current period 0 (825) (3.633) (322) 0 (4.780)
FX differences of depreciations 0 (9) (18) (4) 0 (30)
Depreciations of sold, written-off goods 0 25 147 3 0 175
Acquisition Cost as at December 31st 2019 7.151 22.277 67.431 3.866 1.015 101.741
Accumulated Depreciations 0 (5.689) (39.479) (2.621) 0 (47.788)
Book value as at December 31st 2019 7.151 16.589 27.952 1.245 1.015 53.952
Additions 2.615 437 1.535 367 1.377 6.331
FX differences on acquisition cost 2 (264) (486) (17) 12 (753)
Transfers 0 187 611 4 (802) 0
Sales - Reductions 0 0 (187) (31) 0 (218)
Depreciations of the current period 0 (830) (4.030) (303) 0 (5.163)
FX differences of depreciations 0 62 73 7 0 142
Depreciations of sold, written-off goods 0 0 107 31 0 138
Acquisition Cost as at December 31st 2020 9.768 22.637 68.904 4.188 1.603 107.101
Accumulated Depreciations 0 (6.457) (43.329) (2.886) 0 (52.672)
Book value as at December 31st 2020 9.768 16.180 25.575 1.303 1.603 54.429

The Company's tangible fixed assets are analyzed as follows.

COMPANY
Tangible fixed assets Mechanical Vehicles,
furniture
and Other
Assets
under
constructio
Plots Buildings equipment equipment n Total
Acquisition Cost as at January 1st 2019 5.830 18.013 51.345 2.953 1.513 79.655
Accumulated Depreciations 0 (4.063) (34.510) (1.986) 0 (40.559)
Book value as at January 1st 2019 5.830 13.950 16.836 967 1.513 39.096
Additions 0 124 3.930 249 (3) 4.300
Transfers 0 18 718 0 (736) 0
Sales - Reductions 0 0 (3) 0 0 (3)
Depreciations of the current period 0 (614) (2.689) (219) 0 (3.521)
Depreciations of sold, written-off goods 0 0 3 0 0 3
Acquisition Cost as at December 31st 2019 5.830 18.156 55.990 3.202 773 83.951
Accumulated Depreciations 0 (4.677) (37.195) (2.205) 0 (44.077)
Book value as at December 31st 2019 5.830 13.479 18.795 997 773 39.874
Additions 2.615 423 1.141 321 1.233 5.733
Transfers 0 187 347 4 (538) 0
Sales - Reductions 0 0 (187) (31) 0 (218)
Depreciations of the current period 0 (631) (3.024) (228) 0 (3.883)
Depreciations of sold, written-off goods 0 0 107 31 0 138
Acquisition Cost as at December 31st 2020 8.445 18.766 57.291 3.496 1.468 89.466
Accumulated Depreciations 0 (5.308) (40.111) (2.402) 0 (47.821)
Book value as at December 31st 2020 8.445 13.458 17.180 1.094 1.468 41.645

6.2 Goodwill

Gross book value at December 31st 2018 252
Cumulative impairment loss 0
Net book value at December 31st 2018 252
Gross book value at December 31st 2019 252
Cumulative impairment loss 0
Net book value at December 31st 2019 252
Gross book value at December 31st 2020 252
Cumulative impairment loss 0
Net book value at December 31st 2020 252

The amount of goodwill refers to the acquisition of the Polish company FLEXOPACK POLSKA Sp. z.o.o.

Impairment Review of Goodwill

For purposes of reviewing goodwill for possible impairment on 31/12/2020, the aforementioned subsidiary constitutes an individual cash flow generating unit. As regards to goodwill recognized from the

acquisition of FLEXOPACK POLAND Sp. z.o.o., the recoverable amount of such was calculated based on the "value in use", discounting its future cash flows.

The definition of the subsidiary's future cash flows took place by well-founded estimations of management for the level of the subsidiary's future profitability and by evaluating current market conditions. The basic assumptions regarding the estimation of the subsidiary's value, are as follows:

Discount rate 7,02% Average growth of turnover in the next five years 9,30% Growth rate after five-years 1,00% According to the impairment review on 31/12/2020 no impairment losses emerged for the above goodwill.

6.3 Intangible assets

The Group's and Company's intangible assets are analyzed as follows:

Intangible Assets GROUP COMPANY
Software Other
intangibles
Total Software Other
intangibles
Total
Acquisition Cost as at January 1st 2019 1.443 2.462 3.905 1.442 2.462 3.904
minus: Accumulated Amortization (908) (1.246) (2.154) (907) (1.246) (2.153)
Book value as at January 1st 2019 535 1.216 1.751 535 1.216 1.751
Additions 209 225 433 209 225 433
Amortization during the period (144) (174) (317) (144) (174) (317)
Acquisition Cost as at December 31st 2019 1.652 2.687 4.339 1.651 2.687 4.338
minus: Accumulated Amortization (1.052) (1.420) (2.471) (1.051) (1.420) (2.470)
Book value as at December 31st 2019 600 1.267 1.867 600 1.267 1.867
Additions 27 222 249 27 222 249
Amortization during the period (162) (180) (341) (162) (180) (341)
Acquisition Cost as at December 31st 2020 1.679 2.909 4.588 1.678 2.909 4.587
minus: Accumulated Amortization (1.213) (1.599) (2.813) (1.212) (1.599) (2.812)
Book value as at December 31st 2020 466 1.309 1.775 466 1.309 1.775

Other intangible assets include know-how use rights, costs incurred for the development of trading names and mainly costs for the establishment of patents on different applications of multiple layer packing films abroad. They also include cost for the development of new products with a book value of 27 thousand euro as of 31/12/2020.

6.4 Participations in Subsidiaries

In the parent financial statements, investments in subsidiaries are valued at acquisition cost. The movement of investments is analyzed as follows.

COMPANY
31/12/2020 31/12/2019
Opening balance 11.717 11.717
Share capital increase in FLEXOPACK INTERNATIONAL LIMITED 2.300 0
Closing balance 14.017 11.717

Condensed financial information on subsidiary companies

COMPANY
Establishment - Acquisition Cost
31/12/2020 31/12/2019
Direct participation
FLEXOPACK POLSKA Sp. Zo.o Poland 6.847 6.847
FLEXOSYSTEMS LTD BELGRADE Serbia 70 70
FLEXOPACK INTERNATIONAL LIMITED Cyprus 7.100
4.800
14.017 11.717
Indirect participation
FLEXOPACK PTY LTD Australia 4.638 2.813
FLEXOPACK TRADE AND SERVICES UK LIMITED England 200 200
FLEXOPACK ΝΖ LIMITED New Zealand 0 0
FLEXOPACK PROPERTIES PTY LTD Australia 1.383 1.383
FLEXOPACK FRANCE FRANCE 450 250
FLEXOPACK USA, INC. USA 153 0

The subsidiary companies FLEXOPACK PTY LTD, FLEXOPACK TRADE AND SERVICES UK LIMITED, FLEXOPACK PROPERTIES PTY LTD, FLEXOPACKFRANCE and FLEXOPACK USA INC are fully controlled by the Cypriot subsidiary company FLEXOPACK INTERNATIONAL LIMITED which is fully owned (100%) by the parent company FLEXOPACK PLASTICS AEBE.

The subsidiary company FLEXOPACK ΝΖ LIMITED is fully controlled by FLEXOPACK PTY LTD.

