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Lamda Development S.A. Annual Report 2016

Mar 31, 2017

2660_10-k_2017-03-31_30ba86f4-cba5-4f19-9c7f-6e025dd72216.pdf

Annual Report

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Annual Financial Report

01 January - 31 DecemberΙανουάριος 1 2016

LAMDA Development S.A.

G.E.MI.:3379701000

37A Kifissias Ave. 15123, Maroussi

These financial statements have been translated from the original statutory financial statements that have been prepared in the Greek language. In the event that differences exist between this translation and the original Greek language financial statements, the Greek language financial statements will prevail over this document.

Index of annual financial report

Page
1. Statements of the Board of Directors' Members 3
2. Annual Report of the Board of Directors 4
3. Corporate Governance Declaration 11
4. Explanatory Report of the Board of Directors (L.3556/2007) 22
5. Independent Auditor's Report 29
6. Annual financial statements for the year ended
December 31, 2016
32
7. Notes and information for the year ended
December 31, 2016
97
8. Use of proceeds 98
9. Table of information according to article 10 of L.3401/2005 99

The annual financial statements, the auditors' reports and the Board of Directors reports of the companies included in the consolidated financial statements are available on the Company's website www.lamdadev.com.

STATEMENTS OF THE BOARD OF DIRECTORS OF "LAMDA Development S.A." ACCORDING TO THE ARTICLE 4, Par.2(c) OF THE LAW 3556/2007

We state to the best of our knowledge, that the annual financial statements for the year ended on December 31, 2016 which have been prepared in accordance with the international accounting standards in effect, reflect fairly the assets, liabilities, equity and the results of LAMDA Development S.A., as well as of the companies that are included in the consolidation taken as a whole.

Furthermore, we state to the best of our knowledge that the Annual Report of the Board of Directors reflects fairly the development, the performance and the status of LAMDA Development S.A., as well as of the companies that are included in the consolidation taken as a whole, and includes a description of the main risks and uncertainties they confront.

Maroussi, March 31, 2017

The undersigned

_____ ____ ___
Anastasios K.Giannitsis Odyssefs E.Athanasiou Dimitrios Ch.Politis
Chairman of the BoD Chief Executive Officer Member of the BoD

ANNUAL BOARD OF DIRECTORS' REPORT OF "LAMDA Development S.A." FOR THE CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE FISCAL YEAR THAT ENDED ON 31 DECEMBER 2016

Dear Shareholders,

According to the provisions of the laws 3556/2007 and 2190/1920 and the decisions 8/754/14.4.2016 of the Hellenic Capital Market Commission, we present the annual Board of Directors' report of "LAMDA Development S.A." concerning the Consolidated and Separate Financial Statements for the fiscal year that ended on December 31, 2016.

FINANCIAL POSITION OF THE GROUP

According to the International Financial Reporting Standards, the main financial results for the Group and the Company for the year that ended 31/12/2016 are the following:

Consolidated results after tax was amount to losses €3.182 thousands compared to losses €22.103 thousands in the comparative year of 2015.

The Company starting from 1/1/2014 applies IFRS 11 according to which the Group will account for joint ventures on an equity basis because it provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form.

According to the new presentation method, the Net loss from fair value adjustment on investment property reached €180 thousands compared to an also negative figure of €752 thousands in the respective period of 2015. Also, the Group impaired the value of the inventories by €645 thousands compared to €8.551 thousands in the comparative period of 2015.

Consolidated turnover was increased by 11.6% reaching €49.158 thousands compared to €44.037 thousands in the comparative period of 2015.

The Net Asset Value as exported from the internal information of the Group (Group Management Accounts) that is attributable to the Company's owner reached €403.699 thousands at 31/12/2016 compared to €408.113 thousands at 31/12/2015. It should be noted that the calculation of Net Asset Value takes the deferred tax based on the interest held in the joint ventures into account which due to IFRS 11 are consolidated with the equity method.

(amounts in € thousands) 2016 2015 Variation
NET ASSET VALUE (NAV)
(as exported by the internal information of the Group)
403.699 408.113 -1.1%
Shareholders' Equity 355.262 360.774 -1.5%
Earnings before valuations
(as exported by the internal information of the Group)
33.827 29.991 12.8%
Fair Value Losses from investment property -180 -752 -
Profit/losses before tax 3.387 -14.609 -
Net Losses after tax & non-controlling interests -3.159 -22.060 -
Turnover 49.158 44.037 11.6%

Within 2016, "The Mall Athens" recorded an increase in EBITDA by 7.7% reaching €26.5m. Mediterranean Cosmos" in Pylaia Thessaloniki recorded an increase in EBITDA by 6.6% reaching €14.5m and "Golden Hall" increased its EBITDA by 9.4% reaching €15.2m.

Total Group debt has been reduced by €21m during the current period. The financial ratios NET DEBT / TOTAL ASSETS and NET / EQUITY reached 29.9% and 46.4% accordingly.

The Group uses certain Alternative Performance Measures (APMs) due to certain special features of the business category but also due to the application of IFRS 11 according to which the Group will account for LAMDA Olympia Village, owner of The Mall Athens, on an equity basis. The participation of the aforementioned company in the APMs is significant since its EBITDA contributes approximately 39% in the total Group pro-forma EBITDA.

Definitions (APMs)

    1. Net Asset Value: Group Equity adjusted by the deferred tax liability and asset increased by the deferred tax liability of the joint venture Lamda Olympia Village which is accounted for on an equity basis due to IFRS 11 (note 8 of the financial statements)
    1. Total Group operating results (EBITDA) before valuations: Group operating results (EBITDA) which derive from the proportional method of consolidation without taking into account the fair value gains/losses that occur from the valuations of the investment property as well as the impairment losses of the other assets.
PRO-FORMA
Condensed Group financial figures
(all amounts in € thousands)
01.01.2016 to
31.12.2016
Share of net profit
of investments in
joint ventures
01.01.2016 to
31.12.2016
EBITDA before valuations 20.815 13.012 33.827
Net loss from fair value adjustment on investment property
and land (826) (4.456) (5.282)
Depreciation (853) (389) (1.242)
Net interest (15.749) (6.697) (22.446)
Taxes (6.569) (1.470) (8.039)
Group Results (3.182) (3.182)
    1. Pro-Forma EBITDA before valuations. It is an alternative name of the previously mentioned measure.
  • 4. Retail EBITDA. Sum of each EBITDA of the shopping centers Golden Hall, Mediterranean Cosmos and 50% of The Mall Athens' EBITDA.
  • 5. EBITDA of the shopping centers (The Mall Athens, Mediterranean Cosmos and Golden Hall). Individual EBITDA of the companies Lamda Olympia Village SA, PYLAIA SA και Lamda Domi SA, which are involved in the exploitation of the shopping centers The Mall Athens, Mediterranean Cosmos and Golden Hall respectively.
    1. Change in EBITDA of the shopping centers (The Mall Athens, Mediterranean Cosmos, Golden Hall). Percentage change of the current year vs last year.
    1. Net Debt / Total Assets. (Debt minus Cash and cash equivalents minus Financial instruments held at fair value through profit or loss) over (Investment property plus Property, plant and equipment plus Investment in joint ventures and associates plus Inventories).
    1. Net Debt / Equity (Debt minus Cash and cash equivalents minus Financial instruments held at fair value through profit or loss) over Equity attributable to equity holders of the parent.

SIGNIFICANT EVENTS

Change in voting rights

GSO Capital Partners LP, which controls the exercise of the voting rights of seven investment funds [GSO Special Situations Master Fund (Luxembourg) S.à.r.l., GSO Palmetto Opportunistic Investment (Luxembourg) Partners S.à r.l., GSO Credit-A (Luxembourg) Partners S.à.r.l., GSO Coastline Credit (Luxembourg) Partners S.à r.l., GSO Aiguille des Grands Montets (Luxembourg) S.à.r.l., GSO Cactus Credit Opportunities (Luxembourg) S.à r.l. and GSO Oasis Credit (Luxembourg) Partners S.à.r.l.] that directly participate to the Company's share capital, in its capacity as manager or advisor of these funds, on the 5th, June 2015 acquired a percentage of 7.88% of the Company's share capital from investment funds, controlled by TPG – Axon Management L.P.. Based on the abovementioned change the total percentage of the Company's share capital and the voting rights controlled by GSO Capital Partners LP was increased to 20.9% as at 31/12/2015. Due to disposal of shares within 2016, the total percentage of the Company's share capital and voting rights controlled by GSO Capital Partners LP was decreased to 16.61%.

PROSPECTS

The Company observes the performance of the shopping centers through ratios, which, according to international standards, are mainly the customer visits ratio and the ratio of the shopkeepers' turnover. According to these ratios there is an increase in the period of 01/01/2016-31/12/2016 in customer visits by 0.8% in relation to 2015. Also, there is an increase in the shopkeepers' turnover by 2.9%. It must be noted that Group EBITDA before valuations with the proportional method amounts to €33.817 thousands compared to €29.991 thousands in the comparative year of 2015. This figure is a record for the operating results of the Company since its beginning. The Company is not able to accurately predict the course of business on a short-term basis. The occupancy of the shopping centers in 2017 is estimated to be substantially unchanged from 2016 which reached 98%.

The Company, in January 2016, announces the acquisition of 66% of the share capital of ECE-LAMDA HELLAS SA aiming to the quality upgrading of the property management services of "The Mall Athens" and "Golden Hall", as well as for cost saving purposes. This action improved the total operating result for 2016 of the two respective shopping centers for the amount of €1.2m. The improvement of the operating result due to the aforementioned acquisition is of a permanent nature. The level of the borrowingsis estimated to remain stable.

In relation to "Lamda Olympia Village" joint venture, the company repaid in April of 2016 bonds of total value of €2m, more specifically. Consequently, at the end of 2016, the remaining principal of the bond loan amounted to €100m (amounts are quoted at 50% based on current ownership percentage), while it has been agreed with the bondholders an extension till 27/7/2017 so that a medium term agreement can be finalized.

SIGNIFICANT RISKS FOR YEAR 2017

Fluctuations in property values

Fluctuations in property values are reflected in the income statement and balance sheet according to their fair value. An increase in yields would have a significant impact on the Group's profitability and assets. However, due to the successful performance of Shopping and Leisure Centers "The Mall Athens", "Golden Hall" in Maroussi and "Mediterranean Cosmos" in Pylaia Thessaloniki, their market value is less likely to be reduced. In this context, we note that despite the existing factors of increased uncertainty, the values reported provide the best estimate for the Company's investment property. The complete impact of the consequences of the economic situation may affect the value of the Group's investment property in the future.

Credit risk

Income will be significantly affected in case the tenants are unable to fulfil their contractual obligations due to either restriction in their financial activities or instability of the local banking system.

However, the Group has a well-diversified tenant mix consisting mainly of profitable companies with good reputation. The customers' financial condition is monitored on a recurring basis. The Company's management does not expect significant losses from impaired receivables except for those that have been provided for.

Foreign exchange risk

The Group operates mainly in Greece and the Balkans and is therefore exposed to foreign exchange risk arising from various currencies. The majority of the Group's transactions are carried out in Euro. Foreign exchange risk arises from future commercial transactions as well as the assets, liabilities and net asset value of investments operating in foreign countries.

The Group's standard practice is not to pre-purchase foreign exchange, not to enter into forward foreign exchange contracts with external counterparties and not to enter into currency hedging transactions.

Interest rate risk

The Group's interest rate risk derives mainly from bank loans with floating interest rates based on Euribor. The risk is partially hedged with cash held at floating rates.

The group analyses its interest rate exposure and manages the interest rate risk through refinancing, renewal of existing loans, alternative financing and hedging. The interest rate risk is disclosed in note 2.11 of the annual separate and consolidated financial statements of 2016.

Inflation risk

The Group's exposure to inflation risk is limited as the Group enters into long term operating lease arrangements for a minimum of 6 years that are adjusted annually according to the Consumer Price Index plus margin up to 2%.

Liquidity risk

Liquidity needs are satisfied in full by the timely forecasting of cash needs in conjunction with the prompt receipt of receivables and by using sufficient and available cash resourses.

Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts. Cash and cash equivalents are considered assets with high credit risk since the current macroeconomic environment in Greece affects significantly the local banks. We do not anticipate any losses deriving from the banks' credit ratings where the Group holds its accounts.

External factors

The Company has investments in Greece, Romania, Serbia, Bulgaria and Montenegro. The Group can be affected by external factors such as political instability, economic uncertainty and changes in local tax regimes. The financial risk factors are discosed in note 3 of this annual financial report.

PENDING LITIGATION

1. THE MALL ATHENS

1.1 Pending litigation

With regard to the legal issues relating to the particular investment, the following should be noted:

In total, five (5) petitions for annulment have been filed before the Council of State, relating to the area where the Olympic Press Village (or "Olympiako Chorio Typou") and the Shopping Center "The Mall Athens" were built, whose legal owner is the Company's subsidiary "LAMDA OLYMPIA VILLAGE S.A." (hereinafter, "L.O.V."). Specifically:

(a) The first petition for annulment directly contests the validity of Law 3207/2003, which is in lieu of the building permit for all the buildings constructed on this particular area. The petition aims to have the Law declared null and void, on the basis that it is allegedly not compatible with the provisions of the Constitution of the Hellenic Republic. The petition was heard on 03.05.2006 and the Fifth Section of the Council of State sent the case to the court's Plenary Session by means of its decision No 391/2008. The petition was heard before the Plenary Session on 05.03.2010, further to successive postponements of hearings previously scheduled for 05.02.2010, 09.10.2009, 08.05.2009 and 07.11.2008.

By means of decision No 4076/2010 of the Plenary Session, the hearing of the petition was postponed until the issuance of a decision by the Court of Justice of the European Union over another case, in which– according to the Council of State – similar legal issues were raised. The Court issued in decision in October of 2011, further to which the petition was heard before the Plenary Session of the Council of State on 05.04.2013, following postponements on 11.01.2013 and 01.03.2013. By virtue of its decision No 376/2014, the PlenarySession accepted the said petition and the Court annulled the silent confirmation by the competent planning authority of the Ministry of Environment, Planning & Public Works (namely, DOKK) that the studies of the project submitted to such authority were compliant with article 6 paragraphs 1 and 2 of Law 3207/2003.

The Council of State annulled the aforementioned act, because it identified irregularities of a procedural nature in the issuance of the licenses required for the project. In light of such nature of the identified irregularities, it is estimated that they may be rectified, and LOV has already initiated the procedure required further to the issuance of the said decision. The completion of the above mentioned procedure, which of course requires the effective contribution of the involved competent public services, will safeguard the full and unhindered operation of the Shopping Center.

(b) The second petition seeks annulment of the deemed approval of the designs submitted by L.O.V. to the Ministry of Environment, Planning and Public Works, pursuant to article 6 paragraph 2 of Law 3207/2003. By means of its decision No 455/2008, the Fifth (E') Section of the Council of State postponed the hearing of the case, until the issuance of the decision by the Court's Plenary Session on the first petition for annulment. The petition was heard on 02.04.2014, further to a postponement of the hearing previously scheduled for 02.12.2009, 02.06.2010, 03.11.2010, 08.06.2011, 02.11.2011, 11.01.2012, 07.03.2012, 02.05.2012, 07.11.2012, 06.03.2013, 02.10.2013 and 05.02.2014. The Fifth Section issued its decision No 4932/2014, whereby the court cancelled the proceedings.

(c) The third and fourth petitions for annulment seek the annulment of a series of pre-approvals and operating licenses respectively, issued by the Municipality of Maroussi to a number of stores operating in the aforementioned Shopping Center, on the basis that the law on which said pre-approvals and licenses were issued is not compatible with the provisions of the Constitution. The said petitions have been scheduled to be heard before the Fourth (D) Section of the Council of State on 13.06.2017, further to successive postponements of hearings previously scheduled for 09.01.2007, 23.10.2007, 08.01.2008, 07.10.2008, 16.06.2009, 12.10.2010, 29.03.2011, 14.02.2012, 09.10.2012, 12.02.2013, 04.06.2013, 19.11.2013, 06.05.2014, 11.11.2014, 16.06.2015, 08.12.2015, 07.06.2016, 06.12.2016 and 21.03.2017.

In light of the aforementioned decision of the Court's Plenary Session, the Company's legal advisors believe that the third and fourth petitions for annulment will be accepted.

(d) The fifth petition for annulment contests the validity of the decision of the Board of Directors of OEK (Worker's Housing Organization or "Organismos Ergatikis Katoikias"), which authorized the sale to L.O.V. of the plot of land where the Shopping Center was erected. Similar to the foregoing cases, the legal basis of the petition for annulment is the alleged incompatibility of Law 3207/2003 with the provisions of the Constitution. The said petition was heard on 21.03.2017, further to successive postponements of hearings previously scheduled for 09.01.2007, 23.10.2007, 08.01.2008, 07.10.2008, 16.06.2009, 12.10.2010, 29.03.2011, 14.02.2012, 09.10.2012, 12.02.2013, 04.06.2013, 19.11.2013, 06.05.2014, 11.11.2014, 16.06.2015, 08.12.2015, 07.06.2016 and 06.12.2016 and a decision is pending.

The fifth petition for annulment will probably be rejected on the grounds that the matter falls outside of the Court's jurisdiction (the decision under annulment not being an enforceable administrative act).

It is noted that L.O.V. has intervened in all cases as a third party in the proceedings to support the validity of the acts contested.

Finally, in the event that any of the above petitions for annulment is accepted, L.O.V. will be entitled to seek redress for any damages it may suffer against the Greek State.

1.2 Potential impact of pending litigation on the existing contracts

(a) In 2006 the Company transferred 50% of the shares it holds in L.O.V. to the company "HSBC PROPERTY INVESTMENTS LUXEMBOURG S.A.R.L.". The relevant agreement provides that, if either of the first two petitions is irrevocably accepted, the purchaser will be entitled to a refund of the amounts, which it will have paid to the seller for the purchase ofthe above shares, plusthe purchaser's share in L.O.V.'s accrued distributable profits and to 75% ofits non-distributable reserve funds(provided that they do not relate to the building complex or the office building and disregarding any non-realized profits from reserve funds, which derive from the re-valuation of fixed assets), and shall transfer the shares in question back to the Company. However, in this case, the Company's legal advisors believe that the course of this agreement over the years decreases the possibility of application of the specific contractual provision. Following a new agreement, dated 20.02.2015, the deadline for the exercise of the said right has been extended to 30.09.2017. Under certain circumstances, related to a potential especially negative course of the company, this right could be exercised prior to the expiration of the deadline.

(b) In addition to the above, L.O.V. sold the office building "ILIDA BUSINESS CENTRE" to the company "EUROBANK Leasing S.A." on 26.06.2007. "EUROBANK Leasing S.A." entered into a financial lease agreement with "Blue Land S.A." regarding the said office building. The respective deed of transfer includes a provision specifying that, if either of the first two petitions is irrevocably accepted on the grounds that Law 3207/2003 is not compatible with the provisions of the Constitution, then the transaction shall be reversed by reinstatement of the property to its original status, in which case the buyer "EUROBANK Leasing" shall be entitled to the full buying price and the ownership of the office building shall return to L.O.V. Two opposing lawsuits were filed; the first one was filed by the Company and L.O.V. and is seeking to have identified that the conditions for the said provision have not been fulfilled and the second one was filed by "EUROBANK Leasing S.A." (and "BLUE LAND S.A." intervened as a third party in the proceedings to support the validity of EUROBANK's claims) and is seeking to have identified that the conditions have been met and that the purchase price be returned to "EUROBANK Leasing S.A.". The case was heard (further to postponement) on 11.10.2016, the next step being the issuance of the Court's ruling.

The Company's legal counsel's assessment, which is also based on the opinions of Professors of the Athens University, is that the said provision of the deed of transfer is not applicable, as it regulates issues that may not be rectified, whereas the Council of State identified matters that could be remedied and, in fact, the Company has already initiated the procedure for such remedy. Further, pursuant to the aforementioned deed

of transfer, in the event of any other ruling of the Council of State regarding the said Law's non-compatibility to the Constitution, including the acceptance of the second, fourth or fifth petition, then the purchaser will be entitled to repudiate the contract and demand restoration of the aforementioned actual damages, following the lapse of a period of two years from the date of issuance of the decision on the annulment petitions, on condition that any defects or deficiencies resulting from said decision have not been remedied in the meantime.

(c) In any case, as already mentioned, L.O.V. is entitled to seek redress for any damages it may suffer against the Greek State as a result of the aforementioned petitions for annulment.

2. MEDITERRANEAN COSMOS

With regard to the legal issues relating to the particular investment, the following should be noted:

Contractor "MICHANIKI S.A." undertook a significant part ofthe construction works for the "Mediterranean Cosmos" Shopping Center in Pylaia, Thessalokini. Both "PYLAIA S.A.", a subsidiary of the Company, and "MICHANIKI S.A." have filed actions and counter-actions, which were jointly heard on 01.04.2009, following a postponement of the hearing initially set for 02.04.2008. The total claims of "PYLAIA S.A." against "MICHANIKI S.A." stand at € 18,340,931.49 (including the amount of € 2,000,000 as compensation for moral distress). On the basis of the actions it has filed, "MICHANIKI S.A." claims the amount of € 34,826,329.14 (including the amount of € 10,000,000 as compensation for moral distress).

By virtue of its decision 8172/2009, the Athens Multi-Member 1st Instance Court:

(i) Rejected the claims of "PYLAIA S.A.", adopting the false reasoning that "PYLAIA S.A." had assigned its claims under the contracts in question (with "MICHANIKI S.A.") to the bondholder agent further to a respective agreement and, therefore, was not entitled to seek redress for its pertinent claims.

(ii) Rejected certain claims of "MICHANIKI S.A." as vague or unfounded and ordered a continuance hearing, to follow the issuance of an expert opinion on certain allegations of one of the actions.

"PYLAIA S.A." had lodged an appeal against the above decision, seeking to reverse it to the extent that it rejected "PYLAIA S.A."'s actions as per point (i) above. The appeal was heard before the Athens Court of Appeal on 28.02.2013 (following a postponement of the initial hearing date which was the 27.09.2012) and rejected by virtue of the court's decision No. 3977/ 2013. The court ruled that since "PYLAIA S.A." had assigned its claims from said contracts with "MICHANIKI S.A." to the bondholder agent under respective contract, it was not legally entitled to achieve the satisfaction of those claims. The Company submitted an appeal on points of law in front of the Supreme Court, which was heard on 11.05.2015. The Court recently accepted the appeal of "PYLAIA S.A." by means of its Decision No 208/2016, despite the negative opinion issued by the Judge Rapporteur, and sent the case back to the Court of Appeals for a new hearing. Further to the above and following the submission to the Court of the expert's report which is favorable to "PYLAIA SA", the hearing of the lawsuits of "MICHANIKI SA" had been set on 13.03.2013, was postponed for 27.05.2015 and then cancelled.

In addition, "PYLAIA SA" filed a third lawsuit against "MICHANIKI SA" on 24.12.2010 claiming additional compensation of € 2,073,123.13 (which includes the amount of €500,000 for moral damages). The hearing had been scheduled for 25.02.2015, following a postponement on 21.11.2012, but it was cancelled.

Moreover, on 28.12.2010 "PYLEA S.A." filed the nr13132, 13134 and 13129/2010 lawsuits to the Athens Multi-Member 1 st Instance Court against "MICHANIKI SA", the hearing of which took place on 13.02.2013, following a postponement of the hearing of the case on 14.11.2012. Such lawsuits are identical to the previously presented lawsuits, save that they have been filed jointly with the company "EUROHYPO S.A.", to address the event where the Court rules that "PYLAIA SA" is not entitled to file these lawsuits in its name. This is the reason why the hearing of those lawsuits was cancelled on 13.02.2013 and was reenacted so that

those lawsuits were scheduled to be heard on 18.03.2015, but the hearing was postponed for 25.01.2017 and then cancelled.

Finally, on 09.11.2012 "MICHANIKI S.A." filed a lawsuit before the Athens Multimember Court of First Instance, claiming additional compensation amounting to € 2,293,016.59, namely the amount that "PYLAIA S.A." collected from Alpha Bank by forfeiture of "MICHANIKI S.A."'s bank bonds, and an additional amount of € 500,000.00 as moral damages. The lawsuit was set to be heard on 28.05.2015, but was postponed for 12.10.2017.

In general, pursuant to the assessment of Company's legal counsels, the substantiated claims of "PYLAIA S.A." against "MICHANIKI S.A." significantly exceed the substantiated counterclaims of the latter against "PYLAIA S.A.".

RELATED-PARTY TRANSACTIONS

The related-party transactions according to IAS 24 of the Company and the Group are disclosed in the note 30 of the consolidated financial statements for the year ended on 31 December 2016. It is noted that the transactions with the related parties are intra-group transactions and there are notsignificant transactions with related parties outside Group.

CORPORATE GOVERNANCE DECLARATION

A. Corporate Governance Code

The Company, pursuant to Law 3873/2010 has enacted and implements a Corporate Governance Code, which can be found in its website www.lamdadev.com

B. Corporate Governance principles that the Company follows in addition to laws and regulations

The Company, with a view to implementing a structured and adequate system of Corporate Governance, has adopted and implements specific practices in addition to the provisions of the law, which may be outlined as follows:

  • The Company draws a clear distinction between the responsibilities of the Chairman, who is a non-executive member of the Board, and those of the CEO.
  • The Board is composed by a majority of non-executive members, with a significant presence of independent non-executive members who's number, in the present composition, amounts to a total of three (3).
  • Establishment of Compensation and Nomination Committee to assist the Board of Directors in all matters concerning the general principles governing the management of the Company's human resources, and especially the policies on compensation, benefits and incentives for the Board of Directors' executive members and the executives and employees of the Company, as well as the empowerment of the company's administrative centres, thus the assurance of the effective management of the Company by identifying, presenting and nominating suitable candidates for the filling of vacancies in the Board of Directors and approve the documented recommendations of CEO for hiring and promoting executives.
  • The Company establishes a standard procedure for the evaluation of the Board and its Committees, which takes place at least every two years.

The above mentioned practices are analytically mentioned in the Corporate Governance Code, which has been posted on the Company's website www.lamdadev.com.

C. Description of the internal control and risk management system with regard to the preparation of the financial statements

C.1. Internal Control System

The Group implements a "safety valves" mechanism for the preparation of financial statements, aiming to prevent or identify material errors on time, in order to ensure the credibility and efficiency of operations and the compliance with laws and regulations. The selection and placing of material accounts and group companies under this safeguard mechanism is performed using specific qualitative and quantitative significance criteria.

Regarding the preparation of financial statements, the main areas in which these "safety valves" are established are the following:

Organization - Allocation of Competencies

  • The assignment of authorities and responsibilities, both at the Senior Management and executives of the Group, enhances the efficiency of the Internal Control System while simultaneously safeguarding the segregation of duties.
  • The Company ensures the adequate staffing of financial departments with qualified personnel possessing the expertise and experience required for the fulfilment of their assigned duties.

Monitoring of the accounting process

  • Establishing a single centralized policy for the monitoring of the group subsidiaries' accounting departments.
  • Launching a program for the integration and monitoring of intercorporate transactions, tailored to meet the needs of the Group.
  • Conducting automatic checks and verifications between the various information systems.

Process for the safeguarding of assets

  • Setting up safety mechanisms for the Company's fixed assets, inventories, cash on hand and in banks and other assets.
  • Following a program of regular physical inventories to verify stock balance.

C.2. Information System Security

The Company has developed and integral framework for the supervision and monitoring of its information systems. This framework consists of a set of control mechanisms (networks security, access, security backups, etc.), a complete plan for the recovery of information infrastructures in case of disaster (Disaster Recovery Plan), and updates of software and hardware in order to meet all needs and necessities. Policies and procedures have been updated to cover the entire scope of the Group's information systems activities, among which the change management procedure with regard to information systems and services and the provision of detailed job, roles and duties descriptions for all the parties involved in the preparing of financial statements. Finally, limited access rights have been set for the system users according to their assigned tasks, and an entry log system is kept, in order to allow the immediate and efficient control of all users.

C.3. Risk Management

The identification and assessment of risks is mainly performed during the strategic planning and the annual business plan. The issues to be examined each time may vary, depending on the conditions of the market and the business sector in general. A more extensive reference to the risks to which the Group is exposed, is made in another section of the Board of Directors' Report. Major concern of the Company's Management is to ensure - by implementing the appropriate risk management system- that the entire mechanism shall readily and efficiently nip on the bud any risks or, at least, take the appropriate measures to mitigate their effects to the extent possible. To this end, the systems implemented by the Company provide for specific procedures and special policies and clearly determine the persons responsible for the risk management at each level and delineate their powers.

The Board of Directors is the competent body that has the ultimate responsibility for the monitoring and assessment of the internal control and risk management systems. The responsibility for monitoring the compliance with the system resides with: a. The AuditCommittee of the Board; and b. the Company's Internal Audit Department, as set out in detail in the Corporate Governance Code posted on the Company's website (www.lamdadev.com).