6.5 Participations in associate companies

Participations of the Company in associate (related) companies are analyzed as follows.

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
INOVA SA 2.084 1.811 1.199 1.199
VLACHOS BROS S.A. 2.800 2.348 1.000 1.000
4.884 4.159 2.199 2.199

The movement of investments in associate companies is as follows:

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Opening balance 4.159 3.596 2.199 2.199
Proportion in profit/loss (after taxes) 775 563 0 0
Dividends (50) 0 0 0
Closing balance 4.884 4.159 2.199 2.199

Condensed financial information on associate companies:

Domicile Acquisition
Cost
Assets Liabilities Income Earnings
(losses)
before
taxes
Earnings
(losses)
after
taxes
YEAR 2020
INOVA SA Greece 1.199 7.836 3.668 6.129 865 646
VLACHOS BROS S.A. Greece 1.000 20.854 14.986 21.931 1.272 897
YEAR 2019
INOVA SA Greece 1.199 6.957 3.335 5.999 399 297
VLACHOS BROS S.A. Greece 1.000 16.585 11.614 20.326 1.187 920

6.6 Other long-term receivables

The Group's and Company's other long-term receivables are analyzed as follows:

GROUP COMPANY
Other Long-term Receivables 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Other given Guarantees 54 49 54 49
Other Long-term Receivables 5 5 0 0
Total 58 55 54 49

6.7 Inventories

The inventories of the Group and the Company are analyzed as follows:

GROUP COMPANY
Inventories 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Raw Materials 13.016 10.074 8.572 7.068
Consumables 172 155 138 135
Spare parts & packaging items 831 810 723 677
Products & other inventory 6.936 7.738 3.142 3.748
Total 20.956 18.777 12.575 11.628
Provisions for impairment (186) (262) (186) (186)
Total 20.770 18.515 12.389 11.442

6.8 Trade receivables

The Group's and Company's customers and other trade receivables are analyzed as follows:

GROUP COMPANY
Trade receivables 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Customers (open account) 12.133 9.849 6.112 5.014
Receivables from associates 945 990 17.507 18.031
Checks Receivable 295 231 295 231
Impairment provisions (250) (149) 0 0
Provision for credit risk (86) (87) (58) (58)
Total 13.036 10.833 23.857 23.218

As of 31 December 2020, the maturity of trade receivables was as follows:

Trade receivables GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Up to 3 months 12.583 10.386 14.379 11.146
3 - 6 months 378 387 4.930 4.839
6 months - 1 year 54 55 4.547 7.227
Over 1 year 22 5 1 5
Total 13.036 10.833 23.857 23.218
Non overdue and non impaired 11.610 9.077 11.448 8.883
Overdue and non impaired 1.427 1.755 12.409 14.335
Total 13.036 10.833 23.857 23.218

From the overdue and non-impaired receivables of the Company amounting to 12,409 thousand Euros of the above table, the amount of 11,588 thousand Euros refers to receivables of the parent company from subsidiaries.

6.9 Other receivables

The Group's and Company's other receivables are analyzed as follows:

GROUP COMPANY
Other receivables 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Receivables from the Greek State for income taxes 3.224 2.391 3.224 2.391
Receivables from the Greek State for V.A.T. 321 55 321 55
Receivables for other taxes 46 277 46 60
Purchases of inventory under receipt 3.533 3.212 1.585 1.448
Discounts on purchases under settlement 886 684 763 587
Deferred expenses 181 284 181 153
Prepayments and loans to employees 206 54 19 34
Short-term loans to subsidiaries 0 0 0 1.800
Sundry Debtors 94 63 51 16
Total 8.490 7.020 6.191 6.545

6.10 Cash & cash equivalents

Cash and cash equivalents refer to the Group's and Company's cash in hand and to short-term bank deposits and term deposits held at call with banks.

The Group's and Company's cash and cash equivalents are as follows:

GROUP COMPANY
Cash and cash equivalents 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Cash in hand and at banks 18.021 15.470 14.673 13.285
Total 18.021 15.470 14.673 13.285

6.11 Equity

6.11.1 Share Capital and Share Premium

Share Capital Share
premium
Treasury
Shares
31/12/2020 6.329 3.316 9.644
31/12/2019 6.329 3.316 9.644

The Company's share capital consists of 11.720.024 common fully paid-up shares, with a nominal value of € 0,54 each. The total share capital amounts to € 6.328.812,96.

The share premium reserve of the Company derived from the issuance of shares paid for cash at a value higher than their nominal value.

The Company on 31.12.2020 holds 96.450 own (treasury) shares, which correspond to 0,82% of the total shares of the Company. (Note 6.11.2)

6.11.2 Reserves

The Group's and Company's reserves are analyzed as follows:

Reserves

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Statutory reserve 3.752 3.372 3.752 3.372
Specially taxed reserves 13.542 13.454 13.542 13.454
Other reserves analyzed as follows:
Tax-exempt reserves of L. 1828/89 876 876 876 876
Tax-exempt reserves of L. 3220/2004 321 321 321 321
Tax-exempt reserves of L. 3908/2011 123 62 123 62
Reserves from specially taxed income 33 33 33 33
Other reserves 156 155 43 43
Total other reserves 1.510 1.448 1.397 1.336
Stock options 155 0 155 0
Treasury shares (386) 0 (386) 0
Reserve from FX differences (453) (246) 0 0
Grand total 18.120 18.028 18.460 18.161

Statutory reserve:

According to Greek corporate law, companies are obliged to create 5% of the period's earnings as an statutory reserve until such reaches one third of the paid up share capital. During the Company's life the statutory reserve cannot be distributed.

Special taxed reserves:

Special taxed reserves of the Parent Company were created to cover its own participation in the context of implementing investment plans, according to the provisions of several development laws.

The Group's Management does not intend to capitalize or distribute such reserves and thus has not recognized a relevant deferred tax liability.

Other reserves

Other reserves include tax-exempt reserves and reserves taxed under special provision and are analyzed as follows.

-Tax-exempt reserves according to L. 1828/89, L. 3220/2004 and L. 3908/2011

Such reserves have been created according to the provisions of tax law and are capitalized, with the payment of income tax.

-Tax-exempt reserves or reserves taxed according to special laws

Such reserves concern interest income that was either not taxed or on which tax has been withheld at the source. According to Greek tax law, these reserves are exempt from income tax, with the condition that they will not be distributed to shareholders.

The Company does not intend to distribute the above reserves and thus it has not recognized a deferred tax liability for the income tax that will be rendered payable in case of distribution.

Stock options.

Share distribution program in the form of stock option plan, in accordance with the provisions of article 113 of law 4548/2018. (Note 6.35)

Treasury shares

The Management of the Company pursuant to the decisions of the Annual Ordinary General Meeting of Shareholders of June 26, 2020 and the Board of Directors of July 13, 2020, announced on July 14, 2020, the start of implementation of the Stock Repurchase Plan, which provides for the acquisition by the Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, of a maximum of 586.001 own (treasury) shares, which correspond to 5% of the total existing shares of the Company, with a purchase price range between three Euros (3,00 €) per share (minimum) and eight Euros (8,00 €) per share (maximum) and with the expiration date of the above Plan set on June 26, 2022.

The Company in the framework of the above Stock Repurchase Plan, proceeded on 22.07.2020, via an over-the-counter (OTC) transaction, with the purchase of 96.450 treasury shares with an average purchase price of 4,00 Euros per share, and a total transaction value of 385.800 Euros.

After the aforementioned purchase, the Company on 31.12.2020 holds 96.450 treasury shares, which correspond to a percentage of 0,82% of the total shares of the Company.

Reserve for foreign exchange differences:

This reserve is used to register foreign exchange differences from the translation of financial statements of foreign subsidiaries.

The movement of the Group's and Company's reserves is as follows:

GROUP Statutory Treasury Specially
taxed
Other
reserve shares reserves reserves Stock options from
consolidation
Total
Balance as at January 1st 2019 2.992 0 13.247 1.387 0 (333) 17.292
Formation of reserves from net earnings of the period 380 0 0 0 0 0 380
Formation of tax free reserve Law 3908/2011 0 0 0 62 0 0 62
Transfer of amortization of grants of L. 3299/04 from balance
carried forward
0 0 207 0 0 0 207
FX differences due to consolidation of subsidiaries abroad 0 0 0 0 0 87 87
Balance as at December 31st 2019 3.372 0 13.454 1.448 0 (246) 18.028
Formation of reserves from net earnings of the period 380 0 0 0 0 0 380
Formation of tax free reserve Law 3908/2011 0 0 0 62 0 0 62
Transfer of amortization of grants of L. 3299/04 from balance
carried forward
0 0 88 0 0 0 88
Stock options 0 0 0 0 155 0 155
Purchase of treasury shares 0 (386) 0 0 0 0 (386)
FX differences due to consolidation of subsidiaries abroad 0 0 0 0 0 (207) (207)
Balance as at December 31st 2020 3.752 (386) 13.542 1.510 155 (453) 18.120

COMPANY

Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves
Stock
options
Total
Balance as at January 1st 2019 2.992 0 13.247 1.274 0 17.513
Formation of reserves from net earnings of the period 380 0 0 0 0 380
Formation of tax free reserve Law 3908/2011 0,00 0 0 62 0 62
Transfer of amortization of grants of L. 3299/04 from
balance carried forward
0 0 207 0 0 207
Balance as at December 31st 2019 3.372 0 13.454 1.336 0 18.161
Formation of reserves from net earnings of the period 380 0 0 0 0 380
Formation of tax free reserve Law 3908/2011 0 0 0 62 0 62
Transfer of amortization of grants of L. 3299/04 from
balance carried forward
0 0 88 0 0 88
Stock options 0 0 0 0 155 155
Purchase of treasury shares 0 (386) 0 0 0 (386)
Balance as at December 31st 2020 3.752 (386) 13.542 1.397 155 18.460

6.11.3 Retained earnings

Retained earnings

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Balance as at January 1st 46.607 40.101 49.381 42.472
Net Results for the period 10.365 7.195 9.372 7.598
Revaluation of earnings-(losses) from defined benefit plans (18) (40) (18) (40)
Distributed dividends (741) 0 (741) 0
Transfers to reserves (442) (442) (442) (442)
Transfer of amortization of grants of L. 3299/04 to reserves (88) (207) (88) (207)
Balance as at December 31st 55.684 46.607 57.465 49.381

6.12 Deferred tax assets and liabilities

The calculation of deferred tax assets and liabilities is conducted at the individual Group company level and to the extent where receivables and liabilities arise, such are offset between each other (at the level of each individual company).

The deferred tax assets and liabilities are offset when there is an applicable legal right to offset current tax assets against current tax liabilities and when the deferred income taxes refer to the same tax authority.

The Group's and the Company's deferred tax assets and liabilities result from the following items:

GROUP Deferred tax liabilities/assets Deferred tax
Income statement
Statement of Financial Position
31/12/2020 31/12/2019 1/1-
31/12/2020
1/1-
31/12/2019
Deferred tax assets
Provision for staff indemnities 274 283 (9) 25
Trade receivables 0 14 (14) 14
Other provisions 82 84 (1) (71)
Tax loss of subsidiaries 11 13 (2) (20)
Expected credit loss (IFRS 9) 19 20 (0) 20
Valuation of derivatives 38 0 38 0
Stock options 37 0 37 0
Other 16 2 15 2
478 415 63 (31)
Deferred tax liabilities
Intangible assets (170) (181) 11 15
Tangible assets (1.776) (1.977) 201 238
Foreign exchange differences (51) (24) (28) (24)
Other (0) 0 (0) 0
(1.997) (2.182) 185 230
Net deferred tax liabilities (1.519) (1.767)
Net charge of deferred tax on the results 248 199
Deferred tax recognized in the results 242 186
Deferred tax recognized in the other comprehensive income 6 13
Total 248 199

COMPANY Deferred tax liabilities/assets Deferred tax
Income statement
Statement of Financial Position
31/12/2020 31/12/2019 1/1-
31/12/2020
1/1-
31/12/2019
Deferred tax assets
Provision for staff indemnities 274 254 20 16
Trade receivables 0 0 0 0
Other provisions 52 54 (2) (3)
Tax loss of subsidiaries 0 0 0 0
Expected credit loss (IFRS 9) 14 14 0 (1)
Valuation of derivatives 38 0 38 0
Stock options 37 0 37 0
Other 1 1 (0) 1
416 323 94 13
Deferred tax liabilities
Intangible assets (170) (181) 11 15
Tangible assets (1.593) (1.802) 210 256
Foreign exchange differences (51) (13) (38) (13)
Other 0 0 0 0
(1.814) (1.997) 183 258
Net deferred tax liabilities (1.398) (1.674)
Net charge of deferred tax on the results 277 271
Deferred tax recognized in the results 271 258
Deferred tax recognized in the other comprehensive income 6 13
Total 277 271

6.13 Provision for staff indemnities due to retirement

The Group and Company recognize the liability for staff retirement indemnities as the present value of the legal commitment for the payment of staff retirement lump sum.

The actuarial valuation of the liabilities has been carried out on the basis of the current legislation, as it derives from L.2112 / 1920 and L.3026 / 1954 and as they were amended by L.4093 / 2012, L.4336 / 2015 and L.4194 / 2013.

The Company has not activated any special benefits program for employees other than those arising from the above legislation, which is committed to benefits in cases of retirement for all employees.

The valuation of the liabilities is being performed in order to capture the following:

a) The obligation of the company, when an employee has provided a service in exchange for benefits to be paid in the future and

b) The expense of the financial period, when the company consumes the financial benefits arising from the service provided by an employee in exchange for the payment of benefits.

Based on the current legislation (L.2112 / 1920, L.4093 / 2012, L.4336 / 2015 and L.3026 / 1954, L.4194 / 2013) the benefit received by the employees concerns exclusively and only the amount of one-time compensation and is given in case of normal retirement.

The amount of the benefit depends on the years of service and the amount of the salary. In the event of exit due to retirement, the amount of compensation to be paid is equal to 40% of the pensionable salary and varies depending on the years of service of each employee.