D. Additional information pursuant to sections (c), (d), (f), (g) and (h) of article 10 par. 1 of the 2004/25/EC Directive

  • The additional information pursuant to section (c) of article 10 par. 1 of the 2004/25EC Directive can be found in the section of the current Directors Report that presents the additional information pursuant to article 4 par. 7 of Law 3556/2007
  • With regard to the additional information pursuant to section (d) of article 10 par. 1 of the 2004/25/EC Directive, there is not any kind of titles issued by the Company which confer special rights to their holders
  • With regard to the additional information pursuant to section (e) of article 10 par. 1 of the 2004/25/EC Directive, there does not exist any limitations whatsoever with regard to voting rights.

  • The additional information pursuant to section (f) of article 10 par. 1 of the 2004/25/EC Directive, relevant with the amendment of the Articles of Association of the Company and the appointment and replacement of a member of the Board of Directors, are included in another section of the current Directors Report that presents the additional information pursuant to article 4. par. 7 of Law. 3556/2007.

  • The additional information pursuant to section (g) of article 10 par. 1 of the 2004/25/EC Directive can be found in the section of the current Directors Report that presents the additional information pursuant to article 4 par. 7 of Law 3556/2007.

E. Information regarding the mode of operation of the General Meeting of the Shareholders and its authorities, as well as the description of the Shareholder rights and their exercise

E.1. General Meeting of the Shareholders

The General Meeting is the supreme body of the Company; it is convened by the Board of Directors and has the authority to decide on all matters that concern the Company. Shareholders have the right to participate to the General Meeting, either in person or through a legally authorized representative, in accordance with the legal procedure that is in effect.

The Board of Directors ensures that the preparation and the proceedings of the General Meeting of Shareholders facilitate the effective exercise of shareholder rights, within the framework of the Articles of Association, thustheir participation, especially the shareholders with minority rights, the foreign shareholders and those living in isolated areas.

In relation to the provisions of L. 3884/2010 the Company posts on its website at least twenty (20) days before the General Meeting, both in the Greek and English language, information regarding:

  • The date, the time and the place where the General Meeting of Shareholders is being convened.
  • The basic rules and practices for participating, including the right to add items to the daily agenda and to submit questions, as well as the deadlines for exercising those rights.
  • The voting process, the conditions for representation through an agent, and the documents that are used for voting through an agent.
  • The proposed daily agenda of the Meeting, including the draft decisions for discussion and voting, as well as any attached documents.
  • The proposed list of candidate members of the BoD and their biographical statements (provided that members must be elected).
  • The total number of shares and voting rights on the date of the convocation.

The General Meeting is entitled to elect its Chairing Committee, consisting of the Chairman and Secretary of the General Meeting. Until approval of the Chair election list, the Chairman of the Board of Directors, or his legal Substitute, or the eldest Shareholder attending,shall act as interim Chairman and appoint a Secretary among the shareholders attending.

Summary of the minutes of the General Shareholder Meeting are made available on the Company's website within 15 days as of the end of the General Shareholder Meeting both in Greek and English.

E.2. Shareholder participation in the General Meeting

Every shareholder is allowed to participate and vote at the General Meeting of the Company that appears with that capacity in the records of the entity that holds the transferable securities of the Company at the commencement of the fifth (5th) day before the date of the General Meeting, and, in the case of the Second General Meeting, at the start of the fourth (4th) day before the date of the Second General Meeting. The exercise of these rights does not require the blocking of the shares of the holder, nor the observance of any

other equivalent procedure. The shareholder can appoint a representative if he or she wishes. In other respects, the Company complies with the provisions of codified law 2190/1920.

E.3. Procedure for participating and voting through a representative

Shareholders may participate in the General Meeting and vote either in person or by proxy. Each shareholder may appoint up to three (3) proxies and legal entities/shareholders may appoint up to three (3) individuals as proxies. In cases where a shareholder owns shares of the Company that are held in more than one Investor Securities Account, the above limitation does not prevent the shareholder from appointing separate proxies for the shares appearing in each Account. A proxy holding proxies from several shareholders may cast votes differently for each shareholder.

It is noted that provided that the Board of Directors establishes that the previous material and technical resources adjustment is still in place, ensuring the identification of shareholders and the security of the electronic communication, and allowing for the transmission ofthe meeting or for a two-way communication, the shareholders may participate at the general meetings by electronic means, i.e. without physical participation at the venue of the general meeting. This participation may take place via real time transmission of the meeting or real time two-way communication, enabling shareholders to address the general meeting from a remote location. The company's Board of Directors shall be responsible to establish whether the above requirements, such as are necessary to ensure the technical feasibility and security of the participation in the general meeting by electronic means, are met.

Provided that the board of directors establishes that the previous material and technical resources adjustment is still in place, ensuring the identification of shareholders and the security of the electronic communication, the company's shareholders shall be able to exercise their voting rights at a general meeting from a remote location, either by voting by correspondence or by electronic means. In such an event, the company shall distribute ballot forms beforehand either in electronic format via its website or in paper form at its registered office. The exercising of voting rights by electronic means may take place before or during the general meeting. The Shareholders voting by correspondence shall be counted in the calculation of quorum and majority, on the condition that the Company receives the relevant ballots at least by the beginning of the General Meeting. The company's Board of Directors shall be responsible to establish whether the above requirements, such as are necessary to ensure the technical feasibility and security of the shareholders' distant participation in the general meeting, are met.

In any case, the Board of Directors shall include in the Notice of the General Meeting all the necessary information on the possibility of distant voting and the participation in the General Meeting by electronic means. Should the Board of Directors establish that the technical requirements, as necessary to secure the holding of a general meeting by electronic means or the shareholders' distant voting at the general meeting, are not met, then it shall mention this fact in the notice of the general meeting.

E.4. Minority rights

All issues pertaining to minority matters and rights shall be regulated in accordance of article 23 of the codified Articles of Association:

1. All issues pertaining to minority matters and rights shall be regulated in accordance with the provisions of Codified Law 2190/1920, as in force.

2. Upon request of shareholders that represent at least 10% of the Relevant Equity Shares as well as of the GSO Entities, provided that the latter hold at that time in aggregate at least 10% of the Relevant Equity Shares, which request is submitted to the Company with the timeframe of Article 39(4) of Codified Law 2190/1920, the Board of Directors is obliged to provide the General Meeting with the following information: (a) non-confidential information regarding any event or development that occurs within the Company or which comes to the attention of the Company and which could reasonably be expected to cause a material

change to the Group's business or the ceasing of operations or operation of any material operating subsidiaries, lead to the de-listing of the shares of the Company and/or conversion of the Company into a private company and/or its ability to perform (other than in a non-material way) its obligations relating to the acquisition by the GSO Entities of the 10% of the share capital of the Company on 2.7.2014; and (b) material details of any formal third party written offer or approach (coming to the attention of the Board of Directors) which mightreasonably be expected to lead to any sale or disposal or a series of sales or disposals by Consolidated Lamda Holdings S.A. (or by persons affiliated to such shareholder) of securities (including shares, preferred shares, any convertible equity securities as well as rights to acquire or convert into shares and/or shareholder loans) that exceed in aggregate 5% of the securities issued from time to time by the Company or by any holding company, in which the share capital structure of the Company is replicated in all material respects, to any third party that is not an affiliate entity with such shareholder (or does not constitute a shareholder, partner, representative or agent of such affiliated entity established in any jurisdiction directly or indirectly with the purpose to hold such sharesfor it)such sale or series of sales being completed through transfer of legal ownership against consideration during any twelve (12) month period starting on 3 July 2014 or any successive twelve month period, unless in the case of a bona fide sale on an arm's length basis by a securities holder where such holder holds those securities solely as mortgagee, chargee, pledgee or otherwise as security for any loan, liability or facility properly granted on an arm's length basis;

F. Composition and operation of the Board of Directors and any other administrative, managing or supervisory bodies or committees of the Company

F.1. Board of Directors

F.1.1. Role of the Board

The Board of Directors shall be competent to decide upon any issue pertaining to the administration, and management of the assets of the Company and the fulfilment of its corporate purpose, with the law and excluding the issues, responsible to decide is the General Meeting of the Shareholders. The Board of Directors effectively exercises its leadership role and manages its issues for the benefit of the Company and all the shareholders, ensuring that the Management implements the corporate strategy. In addition, ensures fair and equal treatment of all shareholders, including shareholders with minority rights and foreign shareholders.

F.1.2. Size and the composition of the Board

The Board of Directors composed as majority of non-executive members, and includes at least two (2) independent members in the sense of L.3016/2002.

According to article 10 of the codified Articles of Association:

1. The Company is administered by a Board of Directors consisting of minimum five (5) to maximum eleven (11) members that are elected by the Shareholders' General Meeting and that may, but need not be, Shareholders. The members may be either natural or legal persons.In the case that a legal person is Member of the Board of Directors, it is required to designate a natural person to exercise its powers as member of the Board of Directors. The elected members of the Board of Directors may be reelected. The General Meeting may, as and when it considers appropriate, elect Substitute members, up to a number that shall not surpass that of the ordinary members.

1α. Prior to any generalmeeting ofshareholders which is convened for the purposes of electing new members of the Board of Directors the Manager (as defined in paragraph 10 of the present article) acting on behalf of the GSO Entities (as defined in paragraph 9 of the present article) is entitled to appoint for as long as the GSO Entities hold in aggregate at least 10% of the Relevant Equity Shares (as defined in paragraph 13 of the present article) one (1) member of the Board of Directors pursuant to the provisions of Article 18 (3) and

(4) of Codified Law 2190/1920. Such member of the Board can be removed at any time by decision of the Manager and be replaced by other member until the expiration of the relevant office term. In the event that, and for aslong as, the GSO Entities cease to hold in the aggregate at least 10% of the Relevant Equity Shares the above appointed person shall automatically cease to be a member of the Board of Directors.

1b. The appointment right set out in paragraph 1a above is also granted to any shareholder who either on a stand-alone basis or together with any Affiliates holds in the aggregate at least 10% of the Relevant Equity Shares of the company, provided that, following the election of new members of the Board of Directors by the General Meeting of Shareholders prior to which the relevant appointment right is exercised, the number of the members of the Board of Directors will not exceed the maximum number of members set out in paragraph 1 of the present article.

2. The term of office of Board Directors members shall be five (5) years and may be extended until the first Ordinary General Meeting convened after the expiration of the said term, but cannot exceed six (6) years in total.

3. Should there be, for any reason, any vacancies in one or more board positions, these shall be filled, by order of election, by substitute members, if any, elected by the General Meeting, pursuant to article 10, paragraph 1 of the Articles of Association.

4. In the case that the filling of vacancies is not possible, whether because no substitute members have been elected by the General Meeting, or because their number is insufficient, the Board of Directors may either elect directorsto fill in the vacancies, or carry on with the administration and representation of the Company with the remaining directors and without replacing the former members, on the condition that the remaining number of directors is superior to one half of the initial number of members as it was before the occurrence of the aforementioned events. That said, the number of Board members cannot, at any time, be inferior to three.

4a. The right of the Board of Directors to substitute vacant members as per the above paragraph shall not exist in relation to the replacement of members that have been appointed in the Board of Directors pursuant to paragraphs 1a and/or 1b of the present article. Any members that have been appointed in the Board of Directors pursuant to paragraphs 1a and 1b of the present article can only be substituted through a decision of the shareholders that have appointed such members pursuant to paragraphs 1a and 1b of the present article.

4b. The right of the Board of Directors to continue to manage and represent the Company through any remaining members and without having replaced any vacant members shall not prejudice the right of the shareholders mentioned in paragraphs 1a and/or 1b of the present article to exclusively replace any vacant member that has been appointed by such shareholders pursuant to paragraph 4a of the present article.

5. Should there be an election for replacing members, these shall be elected by the Board of Directors upon decision of its remaining members, provided their number is not inferior to three (3), and shall stay in office for the remaining of the term of office of the member to be replaced. The decision pertaining to the election is subject to the publication formalities under article 7b of Codified Law 2190/1920, as in force from time to time, and shall be announced by the Board of Directors at the first subsequent General Meeting, which has the power to replace the elected members even if no such item is entered on the agenda. The right of the General Meeting set out above to elect permanent members in replacement of those mentioned in paragraph 4 of the present article shall not exist in relation to members that have been appointed by the shareholders pursuant to paragraphs 1a and/or 1b of the present article given the exclusive right of replacement granted to such shareholders pursuant to paragraphs 4a and 4b of the present article.

6. The election of directors in replacement of vacancies shall be compulsory when the number of the remaining directors is inferior or equal to half of the initial number of directors, as it was before the

occurrence of one or more vacancies. The appointment of members pursuant to paragraphs 4a and 4b of the present article in replacement of any vacant member that has been appointed pursuant to paragraphs 1a and/or 1b of the present article is always compulsory.

7. In case one or more members of the Board of Directors resign, pass away, or lose membership in any way, the remaining members may continue the administration and representation of the Company without replacing the vacancies, on the condition that their number is superior to one half of the initial number of members before the occurrence of the aforementioned events. In any case, the number of Board members cannot, at any time, be inferior to three (3). The right of the Board of Directors to continue to manage and represent the company through the remaining members and without substituting any vacant members shall not prejudice the right of the shareholders mentioned under paragraphs 1a and/or 1b of the present article to exercise their exclusive right to replace any vacant member that has been appointed by the same pursuant to paragraphs 4a and 4b of the present article.

8. In any case, the remaining members (even one) of the Board of Directors, regardless of their number, may convene a General Meeting with the express purpose of electing a new Board of Directors. In this case, prior to such General Meeting the shareholders mentioned in paragraphs 1a and 1b of the present article shall fully exercise their rights under the abovementioned paragraphs.

9. "GSO Entities" means the following legal persons:

GSO Special Situations Master Fund (Luxembourg) S.a r.l.

GSO Palmetto Opportunistic Investment (Luxembourg) Partners S.a r.l.

GSO Credit -A (Luxembourg) Partners S.a r.l.

GSO Coastline Credit (Luxembourg) Partners S.a r.l.

GSO Aiguille des Grands Montets (Luxembourg) S.a r.l.

GSO Cactus Credit Opportunities (Luxembourg) S.a r.l.