The relevant liability was calculated after an actuarial study on 31/12/2020 and was analyzed as follows:

Employee benefits due to retirement from service

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Balance at beginning 1.056 935 1.056 935
Debits - (credits) in the results 61 68 61 68
income 23 53 23 53
Balance at end 1.140 1.056 1.140 1.056

The main actuarial assumptions used are the following:

31/12/2020 31/12/2019
Discount rate 0,60% 1,15%
Future salary increases 2,00% 2,00%
Inflation 1,50% 1,50%
31/12/2020 31/12/2019
Changes in the liability of balance sheet
Net Liability to be recorded in the balance sheet at the start of year 1.056 935
Contributions paid by the Employer - -
Expense to be recorded in the statement of results 74 68
Benefits paid within the current year from the Employer (13) (15)
Amount recorded in OCI 23 68
Cost of personnel transfer - -
Net Liability to be recorded in the balance sheet at year end 1.140 1.056
Changes in the present value of the liability
Present value of the liability at the start of the year 1.056 935
Interest expense 12 15
Cost of current service 58 48
Contributions from Employees - -
Prior service cost - -
Cost (result) of Settlements / Curtailment / Special Cases 4 6
Benefits paid within the current year (13) (15)
Expenses - -
Actuarial (gain) loss in the liability 23 68
Present value of the liability at the end of the year 1.140 1.056
Amounts recorded in the Balance Sheet and the Statement of Income
Balance Sheet for the year
Present value of the liability at the end of the year 1.140 1.056
Actual value of the plan's assets at the end of the year - -
Net Liability to be recorded in the balance sheet at the end of the year 1.140 1.056

Statement of Results at the end of the year
Cost of current service 58 48
Interest expense 12 15
Expected return on the plan's assets - -
Prior service cost - -
Cost (result) of Settlements / Curtailment / Special Cases 4 6
Expense to be recorded in the Statement of Income 74 68
Other Comprehensive Income (OCI)
Amount recorded in OCI 23 68
Actuarial (gain) loss on the liability due to financial assumptions 93 51
Actuarial (gain) loss on the liability due to demographics (97) -
Actuarial (gain) loss on the liability due to evidence 27 17
Cumulative Amount recorded in OCI 220 197

Sensitivity Analysis

The use of a discount rate higher by 0,5% would result in the actuarial liability being lower by 7% while the exact reverse assumption, i.e. the use of a discount rate lower by 0,5% would result in the actuarial liability being higher by 8%.

The corresponding sensitivity tests for the expected salary increase, i.e. the use of an expected salary increase higher by 0,5% would result in the actuarial liability being higher by 6% while the exact reverse assumption, i.e. the use of an expected salary increase lower by 0,5% would result in the actuarial liability being lower by 6%.

6.14 Government grants

The Group has received grants that relate to fixed assets and are provided from governmental entities in order to purchase fixed assets for long-term exploitation.

The Group registers the effect from the acceptance of government grants for fixed assets according to IAS 20, as deferred income in the category of long-term liabilities. The transfer of grants to the results of each period is conducted with the straight line method according to the expected useful lives of the respective fixed assets which they finance.

At the Group and Company level, the grants are analyzed as follows:

Government grants GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Opening balance 93 300 93 300
Additions 0 0 0 0
Amortization on income (88) (207) (88) (207)
Total 6 93 6 93

6.15 Long-term and short-term loans

The Group's long-term bank loans are in Euro.

The Group's total long-term debt is under floating interest rates based on 3-month Euribor and fixed interest margins.

The Group's short-term debt is also under floating interest rates based on Euribor plus a margin, apart from an amount of 517 thousand Euros (based on the exchange rate of 31/12/2020) which is denominated in Polish Zloty (PLN).

The amounts of the long-term loans which are payable within a year starting from the balance sheet date are recorded as short-term liabilities, whereas the amounts payable at a later stage, are recorded as long-term ones.

The Group does not possess any loans value at fair. The book values of the Group's loans are estimated to approach their fair value and therefore the discount which would be used for the determination of the fair value is almost equivalent to the interest rates charged to the Group.

Long-term and short-term liabilities from the Group's and Company's loans are analyzed as follows:

Bank Debt GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Long-term debt
Common bond loans 11.877 13.073 11.877 13.073
Long-term Bank Debt 2.404 1.072 0 0
Minus part of bond loans payable in the 14.282 14.145 11.877 13.073
next period 2.213 2.428 2.213 2.428
Minus part of long-term bank debt
payable in the next period
370 357 0 0
Total long-term debt 11.699 11.360 9.664 10.645
Short-term debt
Bank debt 694 1.391 200 1.200
Factoring 24 79 0 0
Short-term portion of bond loans 2.213 2.428 2.213 2.428
Short-term portion of long-term bank
debt
370 357 0 0
Total short-term debt 3.300 4.255 2.413 3.628
Total debt 14.999 15.615 12.077 14.273
Maturities of long-term debt
Up to 1 year 2.583 2.785 2.213 2.428
2 - 5 years 10.340 9.782 8.861 9.068
Over 5 years 1.358 1.578 804 1.578
Total 14.282 14.145 11.877 13.073
Weighted average interest rate charged
on the results
2,93% 3,40% 3,12% 3,26%

The ordinary bond loans, which also carry no collateral, of the Company are the following:

A) On December 21st, 2018, the Company signed a Common, Paper, Bond Loan Coverage Agreement through Private Placement, in accordance with the provisions of Law 3156/2003 and Cod. Law 2190/1920, of a total nominal value of Euro 6.000.000, with the coverage of it by the Banking Company, under the name "NATIONAL BANK OF GREECE SA". Attorney-at-law for payments and Representative of the Bondholders was designated "NATIONAL BANK OF GREECE SA".

The proceeds of this non-commercially secured Common Bond Loan was used by the Company for the refinancing of existing loans, namely the Bond Loan issued on 26.09.2016 amounting to € 2.500.000

issued by the Company as well as short-term loan amounting to € 1.500.000 , and to cover general business purposes and needs.

B) On the 24th of December 2018, the Company signed a Common, Paper, Bond Loan Coverage Agreement through Private Placement, in accordance with the provisions of Law 3156/2003 and Cod. Law 2190/1920, with a total nominal value of Euro 5.000.000 and covered by the Banking Company under the name "EUROBANK ERGASIAS SA". Attorney-at-law for payments and Representative of the Bondholders was designated "EUROBANK ERGASIAS SA".

The proceeds of this non-secured Common Bond Loan was used by the Company, on one hand, by the amount of 3.250.000 Euros, for the refinancing of existing bank loans and, in particular, for the repayment of a Bond Issuance of the Company with a balance of 2.250.000 Euros, as well as for a short-term loan amounting to Euro 1.000.000 and, on the other hand, by the amount of 1.750.000 Euros, in order to cover its working capital needs.

C) The Company on 9th March 2020, in continuation of the decision of the Board of Directors meeting held on 3rd March 2020, signed a Contractual Agreement for the Coverage of a Common Bond Loan via private placement, according to the clauses of Law 4548/2018 and Law 3156/2003, as they are currently in effect, for a total nominal value of 4.500.000 million Euros and duration of seven (7) years. The banking company under the name «ALPHA BANK SOCIETE ANONYME» covered the above mentioned bond loan. Attorney-at-law for payments and Representative of the Bondholders was designated "ALPHA BANK SOCIETE ANONYME".

The above Common Bond Loan will be used by the Company as follows: (a) an amount equal to 3.928.560 Euros will be channeled to the refinancing of existing debt and (b) an amount equal to 571.440 Euros will be used for various corporate needs.

The Company has the right to proceed with an early repayment of the existing aforementioned common bond loans without penalty or other cost.

The terms of the above bond loans include the obligation to preserve specific ratios of (a) total debt to equity, and (b) earnings before interest, taxes, depreciation and amortization (EBITDA) to debit interest and (c) total net debt to EBITDA.