GSO Oasis Credit (Luxembourg) Partners S.a r.l.

and/or their respective Affiliates who, from time to time, are the registered holders of the shares of the Company. "Affiliate" means in relation to a person who is a shareholder of the Company (the "Shareholder") some or all of the following as may be appropriate and from time to time:

i) where the Shareholder is an Investment Fund, any Investment Fund of which: (a) that Shareholder (or any Group Undertaking of, or any (direct orindirect)shareholder in, that Shareholder); or (b)that Shareholder's (or any Group Undertaking of, or any direct orindirect)shareholderin, that Shareholder's) general partner, manager or Adviser, is the general partner, manager and/or Adviser;

ii) any Group Undertaking of that Shareholder, or of any (direct orindirect)shareholder in that Shareholder, or of that Shareholder's or of any (direct or indirect) shareholder in that Shareholder's general partner, manager and/or adviser (excluding any portfolio company thereof);

iii) any general partner, or manager of, and/or Adviser to, or holder of controlling interests (whether directly or indirectly) in, that Shareholder, or in any (direct or indirect) shareholder in that Shareholder, (or of, to or in any Group Undertaking of that Shareholder, or of any (direct or indirect) shareholder in that person)

or of, to or in any Investment Fund referred to in (i) above or of, to or in any Group Undertaking referred to in (ii) above;

iv) in relation to a body corporate, any Subsidiary Undertaking or Holding Company ofsuch body corporate, and any Subsidiary Undertaking of any such Holding Company, in each case from time to time.

10. "Investment Fund" means any collective investment undertaking, including investment compartments thereof, which raises capital from a number of investors, with a view to investing the funds raised in accordance with a defined investment policy for the benefit of such investors; The terms "Undertaking", "Group", "Shareholder", "General Partner", "Adviser", "Manager", "Subsidiary Undertaking", and "Holding Undertaking" that are used in the above paragraph shall have the meaning that is given to them by the legal framework applicable in the jurisdiction of establishment of the relevant legal person.

11. "Adviser" means a person who is appointed and/or engaged as a fund manager and/or an adviser to an Investment Fund under or pursuant to an investment management agreement or similar agreement from time to time;

12. "Manager" means GSO Capital Partners LP, a limited partnership with its registered office at 345 Park Avenue, New York, NY 10154, USA, as duly represented;

13. "Relevant Equity Shares" means the share capital of the Company, as is outstanding from time to time, excluding any shares issued under the stock option plan as approved by resolution of the General Meeting dated 23.6.2006, as amended by the resolution of the General Meeting dated 20.5.2010 and under any other stock option plan being approved pursuant to Article 13 (13) of the Codified Law 2190/1920 and being valid from time to time.

14. The verb "hold", in relation to shares,refers to shares being held directly and/or held through a nominee.

Moreover:

  • The Board of Directors shall elect, among its members and for its term of office, the Chair, Vice Chair and CEO of the Company. The offices of Chair or Vice Chair and CEO may be combined and held by the same person.
  • Should the Chair be prevented from exercising their duties, these shall be performed by the Vice Chairman or by any Director appointed for this purpose. Should there be a vacancy in the Bureau of the Board; the Board shall elect a replacement at its first meeting after the said vacancy took place. The newly elected member of the Bureau shall remain in office for the remainder of the replaced director's

The Board of Directors consists of the following eight (8) members and its service is until 30.06.2019:

  • Anastasios Giannitsis, Chairman, non executive member
  • Evangelos Chronis, Vice Chairman, non executive member
  • Odysseas Athanasiou, Chief Executive Officer, executive member
  • Fotios Antonatos, non executive member
  • George Gerardos, independent non executive member
  • Ulysses Kyriacopoulos, independent non executive member
  • Evgenia Paizi, non executive member
  • Dimitrios Politis, non executive member

Furthermore, from 26.03.2015 Mr. Akshay Shah will attend the meetings of the Company's Board of Directors as an observer, on behalf of the Investment Funds managed by GSO Capital Partners L.P. (hereinafter the "GSO Shareholders"), according to the relevant Shareholders Agreement dated 26.8.2014, between Consolidated Lamda Holdings, GSO Shareholders and the Company.

The Board of Directors as well as the observer's on behalf of the Investment Funds managed by GSO Capital Partners L.P. CV's have been posted on the Company's website (www.lamdadev.com).

F.1.3. Meetings

The Board of Directors convenes at the Company's registered office whenever required by Law, the Articles of Association or the needs of the Company.

The Board of Directors may convene by teleconference in accordance with the provisions of article 20, paragraph 3a of Codified Law 2190/1920.

The Board of Directors may validly convene in places other that the Company's registered office, whether in Greece or abroad, provided that in the said meeting are attending in person or by proxy all its members and that none of them objects to its taking place or to the taking of decisions.

During the year 2016, were held fifty seven (7) meetings of the Board of Directors.

F.2. Board of Directors Committees

F.2.2. Audit Committee

The purpose of the Audit Committee is to assist the Company's Board of Directors in its duties with regard to financial information, internal audit and monitoring of the ordinary audit. All the members of the Audit Committee are nominated by the Company's Shareholders' General Meeting (paragraph 1, Article 37 of Law 3693/2008).

The Committee is composed of at least two non-executive members and of one independent member within the meaning of Article 4 of Law 3016/2002. The independent, non-executive member is required to have a proven sufficient knowledge of accounting and auditing.

The Audit Committee operates in accordance with a detailed Operating Regulation, which has been posted on the Company's website (www.lamdadeve.com).

The Audit Committee consists of the following members:

  • Anastasios Giannitsis
  • Ulysses Kyriacopoulos
  • Dimitrios Politis

F.2.2. Compensation & Nomination Committee

The Compensation & Nomination Planning Committee is to assist the Board of Directors in all matters concerning:

  • A. the general principles governing the management of the Company's human resources, and especially the policies on compensation, benefits and incentives for the Board of Directors' executive members and the executives and employees of the Company, in accordance with the market conditions and the socio-economic context in general
  • B. the empowerment of the company's administrative centres, thus the assurance of the effective management of the Company by identifying, presenting and nominating suitable candidates for the

filling of vacancies in the Board of Directors and approve the documented recommendations of CEO for hiring and promoting executives.

The members of the Compensation & Nomination Planning Committee are appointed bythe Company's Board of Directors.

The Committee is composed of three (3) members, the majority of which are non-executive and independent, and of two (2) substitute members, one of which is substitute of the Chairman. The Chairman of the Compensation & Nomination Planning Committee and his substitute, are nominated by the Company's Board of Directors.

The Compensation & Nomination Committee operates in accordance with a detailed Operating Regulation, which has been posted on the Company's website (www.lamdadev.com).

The Compensation & Nomination Committee consists of the following members:

  • Fotios Antonatos, Chairman
  • Ulysses Kyriacopoulos, Member

Mr. Evangelos Chronis is appointed a substitute member of the Chairman and Mr. George Gerardos is appointed a substitute member of the Committee.

G. Diversity Policies

The Company is committed to international standards for diversity and equal opportunities. Provides equal opportunities to all employees and candidates at all levels of hierarchy, regardless the race, colour, religion, ancestry, sex, sexual orientation, age, disability, maritalstatus, or any other characteristic protected by law and expressly prohibits discrimination or harassment based on these factors.

All decisions relating to recruitment, promotion, training, performance evaluation, salary payments and benefits, disciplinary offenses and dismissal are free from any illegal discrimination. It should be noted that no incidents of discrimination have been reported in the Company.

The constructive use of difference and diversity, the respect regarding individual differences and the creation of a fair and meritocratic work environment for all employees without exceptions, is the key element for the Company's growth and the achievement of its strategic objectives.

EXPLANATORY REPORT OF THEBOARD OF DIRECTORS OF LAMDA DEVELOPMENT S.A. (Par.7 & 8, Article 4, Law 3556/2007)

1. Structure of the Company's share capital

The Company's share capital on 31.12.2016 amounts to euros 23,916,532.50 divided into 79,721,775 shares, with a nominal value of 0.30 euros each. All shares are listed for trading in the Securities Market of the Athens Exchange.

The shares of the Company are common registered with a voting right. Each share of the Company embodies all the rights and the obligations that are specified by the Law and the Company's Articles of Association. The liability of the shareholders is limited to the nominal value of the shares they hold.

2. Restrictions on the transfer of shares of the Company

The Company shares may be transferred as provided by the law and the Articles of Association provide no restrictions as regards the transfer of shares.

3. Significant direct or indirect participations in accordance with the provisions of articles 9 – 11 of L. 3556/2007

On 31.12.2016, the following shareholders held directly or indirectly, more than 5% of the share capital of the Company, in accordance with the provisions of articles 9-11 of L.3556/2007:

Shareholder Shares Percentage of
Share Capital
31.12.2016
Consolidated Lamda Holdings S.A. 40,557,865 50.87%
(1)
GSO Capital Partners LP
13,239,653 16,61%

(1) GSO Capital Partners LP controls the exercise of the voting rights of seven (7) investment funds, holding directly company's common shares, in its capacity as manager or advisor of these funds. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/ΙΙ GP Inc. The Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P., and as such, the ultimate controlling legal entity of the chain of the abovementioned companies, and is itself controlled by its co-founder, Chairman & CEO Stephen A. Schwarzman.

No other physical or legal entity possesses more than 5% of the share capital of the Company, on the above date.

4. Shares providing special control rights

None of the Company's shares carry special control rights.

5. Voting rights restrictions

No restrictions of voting rights are foreseen in the Articles of Association of the Company.

6. Agreements among the shareholders of the Company

According to the 2.7.2014 and 23.9.2014 announcements of the Company, on 26.8.2014 investment funds, all managed by the Investment Firm Blackstone / GSO Capital Partners LP (hereinafter the "GSO Investment Funds"), the Company and Consolidated Lamda Holdings S.A. entered in an agreement (hereinafter the "Shareholders Agreement") pursuant to which, for as long as the GSO Investment Funds hold in total, directly or indirectly, at least 10% of the voting rights of the Company, the GSO Investment Funds shall be entitled to nominate one member of the Board of Directors of the Company, their consent as shareholders will be required in order for the Company's general meeting of the shareholders to decide on a significant change of the business scope of the Company or the delisting of its shares from the regulated market, and in addition the GSO Investment Funds will benefit from customary anti-dilution rights, and the other minority protection rights.

7. Rules governing the appointment and replacement of the members of the Board of Directors, as well as for amendment of the Article of Association deviating from those provided for in Codified Law 2190/1920

With the decision of the Extraordinary General Meeting of the Shareholders held on 23.9.2014, the Amendment of Sections 10, 15, 19 and 23 of the Articles of Association was approved, pursuant to the provisions of the Shareholders Agreement. Specifically, in accordance with the amended Article 10 of the Articles of Association, which regulates among other the appointment and replacement of the members of the Board of Directors, the following are provided:

"ARTICLE 10

1. The Company is administered by a Board of Directors consisting of minimum five (5) to maximum eleven (11) members that are elected by the Shareholders' General Meeting and that may, but need not be, Shareholders. The members may be either natural or legal persons.In the case that a legal person is Member of the Board of Directors, it is required to designate a natural person to exercise its powers as member of the Board of Directors. The elected members of the Board of Directors may be reelected. The General Meeting may, as and when it considers appropriate, elect Substitute members, up to a number that shall not surpass that of the ordinary members.

1α. Prior to any generalmeeting ofshareholders which is convened for the purposes of electing new members of the Board of Directors the Manager (as defined in paragraph 10 of the present article) acting on behalf of the GSO Entities (as defined in paragraph 9 of the present article) is entitled to appoint for as long as the GSO Entities hold in aggregate at least 10% of the Relevant Equity Shares (as defined in paragraph 13 of the present article) one (1) member of the Board of Directors pursuant to the provisions of Article 18 (3) and (4) of Codified Law 2190/1920. Such member of the Board can be removed at any time by decision of the Manager and be replaced by other member until the expiration of the relevant office term. In the event that, and for aslong as, the GSO Entities cease to hold in the aggregate at least 10% of the Relevant Equity Shares the above appointed person shall automatically cease to be a member of the Board of Directors.

1b. The appointment right set out in paragraph 1a above is also granted to any shareholder who either on a stand-alone basis or together with any Affiliates holds in the aggregate at least 10% of the Relevant Equity Shares of the company, provided that, following the election of new members of the Board of Directors by the General Meeting of Shareholders prior to which the relevant appointment right is exercised, the number of the members of the Board of Directors will not exceed the maximum number of members set out in paragraph 1 of the present article.

2. The term of office of Board Directors members shall be five (5) years and may be extended until the first Ordinary General Meeting convened after the expiration of the said term, but cannot exceed six (6) years in total.

3. Should there be, for any reason, any vacancies in one or more board positions, these shall be filled, by order of election, by substitute members, if any, elected by the General Meeting, pursuant to article 10, paragraph 1 of the Articles of Association.

4. In the case that the filling of vacancies is not possible, whether because no substitute members have been elected by the General Meeting, or because their number is insufficient, the Board of Directors may either elect directorsto fill in the vacancies, or carry on with the administration and representation of the Company with the remaining directors and without replacing the former members, on the condition that the remaining number of directors is superior to one half of the initial number of members as it was before the occurrence of the aforementioned events. That said, the number of Board members cannot, at any time, be inferior to three.

4a. The right of the Board of Directors to substitute vacant members as per the above paragraph shall not exist in relation to the replacement of members that have been appointed in the Board of Directors pursuant to paragraphs 1a and/or 1b of the present article. Any members that have been appointed in the Board of Directors pursuant to paragraphs 1a and 1b of the present article can only be substituted through a decision of the shareholders that have appointed such members pursuant to paragraphs 1a and 1b of the present article.

4b. The right of the Board of Directors to continue to manage and represent the Company through any remaining members and without having replaced any vacant members shall not prejudice the right of the shareholders mentioned in paragraphs 1a and/or 1b of the present article to exclusively replace any vacant member that has been appointed by such shareholders pursuant to paragraph 4a of the present article.

5. Should there be an election for replacing members, these shall be elected by the Board of Directors upon decision of its remaining members, provided their number is not inferior to three (3), and shall stay in office for the remaining of the term of office of the member to be replaced. The decision pertaining to the election is subject to the publication formalities under article 7b of Codified Law 2190/1920, as in force from time to time, and shall be announced by the Board of Directors at the first subsequent General Meeting, which has the power to replace the elected members even if no such item is entered on the agenda. The right of the General Meeting set out above to elect permanent members in replacement of those mentioned in paragraph 4 of the present article shall not exist in relation to members that have been appointed by the shareholders pursuant to paragraphs 1a and/or 1b of the present article given the exclusive right of replacement granted to such shareholders pursuant to paragraphs 4a and 4b of the present article.

6. The election of directors in replacement of vacancies shall be compulsory when the number of the remaining directors is inferior or equal to half of the initial number of directors, as it was before the occurrence of one or more vacancies. The appointment of members pursuant to paragraphs 4a and 4b of the present article in replacement of any vacant member that has been appointed pursuant to paragraphs 1a and/or 1b of the present article is always compulsory.