The subsidiary company "FLEXOPACK POLSKA Sp. Zo.o", has since 2020 entered into a long-term loan agreement for an amount of 2,682 million Euros with a banking institution based in Poland, with the aim of repaying the existing long-term loan to another bank and repaying the short-term loan towards the Company that the subsidiary had received for the implementation of its investment plan. The balance of this loan on 31/12/2020 amounted to 2,404 million Euros.

6.15.1 Other long-term liabilities

GROUP COMPANY
Other long-term liabilities 31/12/2020 31/12/2019 31/12/2020 31/12/2019
Suppliers of fixed assets 340 1.633 258 1.030
340 1.633 258 1.030

FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY 6.16 Other Provisions

Other Provisions

GROUP COMPANY
January 1st 2019 403 238
Additional provisions for the year 50 0
December 31st 2019 453 238
Additional provisions for the year 67 0
December 31st 2020 520 238
Analysis of provisions
Provision for other taxes 235 235
Other provisions 218 4
Total 453 238
Analysis of additional provisions for the year
Other provisions 67 0
Total 67 0

6.17 Suppliers and other liabilities

The Group's and Company's balances for the suppliers' and other related liabilities accounts are analyzed as follows:

Suppliers and other liabilities

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Suppliers 11.318 12.632 8.553 9.817
Liabilities to associates 1.168 59 1.168 1.139
Checks payable 7 33 7 33
Customer prepayments 155 85 155 85
Sundry creditors 27 78 26 45
Derivative financial instruments 158 0 158 0
Payable employee remuneration 530 509 404 358
Accrued expenses 338 398 272 388
Purchases under settlement 105 161 0 25
Social Security Funds 463 432 463 432
Other taxes, other than income tax 814 885 517 387
Total 15.082 15.271 11.724 12.708

6.18 Liabilities from income tax

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Income Tax 3.456 2.475 3.162 2.455
Difference of income tax prepayment 683 (525) 707 (525)
Balance of income tax for year 2019 515 0 515 0
4.653 1.950 4.384 1.931

The income tax is paid via six (6) equivalent monthly installments within the same financial year. The first payment is made with the submission of the tax statement at, the latest, the last day of the sixth month following the end of the taxed year.

6.19 Turnover

The Group's and Company's turnover is analyzed as follows:

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Income from sale of merchandise 18.809 9.984 12.651 8.319
Income from sale of products 75.110 76.461 66.864 66.375
Income from sale of other inventories 699 982 227 422
Income from provision of services 2.335 1.850 2.574 2.145
96.953 89.277 82.317 77.260

6.20 Analysis of Expenses per category

The analysis of the Group's expenses per category is as follows:

GROUP 1/1-31/12/2020
1/1-31/12/2019
Expense per Category Cost of
Goods
Sold
Distri
bution
Expenses
R&D
Expenses
Admin
istrative
Expenses
Total Cost of
Goods
Sold
Distri
bution
Expenses
R&D
Expenses
Admin
istrative
Expenses
Total
Remuneration & other employee
benefits
9.577 1.653 342 3.024 14.597 8.746 1.383 294 2.847 13.270
Third party fees & expenses 433 466 10 625 1.533 502 873 8 482 1.867
Third party benefits (energy,
insurance, maintenance etc.)
5.701 312 25 268 6.306 5.547 324 32 278 6.181
Taxes - Duties 52 37 1 138 227 53 7 1 129 190
Various expenses (transport, export
expenses, etc.)
1.548 3.865 199 115 5.727 1.457 3.962 201 387 6.007
Depreciations of fixed assets 4.979 83 46 56 5.163 4.589 86 40 65 4.780
Amortization of intangible assets 96 40 166 40 342 80 39 158 40 317
Amortization of rights-of-use 240 173 6 112 531 243 138 5 115 501
Provision for staff indemnity 0 6 0 55 61 0 7 0 61 68
Cost of inventories recognized as an
expense
47.454 0 615 0 48.070 46.645 0 691 0 47.336
Total 70.079 6.634 1.410 4.433 82.556 67.862 6.819 1.431 4.405 80.517
Own-production of assets (15) 0 0 0 (15) (108) 0 0 0 (108)
Total 70.065 6.634 1.410 4.433 82.541 67.754 6.819 1.431 4.405 80.410

The analysis of the Company's expenses per category is as follows:

COMPANY 1/1-31/12/2020 1/1-31/12/2019
Expense per Category Cost of
Goods
Sold
Distri
bution
Expenses
R&D
Expenses
Admin
istrative
Expenses
Total Cost of
Goods
Sold
Distri
bution
Expenses
R&D
Expenses
Admin
istrative
Expenses
Total
Remuneration & other employee
benefits
7.096 688 342 2.440 10.567 6.507 677 294 2.280 9.758
Third party fees & expenses 262 200 10 257 729 283 586 8 224 1.101
Third party benefits (energy,
insurance, maintenance etc.)
4.590 179 25 210 5.004 4.393 207 32 224 4.856
Taxes - Duties 52 6 1 46 105 53 6 1 52 112
Various expenses (transport, export
expenses, etc.)
987 2.262 196 149 3.595 891 2.412 201 361 3.865
Depreciations of fixed assets 3.714 74 46 50 3.883 3.355 75 40 52 3.521
Amortization of intangible assets 96 39 166 40 341 80 39 158 40 317
Amortization of rights-of-use 52 113 6 97 268 38 101 5 98 242
Provision for staff indemnity 0 6 0 55 61 0 7 0 61 68
Cost of inventories recognized as an
expense
44.534 0 512 0 45.046 43.223 0 416 0 43.639
Total 61.383 3.568 1.305 3.344 69.600 58.823 4.109 1.156 3.393 67.481
Own-production of assets (12) 0 0 0 (12) (108) 0 0 0 (108)
Total 61.371 3.568 1.305 3.344 69.588 58.715 4.109 1.156 3.393 67.373

6.21 Employee Benefits

The Group's and Company's employee benefits are analyzed as follows:

GROUP COMPANY
Employee benefits 1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Wages and daily wages and benefits 10.226 9.295 6.829 6.353
Social security expenses 2.001 1.874 1.656 1.562
End of service indemnities 13 15 13 15
Other employee benefits 478 347 191 89
Total 12.719 11.531 8.689 8.019
GROUP COMPANY
Benefits towards Management 1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Remuneration of Board of Directors 1.742 1.739 1.742 1.739
Other benefits of Board of Directors 136 111 136 111
Total 1.878 1.850 1.878 1.850
Fees and benefits of executive BoD members 1.241 1.227 1.241 1.227
Fees and benefits of non-executive BoD members 639 623 637 623
Total 1.880 1.850 1.878 1.850

Employed staff as at 31/12/20. Group 432 individuals. Company 308 individuals. Employed staff as at 31/12/19. Group 407 individuals. Company 288 individuals.