7. In case one or more members of the Board of Directors resign, pass away, or lose membership in any way, the remaining members may continue the administration and representation of the Company without replacing the vacancies, on the condition that their number is superior to one half of the initial number of members before the occurrence of the aforementioned events. In any case, the number of Board members cannot, at any time, be inferior to three (3). The right of the Board of Directors to continue to manage and represent the company through the remaining members and without substituting any vacant members shall not prejudice the right of the shareholders mentioned under paragraphs 1a and/or 1b of the present article to exercise their exclusive right to replace any vacant member that has been appointed by the same pursuant to paragraphs 4a and 4b of the present article.

8. In any case, the remaining members (even one) of the Board of Directors, regardless of their number, may convene a General Meeting with the express purpose of electing a new Board of Directors. In this case, prior

to such General Meeting the shareholders mentioned in paragraphs 1a and 1b of the present article shall fully exercise their rights under the abovementioned paragraphs.

9. "GSO Entities" means the following legal persons:

GSO Special Situations Master Fund (Luxembourg) S.a r.l.

GSO Palmetto Opportunistic Investment (Luxembourg) Partners S.a r.l.

GSO Credit -A (Luxembourg) Partners S.a r.l.

GSO Coastline Credit (Luxembourg) Partners S.a r.l.

GSO Aiguille des Grands Montets (Luxembourg) S.a r.l.

GSO Cactus Credit Opportunities (Luxembourg) S.a r.l.

GSO Oasis Credit (Luxembourg) Partners S.a r.l.

and/or their respective Affiliates who, from time to time, are the registered holders of the shares of the Company. "Affiliate" means in relation to a person who is a shareholder of the Company (the "Shareholder") some or all of the following as may be appropriate and from time to time:

i) where the Shareholder is an Investment Fund, any Investment Fund of which: (a) that Shareholder (or any Group Undertaking of, or any (direct orindirect)shareholder in, that Shareholder); or (b)that Shareholder's (or any Group Undertaking of, or any direct orindirect)shareholderin, that Shareholder's) general partner, manager or Adviser, is the general partner, manager and/or Adviser;

ii) any Group Undertaking of that Shareholder, or of any (direct orindirect)shareholder in that Shareholder, or of that Shareholder's or of any (direct or indirect) shareholder in that Shareholder's general partner, manager and/or adviser (excluding any portfolio company thereof);

iii) any general partner, or manager of, and/or Adviser to, or holder of controlling interests (whether directly or indirectly) in, that Shareholder, or in any (direct or indirect) shareholder in that Shareholder, (or of, to or in any Group Undertaking of that Shareholder, or of any (direct or indirect) shareholder in that person) or of, to or in any Investment Fund referred to in (i) above or of, to or in any Group Undertaking referred to in (ii) above;

iv) in relation to a body corporate, any Subsidiary Undertaking or Holding Company ofsuch body corporate, and any Subsidiary Undertaking of any such Holding Company, in each case from time to time.

10. "Investment Fund" means any collective investment undertaking, including investment compartments thereof, which raises capital from a number of investors, with a view to investing the funds raised in accordance with a defined investment policy for the benefit of such investors; The terms "Undertaking", "Group", "Shareholder", "General Partner", "Adviser", "Manager", "Subsidiary Undertaking", and "Holding Undertaking" that are used in the above paragraph shall have the meaning that is given to them by the legal framework applicable in the jurisdiction of establishment of the relevant legal person.

11. "Adviser" means a person who is appointed and/or engaged as a fund manager and/or an adviser to an Investment Fund under or pursuant to an investment management agreement or similar agreement from time to time;

12. "Manager" means GSO Capital Partners LP, a limited partnership with its registered office at 345 Park Avenue, New York, NY 10154, USA, as duly represented;

13. "Relevant Equity Shares" means the share capital of the Company, as is outstanding from time to time, excluding any shares issued under the stock option plan as approved by resolution of the General Meeting dated 23.6.2006, as amended by the resolution of the General Meeting dated 20.5.2010 and under any other stock option plan being approved pursuant to Article 13 (13) of the Codified Law 2190/1920 and being valid from time to time.

14. The verb "hold", in relation to shares,refers to shares being held directly and/or held through a nominee.

In addition, in relation to the amendment of the Company's Articles of Association, article 19, par. 2 and 2 a of the amended and in force Articles of Association, the following are provided:

ARTICLE 19

2. Without prejudice to paragraph 2a of the present article, all issues pertaining to the convocation, quorum, decision-making majority requirements and General Meeting competencies, as well as to participation and voting rights in the General Meeting, are regulated in accordance with the provisions of Codified Law 2190/1920, as in force, excepting the issue of non- convertible bonds withoutrights of participation in profits, which may be decided by resolution of the Board of Directors.

2a. Any material change in the Company's business (resulting into the Company ceasing to be active in the development of real estate as its core business activity), any amendment of Article 2 of the present Articles of Association as well as any ceasing of operations of any material subsidiaries of the Company or any agreement by the Company to implement such abovementioned material change or amendment of Article 2 or ceasing of operations shall be treated as a matter which falls under Article 29(3) of Codified Law 2190/1920 and the exclusive competence of the General Meeting which validly resolves on such matter only if no objections are raised by shareholders that hold 10% of the Relevant Equity Shares (as defined under paragraph 13 of article 10 of the present articles of association).

"Group" means the Company and each of its direct or indirect Subsidiaries from time to time;

….."

8. Authority of the Board of Directors or certain of its members regarding the issuance of new shares or the purchase of own shares pursuant to article 16 of Codified Law 2190/1920

A. According to the provisions of article 13, paragraph 1 of the C.L. 2190/1920 and in combination with the provisions of article 6 of the Articles of Association of the Company, within five years since the relative decision of the General Meeting of the Shareholders with which an increase in the share capital is conducted, the Board of Directors has the right by a 2/3 majority decision of its members, to increase the share capital by issuing new shares. The amount of the increase cannot exceed the amount of the share capital that has already been paid in, at the date the relative decision was made by the General Meeting. The abovementioned authority of the Board of Directors may be renewed by the General Meeting of the shareholders for a time period that does not exceed five years for each renewal.

B. According to the provisions of article 13, paragraph 13 of the C.L. 2190/1920, by virtue of a decision of the General Meeting, which is made by increased quorum and majority, according to the provisions of articles 29 paragraph 3 & 4 and 31 paragraph 2 of the C.L. 2190/1920, a stock option plan may be introduced in

favour of members of the Board of Directors and personnel of the Company, and of affiliated companies, in the form of the option to purchase shares, according to the specific terms of this decision, a summary of which is subject to the requirements of publication set out in article 7b of C.L. 2190/1920. The decision of the General Meeting especially specifies the maximum number of shares that can be issued, which cannot exceed 10% of the existing shares, the price and the terms of distribution of the shares to the beneficiaries. The Board of Directors decides on any other relevant details not otherwise determined by the General Meeting, issues the stock option certificates and the shares to the beneficiaries who have exercised their option, increasing respectively the capital and certifying the relative increase of it, according to article 11 of the C.L. 2190/1920.

Pursuant to the above provisions, the Annual General Meeting of the Shareholders dated 16.06.2015, decided the distribution of stock option certificates for the purchase of up to 3,000,000 shares of the Company i.e. 3.8% of the total share capital on the abovementioned date within the next five years, to members of the Board of Directors, Company employees and its subsidiaries, in the sense of article 42e of L.2190/1920. The terms of the program have been uploaded on the Company's website (www.lamdadev.com).

C. Pursuant to the provisions of article 16 of the C.L. 2190/1920, as it applies, subject to prior approval by the General Meeting of the Shareholders, the Company may acquire its own shares, under the responsibility of the Board of Directors, provided that the par value of the shares acquired, including the shares previously acquired and still held by the Company, does not exceed the one tenth (1/10) of its paid-up share capital. The resolution of the General Meeting must also set the terms and conditions of the acquisitions, the maximum number of shares that may be acquired, the effective period of the approval granted, which may not exceed 24 months, and, in the case of acquisition for value, the maximum and minimum consideration.

In implementation of the above provisions the Annual General Meeting of the Shareholders of the Company, on 16.06.2015 decided on the purchase of own shares within a period of 24 months, i.e. from 17.06.2015 until 16.06.2017, up to 10% of its paid-up share capital, at a maximum purchase price of 10 euros per share and a minimum purchase price equal to the nominal value of the share, that is 0.30 euros per share and instructed the Board of Directors to implement this decision in cases where it deemed necessary. The Board of Directors of the Company during its meeting on 16.06.2015 decided that the Company may proceed to the materialization of the abovementioned decision, as best served its interests.

During the period from 17.06.2015 to 31.12.2016 the total number ofshares acquired amounted to 1.438.186, i.e. 1.8% of its share capital, at an average purchase price of euro 4.05. The total number of own shares that the Company holds on 31.12.2016 amounts to 2,366,007 shares, with an average purchase price of euro 3.87 and represents 2.97% of its share capital.

9. Significant agreements put in force, amended or terminated in the event of a change in the control of the Company, following a public offer

In the event of a change in the control of the Company, due to the disposal of all shares held byConsolidated Lamda Holdings S.A., the Shareholders Agreement is considered automatically expired.

Furthermore, in case of the loss of the control of the Company by Consolidated Lamda Holdings S.A., shall be considered as an event of default with respect to the following bond loan contracts:

LAMDA Development S.A.: Syndicated Bond Loan amounting to € 130.6 million (balance at 31.12.2016) with the banks Eurobank Ergasias S.A. (contribution € 32.6 million.), Alpha Bank (contribution € 32.6 million - maximum contribution € 63.3 million) and Piraeus Bank (contribution € 65.3 million.).

LAMDA DOMI S.A.: Syndicated bond loan with HSBC, Eurobank, Alpha Bank and National Bank, balance €68.1 million at 31.12.2016

LAMDA FLISVOS MARINA S.A.: Syndicated bond loan with Piraeus Bank, balance €13.6 million at 31.12.2016

10. Every agreement that the Company has concluded with members of its Board of Directors or with its employees, which foresees compensation in case of resignation or dismissal without substantial cause or termination of the term of office or employment due to a public offer

The Company has no agreements with members of the Board of Directors or with its employees, which foresee compensation in case of resignation or dismissal without substantial cause or termination of the term of office or employment as a result of a public offer.

Independent Auditor's Report

To the Shareholders of "LAMDA Development S.A."

Report on the Audit of the Separate and Consolidated Financial Statements

We have audited the accompanying separate and consolidated financial statements of "LAMDA Development S.A." which comprise the separate and consolidated statement of financial position as of 31 December 2016 and the separate and consolidated income statement and statement of comprehensive income, statement of changes in equity and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Separate and Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these separate and consolidated financial statements in accordance with International Financial Reporting Standards, 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these separate and consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing which have been transposed into Greek Law (GG/B'/2848/23.10.2012). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the separate and consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate and consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the separate and consolidated financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the separate and consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the separate and consolidated financial statements present fairly, in all material respects, the financial position of the "LAMDA Development S.A." and its subsidiaries as of 31 December 2016, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union.

Report on Other Legal and Regulatory Requirements

Taking into consideration, that management is responsible for the preparation of the Board of Directors' Report and Corporate Governance Statement that is included to this report according to the provisions of paragraph 5 article 2 of Law 4336/2015 (part B), we note the following:

  • a) In the Board of Directors' Report is included the Corporate Governance Statement that contains the information required by article 43bb of Codified Law 2190/1920.
  • b) In our opinion, the Board of Directors' Report has been prepared in accordance with the legal requirements of articles 43a and 107A and paragraph 1 (c and d) of article 43bb of the Codified Law 2190/1920 and the content of the Board of Directors' Report is consistent with the accompanying financial statements for the year ended 31 December 2016.
  • c) Based on the knowledge we obtained from our audit for the Company "LAMDA Development S.A." and its environment, we have not identified any material misstatement to the Board of Directors Report.

268 Kifissias Avenue Halandri 15232 Athens, Greece Despoina Marinou SOEL Reg No 113 SOEL Reg No 17681

PricewaterhouseCoopers Athens, 31 March 2017 Auditing Company S.A. The Certified Auditor Accountant

Annual Consolidated
Financial
statements
for
the
year
ended
December
31,
2016
Statement of financial position 32
Income Statement 33
Statement of comprehensive income 34
Statement of changes in equity (Consolidated) 35
Statement of changes in equity (Company) 36
Cash Flow Statement 37
Notes to the consolidated and separate financial statements 38
1. General information 38
2. Summary of significant accounting policies 38
3. Financial risk management 56
4. Critical accounting estimates and judgements 60
5. Segment information 61
6. Investment property 63
7. Property, plant and equipment 64
8. Investments in subsidiaries, joint ventures and associates 66
9. Inventories 72
10. Trade and other receivables 73
11. Financial instruments held at fair value through profit or loss 74
12. Cash and cash equivalents 74
13. Financial instruments by category 75
14. Share capital 76
15. Other reserves 76
16. Borrowings 78
17. Retirement benefit obligations 80
18. Trade and other payables 82
19. Derivative financial instruments 82
20. Deferred income tax 83
21. Revenue 86
22. Other direct property operating expenses 86
23. Other operating income / (expenses) net 87
24. Employee benefits expenses 87
25. Finance costs – net 88
26. Income tax 88
27. Cash generated from operations 90
28. Commitments 90
29. Contingent liabilities and assets 91
30. Related party transactions 94
31. Earnings per share 95
32. Dividends per share 96
33. Events after the financial position date 96

Statement of financial position

GROUP COMPANY
all amounts in € thousands
ASSETS
Note 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Non-current assets
Investment property 6 379.955 379.362 1.840 1.840
Property, plant and equipment 7 3.761 4.010 371 399
Investments in subsidiaries 8 - - 190.500 192.290
Investments in joint ventures and associates 8 109.457 106.570 37.135 37.722
Deferred tax assets 20 17.601 15.947 10.903 9.354
Receivables 10 869 3.347 77.089 86.786
511.643 509.237 317.839 328.392
Current assets
Inventories 9 58.186 61.419 - -
Trade and other receivables 10 29.299 25.987 25.683 24.597
Current tax assets 3.074 3.945 2.732 3.159
Financial instruments held at fair value through 11 5.224 23.642 5.224 23.642
profit or loss
Cash and cash equivalents 12 98.644 107.173 71.703 76.388
194.427 222.167 105.342 127.785
Total assets 706.070 731.404 423.181 456.177
EQUITY AND LIABILITIES
Equity
Share capital and share premium 14 374.863 377.289 374.863 377.289
Other reserves 15 6.545 5.807 2.999 3.053
Retained earnings/(Accumulated losses) (26.147) (22.323) (120.667) (90.971)
Equity attributable to equity holders of the parent 355.262 360.773 257.195 289.371
Non-controlling interest (191) (168) - -
Total equity 355.071 360.605 257.195 289.371
LIABILITIES
Non-current liabilities
Borrowings 16 248.642 269.186 123.201 129.293
Deferred tax liabilities 20 34.172 31.572 - -
Derivative financial instruments 19 651 903 - -
Employee benefit obligations 17 1.005 634 714 578
Other non-current liabilities 18 15.969 15.857 18.977 18.959
300.440 318.152 142.892 148.830
Current liabilities
Trade and other payables 18 30.013 28.961 17.580 15.310
Current tax liabilities 581 3.266 - -
Borrowings 16 19.965 20.419 5.513 2.666
50.560 52.646 23.094 17.976
Total liabilities 350.999 370.798 165.986 166.806
Total equity and liabilities 706.070 731.404 423.181 456.177

These consolidated and separate financial statements of LAMDA Development SA for the year ended December 31, 2016 have been approved for issue by the Company's Board of Directors on March 31, 2017.