6.22 Other Operating Income and Expenses

The Group's and Company's other operating income and expenses are analyzed as follows:

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Other income
Amortization of received grants 88 207 88 207
Income from provision of services to
affiliated companies
0 0 135 135
Various indemnities 51 316 51 109
Profit from sale of fixed assets 13 61 13 0
Other income from previous years 239 70 47 0
Other income 173 52 120 23
Total 565 705 455 475
Other expenses
Provisions for doubtful customers 113 89 0 0
Provisions for inventory impairment 0 75 0 0
Other expenses from previous years 60 21 60 138
Other expenses 70 123 50 107
Total 243 309 110 245

6.23 Financial Income and Expenses

The Group's and Company's financial income and expenses are analyzed as follows:

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Financial income
Bank interest of related companies 0 0 49 81
Other financial income 53 0 50 0
53 0 99 81
Financial expenses
Interest and expenses of bank loans 462 541 425 503
Interest expenses from Leases (IFRS 16) 60 37 29 34
Other bank expenses 75 101 53 60
596 679 507 597

6.24 Other Financial Results

The Group's and Company's financial results are analyzed as follows:

Other Financial Results

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Foreign exchange differences realized - profit 202 428 150 138
Foreign exchange differences realized - (losses) (1.371) (260) (613) 0
Foreign exchange differences from valuation of receivables
and liabilities in foreign currency (losses) / profit
(9) 169 218 56
Profit / (Losses) from foreign exchange future contracts (158) 0 (158) 0
(1.337) 337 (403) 194

The basic foreign exchange rates as of 31/12/2020 are the following:

Exchange rates versus Euro (currency units per 1 Euro)

31/12/2020 31/12/2019
US dollar (USD) 1,2271 1,1234
Polish zloty (PLN) 4,5597 4,2568
Australian dollar (AUD) 1,5896 1,5995
Pound sterling (GBP) 0,89903 0,85080

6.25 Income Tax

The income tax of the Group and the Company is analyzed as follows:

Income Tax GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Income Tax 3.456 2.476 3.162 2.455
Deferred tax (Note 6.12) (242) (186) (271) (258)
Total income tax 3.213 2.290 2.891 2.197

Following, an analysis and reconciliation of the nominal and effective tax rate is presented.

1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Earnings before taxes (IFRS) 13.578 9.485 12.263 9.795
Tax Rate 24% 24% 24% 24%
Income tax based on effective tax rate 3.259 2.276 2.943 2.351
Tax corresponding to:
Tax free income (33) (50) (33) (50)
Subsidiaries' loss for which no deferred tax was
recognized
-30 377 0 0
Proportion of Results by associate companies (174) (135) 0 0
Non deductible expenses 92 48 42 69
Adjustment of deferred due to the change in tax rate 0 (112) 0 (112)
Results of subsidiaries taxed with a different tax rate (49) (89) 0 0
Elimination of intra-company profit 210 35 0 0
Tax exemption Law 3908/2011 (62) (62) (62) (62)
Tax expense in the income statement 3.213 2.290 2.891 2.197
Weighted tax rate 23,67% 24,14% 23,57% 22,43%

The income tax for the fiscal year 2020 has been calculated at a tax rate of 24%. The corresponding rate for the fiscal year 2019 was also 24%.

It is noted that the effective final tax rate differs from the nominal.

There are several factors influencing the effective tax rate, the most important of which is the non-tax deduction of certain expenses, the differences in depreciation rates between the useful lives of the fixed assets and the rates set in the income tax and the possibility of tax-free rebates and tax- reserves.

The Company in fiscal year 2019 used a tax exemption of Law 3908/2011 amounting to € 62 thousand. More specifically, on 28/12/2018, was published the Decision No. 141471 / YPE / 6/0003 / C / Ν.3908 / 2011 decision of completion of the Minister of Economy and Development concerning the investment of the company that had been subject in 2011 to the provisions of the Law .3908 / 2011 in the General Business category. The total benefit for the company amounts to € 308.195,72 and is granted in the form of the tax exemption, which will be distributed equally over 5 years.

FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY 6.26 Contingent Receivables - Liabilities

Contingent liabilities are not recognized in the financial statements but are disclosed, unless the probability of outflow of resources that incorporate financial benefits is minimal.

6.26.1 Information regarding assumed liabilities

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Letters of bank guarantees to third parties for the
account of subsidiaries
3.370 2.888 3.370 2.888
Letters of bank guarantees as insurance for liabilities 1.030 1.931 1.030 1.931
4.400 4.819 4.400 4.819

There are no litigious claims or differences under dispute of the Company or its subsidiaries as well as decisions by courts or arbitration bodies that could have a significant impact on the Company's and Group's financial position or operation.

6.26.2 Tax un-audited financial years

FLEXOPACK SA 2015-2020
FLEXOPACK POLSKA Sp. Zo.o 2015-2020
FLEXOSYSTEMS Ltd Belgrade 2015-2020
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS 2015-2020
FLEXOPACK PTY LTD 2015-2020
FLEXOPACK PROPERTIES PTY LTD 2017-2020
FLEXOPACK ΝΖ LIMITED 2016-2020
FLEXOPACK TRADE AND SERVICES UK LIMITED 2015-2020
FLEXOPACK FRANCE 2018-2020
FLEXOPACK USA, INC. 2020
INOVA SA 2015-2020
VLACHOS BROS S.A. 2016-2020

In application of the relevant tax provisions : a) paragraph 1 of article 84 of Law 2238/1994 (unaudited cases concerning income tax), b) paragraph 1 of article 57 of Law 2859/2000 (unaudited cases related to VAT) and c) paragraph 5 of article 9 of Law 2523/1997 (penalties imposed for income tax cases), the right of the Greek State to impose any tax with regard to the fiscal years up to 2014 including, has been waived until 31/12/2020, with the exception of special or extraordinary provisions which may provide for a longer waiving period and under the respective conditions which these provisions stipulate.

Tax compliance report

With the article 82 §5 of Law 2238/94, beginning from year 2011, and in a later stage with the article 65A of Law 4174/2013, the Certified Auditors and the auditing firms performing mandatory audits in societe anonyme companies are obliged to issue a Tax Compliance Report with regard to the application of tax provisions in tax objects. The particular report is submitted to the audited company and via electronic means to the Ministry of Finance.

For the years 2011 – 2019, the Company as well as the associate companies INOVA S.A. PLASTICS AND IRON and VLACHOU BROS S.A. received a relevant Report, without any reservation with regard to the tax objects which were audited. With the article 56 of Law 4410/3.8.2016 for the years from 1.1.2016, the issuance of a Tax Compliance Report is no longer mandatory (only optional).

For the fiscal year 2020, the Company and its associate companies have been placed under the above mentioned tax audit of the Certified Auditors Accountants and from the relevant Tax Compliance Report which is expected to be granted, it is anticipated that no additional as well as material tax burdens will emerge.

According to the Ministerial Decision (POL) 1006/05.01.2016, the companies for which a tax certificate "without reservation" has been issued, are not being excluded from the obligation concerning an ordinary tax audit from the pertinent tax authorities. As a result, the tax authorities may proceed with their own tax audit and impose any penalties and additional taxes.

6.26.3 Information regarding contingent receivables

There are no contingent receivables that are of significance to report in the Company's and Group's financial statements.

6.27 Current liens

No collateral or liens are written on the fixed assets of the parent Company.

With regard to the fixed assets of the Group, there is a lien written for a banking institution in Poland, amounting to 3,0 million Euros, on the production facilities of the Polish subsidiary «FLEXOPACK POLSKA Sp. Zo.o». The purpose of the lien is to be used as insurance against the repayment of a long-term bank loan, of 2,68 million Euros, granted to the subsidiary.

6.28 Auditors' fees

The total fees of the legal auditors of the Company and the Group are the following:

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Audit Fees 86 82 45 43
86 82 45 43

6.29 Leases

The Right-of-Use Assets of the Group and the Company are analyzed as follows.

Right-of-Use Assets GROUP COMPANY
Buildings Transport
Means
Total Buildings Transport
Means
Total
Balance as t 1 January 2019 547 573 1.119 319 443 761
Additions 337 218 555 0 111 111
Forex differences 3 2 5 0 0 0
Depreciation for the year (257) (243) (500) (78) (164) (242)
Forex differences of depreciation (1) (1) (2) 0 0 0
Book value as at 31 December 2019 628 549 1.177 241 390 630
Balance as t 1 January 2020 628 549 1.177 241 390 630
Additions 69 406 474 69 240 309
Forex differences 2 (5) (3) 0 0 0
Depreciation for the year (258) (273) (531) (91) (177) (268)
Forex differences of depreciation (7) 0 (7) 0 0 0
Book value as at 31 December 2019 434 676 1.110 218 453 671

The lease liabilities of the Group and the Company are analyzed as follows.

Lease Liabilities

GROUP COMPANY
31/12/2020 31/12/2019 31/12/2020 31/12/2019
Short-term Leasing Liabilities 561 466 294 232
Long-term Leasing Liabilities 557 717 383 404
Total Lease Liabilities 1.117 1.183 676 636
Leasing liabilities are payable as follows:
Within the year 643 526 333 258
Within the second year 408 483 269 239
From 3 up to 5 years 156 286 124 190
After 5 years 0 0 0 0
Less: Discounting (90) (112) (49) (50)
Total Lease Liabilities 1.117 1.183 676 636

6.30 Transactions with related parties

The company's transactions with related parties, according to IAS 24, are as follows.

1/1/-31/12/2020

Purchases of
Sales of goods goods and
COMPANY and services services Receivables Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o 4.436 8.178 3.004 1.168
FLEXOSYSTEMS Ltd -Belgrade 580 0 145 0
FLEXOPACK PTY LTD- AUSTRALIA 14.671 5 10.809 0
FLEXOPACK TRADE AND SERVICES UK LIMITED 4.094 0 1.780 0
FLEXOPACK FRANCE 407 0 241 0
FLEXOPACK USA 579 0 579 0
FLEXOPACK ΝΖ LIMITED 6 0 6 0
24.772 8.184 16.563 1.168
Related/Associate Companies
ΙΝΟVA SA 297 1 99 0
VLAHOU BROS SA 2.259 109 846 37
OTHER RELATED PARTIES 0 132 0 0
2.556 241 945 37
Grand Total 27.328 8.425 17.507 1.204

Benefits towards management and executives

1/1/- 1/1/-
31/12/2020 31/12/2019
Transactions and fees of senior executives and members of the management 2.195 2.149
Receivables from senior executives and management 0 0
Liabilities towards senior executives and management 62 65

Pursuant to the decision of the Board of Directors of the Company dated 09.01.2020, in accordance with the more specific terms and conditions of the stock option plan established under article 113 of Law 4548/2018, options for the acquisition of 75.000 shares of the Company were granted and in particular 49.800 stock options to the members of the Board of Directors of the Company and 25.200 stock options to its managers and senior executives. (Note 6.35)

Notes:

It is also noted:

  1. No other transactions related to the Company parties exist according to the provisions of the International Accounting Standard 24 apart from the above mentioned.

  2. No loans or any other credit facilitations have been granted to the Board members or other senior executives of the Company and their families.

  3. With regard to the Company's natural persons or executives, apart from the above fees, no other transactions exist between the Company and the particular directors or the members of the Board.

  4. There were no changes in the transactions between the Company and its related parties that could have a material impact on the Company's financial position and performance for the period 1/1/2020- 31/12/2020.

  5. There is no individual transaction, the value of which exceeds 10% of the value of the Company's assets, as reflected in its latest published financial statements.

  1. The Company has granted the following guarantees and loans in favor of its subsidiary "FLEXOPACK POLSKA Sp. Zo.o".

(a) A guarantee towards a banking institution based in Poland for a maximum amount of 2,682 million Euros, as insurance against the repayment of a long-term bank loan, of 2,682 million Euros. The balance of the above loan as of 31.12.2020 had settled at 2,404 million Euros.

(b) A guarantee for a maximum amount of 2,800 million PLN (614.000 Euros approximately) as insurance against the repayment of a short-term credit line towards the above subsidiary.

  1. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary "FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 74.000 Euros.

  2. The transactions described above have been carried out under normal market conditions and do not contain any exceptional, favorable or special features, which would make necessary additional analysis per related party.

  3. There is no separate transaction that is assessed as significant, within the meaning of Circular number 45/2011 of the Hellenic Capital Market Commission.

  4. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the consolidated financial statements.

The company's transactions with related parties within the framework of IAS 24 in the previous year 2019 are as follows.

1/1/-31/12/2019

Sales of goods Purchases of
goods and
COMPANY and services services Receivables Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o 5.543 5.762 6.296 1.074
FLEXOSYSTEMS Ltd -Belgrade 671 0 122 0
FLEXOPACK PTY LTD- AUSTRALIA 12.057 37 10.906 5
FLEXOPACK TRADE AND SERVICES UK LIMITED 2.790 0 1.506 0
FLEXOPACK FRANCE 13 0 11 0
21.074 5.799 18.841 1.080
Related/Associate Companies
ΙΝΟVA SA 315 1 96 1
VLAHOU BROS SA 2.194 105 893 58
OTHER RELATED PARTIES 0 85 0 0
2.509 191 990 59
Grand Total 23.582 5.990 19.831 1.139

GROUP COMPANY
1/1/-
31/12/2020
1/1-
31/12/2019
1/1/-
31/12/2020
1/1-
31/12/2019
Sales of goods and services
To subsidiaries 0 0 24.691 21.074
To associates 2.556 2.509 2.556 2.509
2.556 2.509 27.247 23.582
Purchases of goods and services
From subsidiaries 0 0 8.184 5.799
From associates 110 105 110 105
From other related parties 132 85 132 85
241 191 8.425 5.990
Receivables
From subsidiaries 0 0 16.563 18.841
From associates 945 990 945 990
945 990 17.507 19.831
Liabilities
To subsidiaries 0 0 1.168 1.080
To associates 37 59 37 59
37 59 1.204 1.139
Sales of fixed assets
To subsidiaries 0 0 81 0
To associates 0 0 0 0
0 0 81 0
Income from dividends
From subsidiaries 0 0 0 0
From associates 50 0 50 0
50 0 50 0

6.31 Earnings per share

Earnings per share are analyzed as follows:

Earnings per share

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Earnings after taxes corresponding to shareholders of the parent
(1)
10.365 7.195 9.372 7.598
Weighted number of shares outstanding (2) 11.677,216 11.720,024 11.677,216 11.720,024
Basic earnings per share (Euro per share) (1)/(2) 0,8876 0,6139 0,8026 0,6483

The share capital of the Company consists of 11.720.024 common fully paid shares. The Company on 31.12.2020 holds 96.450 treasury shares, which correspond to 0,82% of the total shares of the Company. (Note 6.11.2)

Adjusted (diluted) earnings per share 1/1- 31/12/2020 1/1- 31/12/2019 1/1- 31/12/2020 1/1- 31/12/2019 Earnings after taxes corresponding to shareholders of the parent (1) 10.365 7.195 9.372 7.598 Weighted average number of shares outstanding 11.677,216 11.720,024 11.677,216 11.720,024 Number of stock options 43,793 0 43,793 0 Weighted average number of shares for the calculation of adjusted earnings per share (2) 11.721,009 11.720,024 11.721,009 11.720,024 Adjusted (diluted) earnings per share (Euro per share) (1)/(2) 0,8843 0,6139 0,7996 0,6483 GROUP COMPANY

Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding, with the effects of all potential securities convertible into ordinary shares. The stock option plan (Note 6.35) is the only category of potential securities convertible into common shares that the Company currently possesses.