Income Statement

GROUP COMPANY
Continuing operations (all amounts in € thousands) Note 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Revenue 21 49.158 44.037 1.420 1.264
Dividends - - 5.449 2.421
Net loss from fair value adjustment on investment property 6 (180) (752) - -
Loss from inventory impairment 9 (645) (8.551) - -
Other direct property operating expenses 22 (10.502) (12.592) - -
Cost of inventory sale 9 (2.615) - - -
Employee benefits expense 24 (10.589) (8.842) (7.386) (7.131)
Depreciation of property, plant and equipment 7 (853) (930) (174) (170)
Operating lease payments (700) (643) (961) (940)
Provision for impairment of investments in subsidiaries,
joint ventures and associates
8 - - (11.424) (16.894)
Provision for impairment of receivables from subsidiaries 30 - - (6.699) -
Other operating income / (expenses) - net 23 (4.266) (4.199) (2.583) (2.416)
Operating profit/(loss) 18.808 7.529 (22.357) (23.865)
Finance income 25 175 727 1.310 1.723
Finance costs 25 (15.925) (14.698) (10.174) (8.966)
Share of net profit of investments accounted for using the
equity method
8 329 (8.166) - -
Profit/(loss) before income tax 3.387 (14.609) (31.222) (31.107)
Income tax expense 26 (6.569) (7.494) 1.526 3.803
Loss for the year from continuing operations (3.182) (22.103) (29.696) (27.304)
Loss attributable to:
Equity holders of the parent (3.159) (22.060) (29.696) (27.304)
Non-controlling interest (23) (43) - -
(3.182) (22.103) (29.696) (27.304)
Losses per share from continuing operations
attributable to the equity holders of the Parent
during the year (expressed in € per share)
Basic losses per share 31 (0,04) (0,28) (0,38) (0,35)
Diluted losses per share 31 (0,04) (0,28) (0,38) (0,35)

Statement of comprehensive income

01.01.2016 to
31.12.2016 01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
(3.182) (22.103) (29.696) (27.304)
179 30 - -
(32) (30) - -
147 (0) - -
(72) (16) (54) (11)
(72) (16) (54) (11)
74 (16) (54) (11)
(3.108) (22.119) (29.750) (27.316)
(3.085) (22.075) (29.750) (27.316)
(23) (43) - -
(3.108) (22.119) (29.750) (27.316)

1 January – 31 December 2016

Statement of changes in equity (Consolidated)

Retained earnings / Non
all amounts in € thousands Note Share capital Other reserves (Accumulated
losses)
Total controlling
interests
Total equity
GROUP
1 January 2015 382.167 5.417 68 387.652 (130) 387.522
Total Income: -
Loss for the year - - (22.060) (22.060) (43) (22.103)
Other comprehensive income for the year: - - - - -
Cash flow hedges, after tax 15 - 30 - 30 - 30
Actuarial gains, after tax 15 - (16) - (16) - (16)
Currency translation differences 15 - (30) - (30) - (30)
Total comprehensive income for the
year
- (16) (22.060) (22.075) (43) (22.119)
Transactions with the shareholders: - -
Change in deferred tax rate 14 102 - - 102 - 102
Statutory reserves 15 - 618 (618) - - -
Increase in the share capital of subsidiaries - - - - 5 5
Reserves from options scheme 15 - (212) 286 74 - 74
Purchase of treasury shares 14 (4.980) - - (4.980) - (4.980)
(4.878) 406 (332) (4.804) 5 (4.799)
31 December 2015 377.289 5.807 (22.323) 360.773 (168) 360.605
1 January 2016 377.289 5.807 (22.323) 360.773 (168) 360.605
Total Income :
Loss for the year - - (3.159) (3.159) (23) (3.182)
Other comprehensive income for the year: - - - -
Cash flow hedges, after tax 15 - 179 - 179 - 179
Actuarial gains, after tax 15 - (72) - (72) - (72)
Currency translation differences 15 - (32) - (32) - (32)
Total comprehensive income for the - 74 (3.159) (3.085) (23) (3.108)
year - -
Transactions with the shareholders:
Statutory reserves 15 - 664 (664) - - -
Purchase of treasury shares 14 (2.426) - - (2.426) - (2.426)
(2.426) 664 (664) (2.426) - (2.426)
31 December 2016 374.863 6.545 (26.147) 355.262 (191) 355.071

Statement of changes in equity (Company)

all amounts in € thousands Note Share capital Other reserves Retained earnings /
(Accumulated losses)
Total equity
COMPANY
1 January 2015 382.167 3.276 (63.952) 321.491
Total Income:
Loss for the year - - (27.304) (27.304)
Other comprehensive income for the year: - - -
Actuarial gains, after tax 15 - (11) - (11)
Total comprehensive income for the
year - (11) (27.304) (27.316)
Transactions with the shareholders:
Change in deferred tax rate 14 102 - - 102
Purchase of treasury shares 14 (4.980) - - (4.980)
Reserves from options scheme 15 - (212) 286 74
(4.878) (212) 286 (4.804)
31 December 2015 377.289 3.053 (90.971) 289.371
1 January 2016 377.289 3.053 (90.971) 289.371
Total Income:
Loss for the year - - (29.696) (29.696)
Other comprehensive income for the year: - - -
Actuarial gains, after tax 15 - (54) - (54)
Total comprehensive income for the
year
- (54) (29.696) (29.750)
Transactions with the shareholders:
Purchase of treasury shares 14 (2.426) - - (2.426)
(2.426) - - (2.426)
31 December 2016 374.863 2.999 (120.667) 257.195

Cash Flow Statement

GROUP COMPANY
all amounts in € thousands Note 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Cash flows from operating activities
Cash generated from / (used in) operations 27 24.517 15.253 (7.943) (8.035)
Interest paid (15.240) (13.678) (9.182) (8.140)
Income taxes paid (7.949) (2.325) - -
Net cash inflow/(outflow) from operating activities 1.329 (750) (17.125) (16.175)
Cash flows from inve sting activitie s
Purchase of property, plant and equipment 6, 7 (695) (1.251) (146) (394)
Proceeds from sale of property, plant and equipment - 18 - -
Dividends received - - 5.449 5.124
Loans to related parties 30 (1.053) (1.475) - -
Interest received 315 1.150 141 1.009
Proceeds from repayment of loans to related parties - - 2.607 -
Proceeds from sale/liquidation of participation 1.152 860 1.000 860
(Purchase)/sale of financial instruments held at fair value through profit or
loss
13 18.319 (23.831) 18.319 (23.831)
Acquisition / change in interest held in participations (2.437) - (1.020) -
(Increase)/decrease in the share capital of participations 8 (1.527) (985) (8.028) (9.619)
Net cash inflow (outflow) from investing activities 14.074 (25.514) 18.323 (26.851)
Cash flows from financing activities
Purchase of treasury shares 14 (2.426) (4.980) (2.426) (4.980)
Increase in the share capital of subsidiaries - 5 - -
Borrowings received 16 - 133.950 - 133.950
Repayment of borrowings 16 (17.051) (180.121) (3.349) (164.700)
Finance lease payments 16 (4.348) (1.006) - -
Borrowings transaction costs 16 (108) (2.048) (108) (2.048)
Net cash inflow (outflow) from financing activitie s (23.933) (54.200) (5.882) (37.778)
Net increase (de crease) in cash and cash equivalents (8.529) (80.463) (4.684) (80.803)
Cash and cash equivalents at the beginning of the year 12 107.173 187.636 76.388 157.191
Cash and cash equivalents at end of year 12 98.644 107.173 71.703 76.388

Notes to the consolidated and separate financial statements

1. General information

These financial statements include the annual financial statements of the company LAMDA Development S.A. (the "Company") and the consolidated annual financial statements of the Company and its subsidiaries (together "the Group") for the year ended December 31, 2016. The names of the subsidiaries are presented in note 8 of the financial statements.

The main activities of the Group are the investment, development, leasing and maintenance of innovative real estate projects.

The Group operates in Greece, as well as in other neighbouring Balkan countries mainly Romania, Bulgaria, Serbia, Montenegro and the Company's shares are listed on the Athens Stock Exchange.

The Company is incorporated and domiciled in Greece. The registered office is located at 37 A Kifissias Ave., 15123, Maroussi, it is listed in the General Electronic Commercial Registry with the unique number 3379701000 and its website address is www.lamdadev.com. The Company Consolidated Lamda Holdings S.A., ("Parent company" of the Company) which is domiciled in Luxembourg, at 31/12/2016, is the main shareholder of the Company with interest held at 50.87% of the share capital and therefore the Group's financial statements are included in its consolidated financial statements.

These financial statements have been approved for issue by the Board of Directors on March 31, 2017 and are subject to the final approval of LAMDA Development SA's Ordinary General Assembly.

2. Summary of significant accounting policies

2.1. Basis of preparation

These Company and consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and Interpretations by the International Financial Reporting Interpretations Committee (IFRIC), as they have been adopted by the European Union, and present the financial position, results of operations and cash flows on a going concern basis which assumes that the Company has plans in place to avoid material disruptions to its operations and available financial resources to meet its operating requirements. In this respect Management has concluded that (a) the going concern basis of preparation of these financial statements is appropriate, and (b) all assets and liabilities are appropriately presented in accordance with the Company's accounting policies.

The following specific matters should be noted that may impact the operations ofthe Group in the foreseeable future.

Macroeconomic conditions in Greece

The imposition of capital controls has created an uncertain economic situation, which may affect the Group's business, financial condition and prospects. The Group's operations in Greece are significant and the current macroeconomic conditions may affect the Group as follows:

  • Decrease in consumption may impact the amount of shop sales in the shopping centers.
  • Possible failure of tenants to fulfil their obligations due to either a reduction in their operating activities or instability of the local banking system.
  • Possible further decrease in the fair value of the Group's investment property.

Despite the aforementioned uncertainties, the Group's operations continue without any disruption; however Management is not able to accurately predict the likely developments in the Greek economy and its impact on the Group activities.

"The Mall Athens" - Lamda Olympia Village S.A.

As described in detail in note 29 "Contingent liabilities and assets", in January 2104, the Hellenic Council of State approved the petition for annulment of Codified Law 3207/2003, according to the provisions of which the Olympic Press Village (or "Olympiako Chorio Typou") and the Commercial and Leisure Centre "The Mall Athens" were constructed. This decision by the Hellenic Council of State has no direct impact on the operations of "The Mall Athens" and it is anticipated that the operations will continue unhindered for the foreseeable future. Management has assessed the required actions that have been indicated by the Group's legal advisors as imposed following the decision in order to cope with this situation and therefore has undertaken already all necessary actions to this direction. The completion of the above mentioned procedure, which of course requires the effective contribution of the involved competent public services, will safeguard the full and unhindered operation of the Shopping Center.

Acquisition of 66% of ECE-LAMDA HELLAS SA

The Company, in January 2016, acquired 66% of the share capital of ECE-LAMDA HELLAS SA, the property management company of "The Mall Athens" and "Golden Hall". Given that the Company already held 34% of the share capital of the aforementioned company, the Company becomes the holder of 100% of its share capital, which is renamed to "Malls Management Services SA". As a result of the above transaction, the Company acquires full control of the property management of both malls, which is consistent with the Company's strategy of enhancing management services, as well as for cost saving purposes.

The factors above have been taken into account by Management when preparing the financial statements for the period ended December 31, 2016. In this uncertain economic environment, management continually assesses the situation and its possible future impact to ensure that all necessary actions and measures are taken in order to minimize any impact on the Group's Greek operations. In note 3 "Financial risk management", there is information on the approach of the total risk management of the Group, as well as on the general financial risk that the Group faces on an ongoing basis.

These consolidated and Company annual financial statements have been prepared under the historical cost convention, except for the investment property, the financial instruments held at fair value through profit or loss and the derivative financial instruments which are presented at fair value.

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgement in the process of applying the group's accounting policies. In addition, the use of certain estimates and assumptions is required that affect the balances of the assets and liabilities, the disclosure of contingent assets and liabilities as at date of preparation of the financial statements and the amounts of income and expense during the reporting period. Although these estimates are based on the best knowledge of management in relation to the current conditions and actions, the actual results can eventually differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4 of these annual financial statements.

2.2. New standards, amendments to standards and interpretations

Certain new standards, amendments to standards and interpretations have been issued that are mandatory for the currentfinancial year. The Group's evaluation ofthe effect ofthese new standards, amendmentsto standards and interpretations is as follows:

Standards and Interpretations effective for the current financial year

IAS 19R (Amendment) "Employee Benefits"

These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans and simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary.

IFRS 11 (Amendment) "Joint Arrangements"

This amendment requires an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a 'business'.

IAS 16 and IAS 38 (Amendments) "Clarification of Acceptable Methods of Depreciation and Amortisation

This amendment clarifies that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate and it also clarifies that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset.

IAS 27 (Amendment) "Separate financial statements"

This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements and clarifies the definition of separate financial statements.

IAS 1 (Amendments) "Disclosure initiative"

These amendments clarify guidance in IAS 1 on materiality and aggregation, the presentation of subtotals, the structure of financial statements and the disclosure of accounting policies.

IFRS 10, IFRS 12 and IAS 28 (Amendments) "Investment entities: Applying the consolidation exception"

These amendments clarify the application of the consolidation exception for investment entities and their subsidiaries.

Annual Improvements to IFRSs 2012

The amendments set out below describe the key changes to certain IFRSs following the publication of the results of the IASB's 2010-12 cycle of the annual improvements project.