For the purposes of calculating diluted earnings per share, the exercise of options is taken for granted. To the existing weighted number of shares outstanding, the difference between the number of ordinary shares deemed to have been issued in the exercise of the rights and the number of ordinary shares that would have been issued at fair value is added.

The number of ordinary shares that would have been issued at fair value is calculated by dividing the hypothetical cash proceeds from the stock options by the average market price of the ordinary shares during the reporting period.

6.32 Dividends

The Company's Board of Directors taking into account the results of the year 2020, the broader capital needs of the Company, as well as the wider financial environment which the Company operates in,

intends to propose to the Annual General Meeting of Shareholders the distribution of a dividend amounting to 1.011.250,94 Euros or 0,087 Euros per Company share.

As the distribution of the dividend requires the approval of the general meeting of shareholders, no relevant obligation has been recognized in the financial statements for the year 2020.

6.33 Fair value measurement

The Group and the Company use the following hierarchy to identify and disclose fair values of financial assets using the following valuation method:

Level 1: fair values are determined by reference to published active money market transactions.

Level 2: fair values are determined using measurement techniques for which all parameters that have a material impact on the fair value of the asset are supported by observable market prices (directly or indirectly).

Level 3: fair values are determined using measurement techniques for which the parameters that have a significant impact on the fair value recorded are not supported by observable market prices.

The table below shows the hierarchy of the fair value of the assets and liabilities of the Group and the Company.

GROUP COMPANY
1/1-
31/12/2020
1/1-
31/12/2019
1/1-
31/12/2020
1/1-
31/12/2019
Fair Value
Hierarchy
Short-term liabilities
Derivative financial instruments 158 0 158 0 Level 2
Capital reserves
Stock options 155 0 155 0 Level 3

On 31/12/2020 the Group had futures exchange contracts with expiration dates until 31/12/2021, to hedge risks related to the exchange rate EUR / GBP, EUR / AUD and EUR / USD.

The fair value of the contracts (liability) was valued on 31/12/2020 at a loss of 158 thousand Euros and was recorded in the income statement in the account "Other Financial Results".

The fair value of the granted stock options was assessed according to the Black Scholes model.

The fair values of the Group's financial assets and liabilities, which consist of cash, receivables from customers, loans and other receivables, liabilities to suppliers and related liabilities and lease liabilities, do not differ significantly from their book values, mainly due to of their short-term nature.

The Group's bank loans have a floating interest rate and therefore their fair values do not differ significantly from their book values.

6.34 Reconciliation of cash flows from financing activities

Based on the amended IAS 7, the reconciliation of debt liabilities between the statement of Financial Position and the financing activities of the statement of cash flows is presented below:

THE GROUP 31.12.2019
Statement of
financial
position
1/1/-
31/12/2020
Collections
Cash flow
statement
Payments Cash
flow statement
Transfers 31.12.2020
Statement of
financial
position
Long-term debt liabilities 11.359 7.093 -6.955 202 11.699
Short-term liabilities 4.255 247 -1.000 -202 3.300
15.614 7.340 -7.955 0 14.999
THE COMPANY 31.12.2019 1/1/-
31/12/2020
31.12.2020
Statement of
financial
position
Collections
Cash flow
statement
Payments Cash
flow statement
Transfers Statement of
financial
position
Long-term debt liabilities 10.645 4.500 -5.695 214 9.664
Short-term liabilities 3.627 0 -1.000 -214 2.413
14.273 4.500 -6.695 0 12.077
THE GROUP 31.12.2018
Statement of
financial
position
1/1/-
31/12/2019
Collections
Cash flow
statement
Payments Cash
flow statement
Transfers 31.12.2019
Statement of
financial
position
Long-term debt liabilities 14.143 0 -2.784 0 11.359
Short-term liabilities 4.324 0 -69 0 4.256
18.467 0 -2.853 0 15.614
THE COMPANY 31.12.2018
Statement of
financial
position
1/1/-
31/12/2019
Collections
Cash flow
statement
Payments Cash
flow statement
Transfers 31.12.2019
Statement of
financial
position
Long-term debt liabilities 13.073 0 -2.427 0 10.646
Short-term liabilities 3.627 0 0 0 3.627
16.700 0 -2.427 0 14.273

6.35 Stock Option Plan to the members of the Board of Directors of the Company, senior and other executives.

The Board of Directors of the Company, during its meeting of 19 December 2019 and following authorization granted from the Annual General Meeting of shareholders of June 29, 2018, established a program for the distribution of shares to the members of Board of Directors, the management members and the Company's executives, in the form of the stock options, in accordance with the applicable regulatory framework and specifically in accordance with Article 113 of Law 4548/2018.

Pursuant to the decision of the Board of Directors of the Company dated 09.01.2020, the beneficiaries were determined, in accordance with the more specific provisions of the Program, and options were granted for 75.000 shares of the Company.

The plan consists of granting options to the participants, so that the latter can acquire shares of the Company through their participation in the increase of its share capital at a fixed price, amounting to three (3,00) Euros per right (stock option).

The date of maturity of the rights was set at 29 March 2022. The exercise of the right and the deposit by the beneficiary of the value of the rights will take place from 29.03.2022 to 20.04.2022 at the bank account of the Company which will be disclosed to the beneficiaries.

The exercise of the rights requires prior written notice from the beneficiary of his/her intention to exercise the relevant right by 28 December 2021, i.e. three (3) months before the above maturity date.

According to article 113, par. 3 of Law 4548/2018, after the exercise of the rights by the participants, the Board of Directors will issue and deliver (by deposit to the shares and security accounts held in the Dematerialized Securities System) the shares to the beneficiaries and will take a decision to increase the share capital of the Company based on the amount corresponding to the rights exercised. Subsequently, the Board of Directors will take a decision to certify the payment of the share capital increase amount.

6.36 Events after the reporting date of the financial statements

Within March 2021, the Board of Directors of the Company decided the share capital increase of the subsidiary Flexopack International Limited by 300 thousand euro in order the latter to participate a) to the share capital increase of FLEXOPACK FRANCE by 200 thousand euro and b) the initial capital coverage by 100 thousand euro of a new company, currently under establishment, in Republic of Ireland.

Other than the above, there are no significant events after the reporting date of the financial statements, which concern either the Group or the Company, and whose disclosure is required by the International Financial Reporting Standards (IFRS).

Koropi, 27/4/2021

THE CHAIRMAN OF THE BOARD THE VICE-CHAIRMAN OF THE BOARD THE CHIEF FINANCIAL OFFICER

GEORGIOS S. GINOSATIS STAMATIOS S. GINOSATIS ANASTASIOS A. LYMBEROPOULOS ID No/ΑΕ 153990 ID No /Σ.500301 ID No /Χ.094106 Reg. No.3544/99