IFRS 2 "Share-based payment"

The amendment clarifies the definition of a 'vesting condition' and separately defines 'performance condition' and 'service condition'.

IFRS 3 "Business combinations"

The amendment clarifies that an obligation to pay contingent consideration which meets the definition of a financial instrument is classified as a financial liability or as equity, on the basis of the definitions in IAS 32 "Financial instruments: Presentation". It also clarifies that all non-equity contingent consideration, both financial and non-financial, is measured at fair value through profit or loss.

IFRS 8 "Operating segments"

The amendment requires disclosure of the judgements made by management in aggregating operating segments.

IFRS 13 "Fair value measurement"

The amendment clarifies that the standard does not remove the ability to measure short-term receivables and payables at invoice amounts in cases where the impact of not discounting is immaterial.

IAS 16 "Property, plant and equipment" and IAS 38 "Intangible assets"

Both standards are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model.

IAS 24 "Related party disclosures"

The standard is amended to include, as a related party, an entity that provides key management personnel services to the reporting entity or to the parent of the reporting entity.

Annual Improvements to IFRSs 2014

The amendments set out below describe the key changes to four IFRSs.

IFRS 5 "Non-current assets held for sale and discontinued operations"

The amendment clarifies that, when an asset (or disposal group) is reclassified from 'held for sale' to 'held for distribution', or vice versa, this does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such.

IFRS 7 "Financial instruments: Disclosures"

The amendment adds specific guidance to help management determine whether the terms of an arrangement to service a financial asset which has been transferred constitute continuing involvement and clarifies that the additional disclosure required by the amendments to IFRS 7, 'Disclosure – Offsetting financial assets and financial liabilities' is notspecifically required for all interim periods, unless required by IAS 34.

IAS 19 "Employee benefits"

The amendment clarifies that, when determining the discount rate for post-employment benefit obligations, it is the currency that the liabilities are denominated in that is important, and not the country where they arise.

IAS 34 "Interim financial reporting"

The amendment clarifies what is meant by the reference in the standard to 'information disclosed elsewhere in the interim financial report'.

Standards and Interpretations effective for subsequent periods

IFRS 9 "FinancialInstruments" and subsequent amendmentsto IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2018)

IFRS 9 replaces the guidance in IAS 39 which deals with the classification and measurement of financial assets and financial liabilities and it also includes an expected credit losses model that replaces the incurred loss impairment model used today. IFRS 9 establishes a more principles-based approach to hedge accounting and addresses inconsistencies and weaknesses in the current model in IAS 39. The Group is currently investigating the impact of IFRS 9 on its financial statements.

IFRS 15 "Revenue from Contracts with Customers" (effective for annual periods beginning on or after 1 January 2018)

IFRS 15 has been issued in May 2014. The objective of the standard is to provide a single, comprehensive revenue recognition model for all contracts with customersto improve comparability within industries, across industries, and across capital markets. It contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognised. The underlying principle is that an entity will recognise revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The Group is currently investigating the impact of IFRS 15 on its financial statements.

IFRS 16 "Leases" (effective for annual periods beginning on or after 1 January 2019)

IFRS 16 has been issued in January 2016 and supersedes IAS 17. The objective of the standard is to ensure the lessees and lessors provide relevant information in a manner that faithfully represents those transactions. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17. Accordingly, a lessor continues to classify its leases as operating leases or finance leases, and to account for those two types of leases differently. The Group is currently investigating the impact of IFRS 16 on its financial statements. The standard has not yet been endorsed by the EU.

IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses" (effective for annual periods beginning on or after 1 January 2017)

These amendments clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. The amendments have not yet been endorsed by the EU.

IAS 7 (Amendments) "Disclosure initiative" (effective for annual periods beginning on or after 1 January 2017)

These amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments have not yet been endorsed by the EU.

IFRS 2 (Amendments) "Classification and measurement of Shared-based Payment transactions" (effective for annual periods beginning on or after 1 January 2018)

The amendment clarifies the measurement basis for cash-settled, share-based payments and the accounting for modifications that change an award from cash-settled to equity-settled. It also introduces an exception to the principles in IFRS 2 that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee's tax obligation associated with a share-based payment and pay that amount to the tax authority. The amendments have not yet been endorsed by the EU.

IAS 40 (Amendments) "Transfers of Investment Property" (effective for annual periods beginning on or after 1 January 2018)

The amendments clarified that to transfer to, or from, investment properties there must be a change in use. To conclude if a property has changed use there should be an assessment of whether the property meets the definition and the change must be supported by evidence. The amendments have not yet been endorsed by the EU.

IFRIC 22 "Foreign currency transactions and advance consideration" (effective for annual periods beginning on or after 1 January 2018)

The interpretation provides guidance on how to determine the date of the transaction when applying the standard on foreign currency transactions, IAS 21. The Interpretation applies where an entity either pays or receives consideration in advance for foreign currency-denominated contracts. The interpretation has not yet been endorsed by the EU.

Annual Improvements to IFRSs 2014 (2014 – 2016 Cycle) (effective for annual periods beginning on or after 1 January 2017)

The amendments set out below describe the key changes to two IFRSs. The amendments have not yet been endorsed by the EU.

IFRS 12 "Disclosures of Interests in Other Entities"

The amendement clarified that the disclosures requirement of IFRS 12 are applicable to interest in entities classified as held for sale except for summarised financial information.

IAS 28 "Investments in associates and Joint ventures"

The amendements clarified that when venture capital organisations, mutual funds, unit trusts and similar entities use the election to measure their investments in associates or joint ventures at fair value through profit or loss (FVTPL), this election should be made separately for each associate or joint venture at initial recognition.

There are no other new standards or amendments to standards, which are obligatory for financial years that begin during current year.

2.3. Consolidation

(a) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred. If the business combination is achieved in stages,

the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date; any gains or losses arising from such re measurement are recognized in profit or loss. Any contingent consideration to be transferred by the group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not re measured, and its subsequent settlement is accounted for within equity. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies. The Company recognizes its investments in subsidiaries in separate financial statements at cost less impairment. In addition, the acquisition cost is adjusted to reflect changes in price resulting from any modifications of contingent consideration.

(b) Transactions with non-controlling interest

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

(c) Disposal of subsidiary

When the group ceases to have control any retained interest in the entity is remeasured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect ofthat entity are accounted for as if the group had directly disposed ofthe related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(d) Associates

Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Under the equity method, the investment is initially recognised at cost. The group's investment in associates includes goodwill identified on acquisition (net of any accumulated impairment loss).

The group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment in associates. When the group's share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Accounting policies of associates have been changed to ensure consistency with the policies adopted by the Group.

Furthermore, the carrying value of associates is adjusted by any cumulative impairment losses. When the cumulative impairment losses attributable to the Group exceede the carrying value of the investment, the

carrying value is adjusted to zero, except in the situation where the Group has created an obligation or has paid amounts on behalf of the associate.

Investments in associates are accounted for in the Company financial statements at the cost less impairment basis.

(e) Joint ventures

From 1/1/2014 applies IFRS 11 according to which the Group will account for joint ventures on an equity basis because it provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. By implementing the new standard, the Group will account for joint ventures on an equity basis.

Under the equity method of accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Group's share of the post-acquisition profits or losses and movements in other comprehensive income. When the Group's share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group's net investment in the joint ventures), the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealized gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in the joint ventures. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been adjusted where necessary to ensure consistency with the policies adopted by the Group. The financial statements of the joint venture are prepared for the same reporting date with the parent company. The change in accounting principle has been applied from 1 January 2013.

Investments in joint ventures are accounted for in the financial statements of the Company at the cost less impairment basis.

2.4. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Group's management and are disclosed in the financial statements based on this internal allocation. The Management is responsible to allocate resources to and assesses the performance of the operating segments of an entity.

2.5. Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Euro, which is the Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

(c) Group companies

The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • i. Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
  • ii. Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate of the dates of the transactions) and
  • iii. All resulting exchange differences are recognised in a separate component of equity.

During consolidation procedure, exchange differences arising from the translation of the net investment in foreign entities' are recognised in equity. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

2.6. Investment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the companies in the consolidated Group, is classified as investment property.

Investment property comprises freehold land, freehold buildings, property held under finance leases and property that is being constructed to be developed for future use as investment property.

Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs (see note 2.18). Borrowing costs are capitalised while acquisition or construction is actively underway and cease once the asset is substantially complete, or suspended if the development of the asset is suspended.

After initial recognition, investment property is carried at fair value. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, the Group uses alternative valuation methods such as recent prices on less active markets or discounted cash flow projections. Valuations are performed semi-annually by independent external valuers in accordance with the guidance issued by the International Valuation Standards Committee. In the other interim three-month periods, the revaluation is based on management estimations taking the existing market conditions at the reporting period into account.

Fair value measurement on property under construction is only applied if the fair value is considered to be reliably measured.

Investment property that is being redeveloped for continuing use as investment property or for which the market has become less active continues to be measured at fair value.

The fair value of investment property reflects, among other things, rental income from current leases, income from concession arrangements and assumptions about rental income from future leases in the light of current market conditions.

The fair value also reflects, on a similar basis, any cash outflows that could be expected in respect of the property. Some of those outflows are recognised as a liability, including finance lease liabilities in respect of leasehold land classified as investment property. Others, including contingent rent payments, are not recognised in the financial statements.

Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed when incurred.

Changes in fair values are recognised in the income statement. Investment properties are derecognised when they have been disposed or its use has been terminated and no cash flow is expected from its disposal.

If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment, and its fair value at the date of reclassification becomes its cost for subsequent accounting purposes.

If an item of owner-occupied property becomes an investment property because its use has changed, any difference resulting between the carrying amount and the fair value of this item at the date of transfer is recognised in equity as a revaluation of property, plant and equipment under IAS 16. Any resulting increase in the carrying amount of the property is recognised in profit or loss to the extent that it reverses a previous impairment loss, with any remaining increase recognised in other comprehensive income and increase directly to equity in revaluation surplus within equity.

In general, where an investment property undergoes a change in use it is transferred evidenced by: (a) commencement of owner-occupation, for a transfer from investment property to owner-occupied property (b) commencement of development with a view to sale, for a transfer from investment property to inventory; (c) the expiration of owner-occupied property, for a transfer from owner-occupied property to investment property or

(d) commencement of an operating lease to a third party, for a transfer from inventories to investment property.

2.7. Property, plant and equipment

All property, plant and equipment ("PPE") is shown at cost less subsequent depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the items as well as possible borrowing costs.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group higher than the initially expected according to the initial return of the financial asset and under the assumption that the cost of the item can be measured reliably.

All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Land is not depreciated. Depreciation on PPE is calculated using the straight-line method to allocate their cost of each asset to its residual value over its estimated useful life, in order to write down the cost in its residual value. The expected useful life of property, plant and equipment is as follows:

- Buildings (and leasehold improvements) 10-12 years
-
Transportation
equipment,
machinery,
technical installations & other equipment
6-8 years
- Furniture and fittings 5 – 10 years
- Software up to 5 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (impairment loss) (see note 2.8). In case of write-off of assets that have been fully depreciated, the remaining amount is recognised as loss in the income statement.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in the income statement.

2.8. Impairment of non-financial assets

Assets that have an indefinite useful life are notsubject to amortisation but are tested annually for impairment and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Assets that are subject to amortisation as well as investments in subsidiaries, joint ventures and associates are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.

An impairment lossisrecognised for the amount bywhich the asset's carrying amount exceeds itsrecoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of the impairment's estimation, the assets are categorized at the lower level for which the cash flows can be determined separately.

Specifically, for the investments in subsidiaries, joint ventures and associates that own directly or indirectly investment property (which comprise the largest part of the Group) the valuations of the investment property are taken into account as described in note 6.

Impairment losses are recognised as an expense to the income statement, when they occur.

2.9. Financial assets

2.9.1 Classification

The Group classifies its financial assets at loans and receivables, available-for-sale and investment in subsidiaries. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date.

(a) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and with no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.

(b) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the above categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

2.9.2 Recognition and measurement

Regular purchases and sales of financial assets are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or

have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortized cost using the effective interest method.

Unrealized gains or losses from changes in fair value of financial assets that classified as available-for-sale are recognized in revaluation reserves. In case ofsale or impairment of available-for-sale financial assets, the accumulated fair value adjustments are transferred to profit or loss. In case of sale or impairment of the available-for-sale financial assets, the accumulated fair value adjustments are transferred to the income statement.

2.9.3 Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets that is measured for impairment (since there is objective evidence) is assets at their carrying amount or according to the equity method (participations in subsidiaries and associates), assets at amortized cost (borrowings and receivables) and available-for-sale investments.

The criteria that the group uses to determine that there is objective evidence of an impairment loss include:

  • Significant financial difficulty of the issuer or obligor;
  • A breach of contract, such as a default or delinquency in interest or principal payments;
  • The group, for economic or legal reasons relating to the borrower's financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;
  • It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;
  • The disappearance of an active market for that financial asset because of financial difficulties; or
  • Observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition ofthose assets, although the decrease cannot yet be identified with the individual financialassets in the portfolio, including:
  • (a) Adverse changes in the payment status of borrowers in the portfolio; and

(b) National or local economic conditions that correlate with defaults on the assets in the portfolio.

The Group first assesses whether objective evidence that a financial asset or a group of financial assets is impaired.

For loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The asset's carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

The recoverable amount of the participations in subsidiaries and associates is defined in a similar to the nonfinancial assets way (see note 2.8).

2.10. Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

2.11. Derivative financial instruments and hedging activities

The Group uses derivative financial instruments to hedge the risks related to future rate fluctuation. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

The Group designates certain derivative financial instruments as:

  • 1) hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge), or
  • 2) hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge).

The Group has contractual agreements for certain derivative instruments that designates as cash flow hedges. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in Group's results (income statement) within "Other operating income / (expenses) – net". Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (when the forecast sale that is hedged takes place).

Respectively, the Group has contractual agreements for interest rate swaps which are designated and qualify as fair value hedges in the income statement. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowingsis recognized in the income statement within "finance income / (cost) net". The gain or loss relating to the ineffective portion is recognized in the income statement within "Other operating income / (expenses) - net".

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.

Certain derivative instruments that are not qualify as hedging instruments and no longer meet the criteria for hedge accounting, are classified as derivatives available for sale and accounted for at fair value through profit or loss. Changes in the fair value of any of these derivative instruments are recognized immediately in the income statement within "Other operating income / (expenses) – net".

At 31 December 2016 the Group does not own fair value hedges. At the same date the Group owns cash flow hedges which are related to Group's subsidiary LAMDA Domi SA (note 19).

2.12. Inventories

The Group's inventories and mainly land, evidenced by the commencement of development with a view to sale are reclassified as inventories at their deemed cost, which is the fair value at the date of reclassification. They are subsequently carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less costs to complete redevelopment and selling expenses. Write offs and impairments are recognised as losses in the income statement when they arise.

Borrowing costs that refer directly to the construction or production of inventories are capitalized as part of the inventory cost (note 2.18).

2.13. Trade receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

2.14. Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less and low risk.

In the consolidated balance sheet, bank overdrafts are shown within borrowings in current liabilities.

2.15. Share Capital

Ordinary shares are classified as equity. The share capital represents the value of the company's shares that have been issued and are in circulation.

Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds.

Where any group company purchases the company's equity share capital, the consideration paid, including any directly attributable incremental costs, net of tax, is deducted from equity attributable to the company's equity holders until the shares are cancelled. Profit or loss from sale of treasury shares net of direct to the transaction expenses and taxes, is included in equity as reserves.

2.16. Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).

Trade payables are recognised initially at fair value and subsequently measured at amortized cost using the effective interest method.

2.17. Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

2.18. Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready

for their intended use or sale. Also, the respective borrowing cost is added to the investment property and to the inventory.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

2.19. Deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated using the financial statements of every company included in the consolidated financial statements, along with the applicable tax law in the respective countries. Management periodically evaluates position in relation to the tax authorities and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financialstatements. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognized for temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority or different taxable entities where there is an intention to settle the balances on a net basis.

2.20. Employee benefits

(a) Short-term benefits

Short-term employee benefits in cash and in items are recognized as an expense when they become accrued.

Right of leave provision

The right of annual leave and long-service leave for employees are recognized when these result. A provision is recognized for the estimated obligation of annual leave and long-service leave as result of services that were offered up until the balance sheet date.

(b) Retirement benefits

The Group participates in retirement schemes in accordance with the Greek legislation by paying into publicly administered social security funds on a mandatory basis. Benefits after retirement include both defined contribution plans and defined benefits plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate social security fund. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as employee benefit expense when they are due.

A defined benefit plan comprise retirement benefit plans according to which the Group pays to the employee an amount upon retirement that is based on the employee's period of service, age and salary.

The liability in respect of defined benefit plans is the present value of the defined benefit obligation at the balance sheet date together with adjustments for actuarial gains/ losses and past service cost. The defined benefit obligation is calculated by independent actuaries using the projected unit credit method.

Actuarial gains and losses arising from experience adjustments, changes in actuarial assumptions and amendments to pension plans, which exceed 10% of the compounded obligation, are charged or credited to income over the average remaining service lives of the related employees.

(c) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

In case of termination of employment where there is inability to determine the number of employees that will make use of these benefits, the latter are not accounted for but disclosed as a contingent liability.

(d) Share-based compensation

The Group operates a share option compensation plan. The fair value of the services of the employees, to whom shares are granted according to the share option plan, is accounted for as expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, at the date of granting. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity.

The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

2.21. Grants

Government grants are recognised at fair value when it is virtually certain that the grant will be received and the group will comply with anticipated conditions.

Government grants relating to expenses are deferred and recognized in the income statement over the period necessary to match them with the costs they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred government grants and are credited to the income statement on a straight line basis over the expected lives of the related assets.

2.22. Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation and when the amount can be reliably estimated

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance sheet date (note 4.1). The discount rate used to determine the present value reflects current market assessments of the time value of money and the increases specific to the liability.

2.23. Revenue recognition

Revenue comprises the fair value of revenues from rents, services and management of real estate, as well as real estate purchases and sales, net of value added tax (VAT) and rebates. Revenue is recognised as follows:

(a) Sale of real estate

Revenue from the sale of real estate is only recognized in the financial statements when the final contract has been signed.

When the outcome of a contract cannot be reliably estimated, the revenue is recognized only to the extent that the contract costs incurred will probablybe recoverable.Contract expenses are recognised when incurred.

When the outcome of a contract can be reliably estimated, the revenue and the costs of the contract are recognized over the duration of the contract as revenue and expenses respectively. The Group uses the percentage of completion method in order to determine the revenue and expenses to recognize in each accounting period. When the total cost is likely to exceed the total income then the excess loss is recognized immediately in the income statement as an expense.

(b) Income from investment property

Income from investment properties includes operating lease income, income from maintenance and management of real estate, concession rights and commercial cooperation agreements.

The income from operating leases is recognized in the Income Statement using the straight-line method over the duration of the lease. The most significant part of the income from operating leases refers to the annual base remuneration that each tenant pays into the shopping centers (Base Remuneration – standard remuneration deriving from the commercial cooperation agreement), which is adjusted annually by CPI plus indexation which varies from tenant to tenant. When the Group provides incentives to its customers, the cost of these incentives is recognized over the duration of the lease or commercial cooperation, using the straight line method, reducing income.

The income from maintenance and management of real estates, concessions and commercial cooperation agreements is recognized during the period for which the concession and commercial cooperation services

are provided.

(c) Income from commissions

Revenue comprises commission from the sale of goods at the time that the inventory is sold to retail customers, exclusive of value added tax (VAT) and discounts.

(d) Interest income

Interest income is recognized on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues accreting the discount as interest income. Afterwards, interests are calculated by using the same rate on the impaired value (new carrying amount).

(e) Dividend income

Dividend income is recognised when the right to receive payment is established.

2.24. Leases

(a) Group company as the lessee

Leases of property, plant and equipment and investment property where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the lower of the fair value of the leased property and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset's useful life and the lease term if classified as tangible assets, while if classified as investment properties they are not depreciated but presented in their fair value.

Leases where the lessor retainssubstantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

(b) Group company as the lessor

Assets leased to third parties under operating leases are included in investment properties and measured at fair value (note 2.6). Note 2.23 describe the accounting principle of revenue recognition from leases.

2.25. Dividend distribution

Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements when the dividend distribution is approved by the Company's Ordinary General Assembly. The first dividend is recognised at its payment.

3. Financial risk management

3.1 Financial risk factors

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group's financial performance.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Group's operating units. The Board provides written principles and directions for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interestrate risk and credit risk.

In addition to the aforementioned, as described in note 2.1 in relation to the macroeconomic environment in Greece, the national and international discussions with respect to the terms of Greece's financing program have resulted in an unstable macroeconomic and financial environment in the country. Possible negative developments can not be forecast, nevertheless Management continually assesses the situation to ensure that all necessary actions and measures are taken in order to minimize any impact on the Group's operations.

(a) Market risk

i) Foreign exchange risk

The Group operates in Greece and Balkan countries and is exposed to foreign exchange risk arising from various currency exposures. The major part of the Group's transactions is denominated in Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

The Group's stable policy is to avoid purchasing foreign currency in advance and contracting FX future contracts with external counter-parties.

The Group has certain investments in foreign operations whose net assets are exposed to foreign currency translation risk during their financial statements are converted for consolidation purposes. In relation to the operations abroad, the most important operations relate to Serbia where the currency translation rate does not show a large diversion.Also, the Group operations outside Greece does not include significant commercial transactions and therefore the Group does not have a foreign exchange risk.

ii) Inflation risk

The Group is exposed to the fluctuation risk of the lease arrangements over its investment property which is mainly due to inflation risk which is limited as the Group enters into long term operating lease arrangements for a minimum of 6 years that are adjusted annually according to the Consumer Price Index plus margin up to 2%.

iii) Cash flow and fair value interest rate risk

The Group's operating cash flows' exposure to the risk of changes in market interest rates relates primarily to the Group's borrowings which are contracted in floating rates based on Euribor. This risk is partially hedged through cash and cash equivalents held at floating rates.

The group analyses its interest rate exposure and manages the interest rate risk through refinancing, renewal of existing loans, alternative financing and hedging.

Specifically, in order for the Group to be covered by the changes in interest, it manages the interest rate risk by using interest rate swaps to turn the floating interest rates into fixed, regarding subsidiary's LAMDA DOMI SA loan which amounts to €41.9m at the end of the year.

Apart from the above, no other Group loan is covered by interest rate swaps at 31/12/2016 asthe Management assesses that there is no further risk from interest rates.

The sensitivity analysis below is based on change in a variable holding all other variables constant. Actually, such a scenario is unlikely to happen, and changes in variables can be related for example to change in interest rate and change in market price.

At December 31, 2016 an increase / decrease by 0.5% on the Group's borrowings floating interest rate at functional currency, would lead to an increase / decrease of finance cost by €1.0m (2015: €1.4m) at Group level and by €0.7m (2015: €0.7m) at Company level and a respective effect (increase / decrease) on profit before tax for the year. The effect in profit after tax and equity would lead to an increase / decrease by €0.7m (2015: €1.0m) at Group level and increase / decrease by €0.5m (2015: €0.5m) at Company level.

(b) Credit risk

Credit risk is managed on Group basis. Credit risk arises from credit exposures to customers, including outstanding receivables, as well as cash and cash equivalents.

Sales are made mainly to customers with an assessed credit history and credit limits. Also, certain sale and collection terms are applied.

Income will be significantly affected in case the tenants are unable to fulfil their contractual obligations due to either restriction in their financial activities or instability of the local banking system.

However, the Group at December 31, 2016 has a well-diversified tenant mix consisting mainly of profitable companies with good reputation. The customers' financial condition is monitored on a recurring basis. The Company's management does not expect significant losses from impaired receivables except for those that have been provided for.

The deposits and cash of the Group and the Company are rated in Moody's. The credit limit in relation to cash and cash equivalents is presented as follows:

GROUP COMPANY
Moody's Rating 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Caa3 43.541 51.322 18.142 22.775
Aa2 53.506 53.500 53.506 53.500
N/A 876 1.694 - -
97.923 106.516 71.648 76.275

The remaining amount in cash and cash equivalents is related to cash in hand.

The maximum exposure to credit risk at the reporting date is the carrying value of the trade and other receivables in the balance sheet. No credit losses are anticipated in view of the credit status of the banks that the Group keeps current accounts and time deposits.

(c) Liquidity risk

Liquidity needs are satisfied in full by the timely forecasting of cash needs in conjunction with the prompt receipt of receivables and by using sufficient and available cash resourses.

Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits, money market deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts. Cash and cash equivalents are considered assets with high credit risk since the current macroeconomic environment in Greece affects significantly the local banks. We do not anticipate any losses deriving from the banks' credit ratings where the Group holds its accounts.

The table below analyses the Group and Company financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

GROUP
all amounts in € thousands Less than 1 year Between 1 and 2
years
Between 2 and 5
years
Ove r 5 years
31 December 2016
Borrowings 19.965 207.038 50.214 -
Interest rate swaps - cash flow hedges - 2.154 - -
Trade and other payables 27.948 15.969 - -
47.913 225.161 50.214 -
Between 1 and 2 Between 2 and 5
all amounts in € thousands
31 December 2015
Less than 1 year years years Ove r 5 years
Borrowings 20.419 29.881 257.191 -
Interest rate swaps - cash flow hedges - 2.914 2.406 -
Trade and other payables 26.863 15.857 - -
47.282 48.653 259.598 -
COMPANY
Between 1 and 2 Between 2 and 5
all amounts in € thousands Less than 1 year years years Ove r 5 years
31 December 2016
Borrowings 5.513 129.858 - -
Trade and other payables 17.580 18.977 - -
23.094 148.835 - -
Between 1 and 2 Between 2 and 5
all amounts in € thousands
31 December 2015
Less than 1 year years years Ove r 5 years
Borrowings 2.666 13.225 129.935 -
Trade and other payables 15.310 18.959 - -
17.976 32.184 129.935 -

Futher to the above, the Group and the Company have contingencies in respect of guarantees for good performance and other matters arising in the ordinary course of business, for which no significant additional burdens are expected to arise as described in note 29.

3.2 Capital risk management

The Group and Company objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Group and Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated balance sheet plus net debt.

During 2016, as well as in 2015, the Group and Company's strategy was to maintain the gearing ratio (net debt / total equity) not to exceed 60%.

all amounts in € thousands
GROUP 31.12.2015 31.12.2014
Total borrowings (note 16) 268.607 289.605
Less: cash and cash equivalents (note 12) (98.644) (107.173)
Net debt 169.963 182.432
Total equity 355.071 360.605
Total assets 525.034 543.037
Gearing ratio 32% 34%
all amounts in € thousands
COMPANY 31.12.2015 31.12.2014
Total borrowings (note 16) 128.714 131.959
Less: cash and cash equivalents (note 12) (71.703) (76.388)
Net debt 57.011 55.571
Total equity 257.195 289.371
Total assets 314.206 344.943
Gearing ratio 18% 16%

3.3 Fair value estimation

The fair value hierarchy has the following levels:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly since the date of these transactions have occured (Level 2).
  • Inputs for the asset or liability that are not based on observable market data using valuation methods and assumptions which does not basically reflect current market assessments (that is, unobservable inputs) (Level 3).

The financial instruments that are measured at fair value are the investment property (note 6), the derivative financial instruments (note 19) and the financial instruments held at fair value through profit or loss (note 11).

4. Critical accounting estimates and judgements

Estimates and judgements of the Management are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

4.1 Critical accounting estimates and judgements

The Group makes estimates and assumptions concerning the future. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next 12 months concern the following:

(a) Estimate of fair value of investment property

The best evidence of fair value is current prices in an active market for similar lease and other contracts. When there is absence of such information, the Group determines the amount within a range of reasonable fair value estimates. In making its judgement, the Group considers information from a variety of sources including:

i) Current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

ii) Recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices; and

iii) Discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease and other contracts and (where possible) from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.

The disclosures for the fair value estimations of the investment property are presented in note 6.

(b) Provisions related to contingent liabilities and legal issues

The Group's companies are currently involved in various claims and legal proceedings. Periodically, the Management review the status of each significant matter and assess potential financial exposure, based in part on the advice oflegal counsel. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reliably estimated, the Group and the Company recognize a provision for the estimated loss. Significant judgment isrequired in both the determination of probability and the determination as to whether an exposure is reasonably estimable. As additional information becomes available, the Group and the Company reassess the potential liability related to pending claims and litigation and may revise assessments of the probability of an unfavorable outcome and the related estimate of potential loss. Such revisions in the estimates of the potential liabilities could have a material impact on the Group's or the Company's financial position and results of operations. In note 29 all significant contingencies and legal issues are desclosured, as well as the Management's estimation over them.

4.2 Critical management estimates in applying the entity's accounting policies

There are no areas that require management estimates in applying the Group's accounting policies.

5. Segment information

The Group is operating into the business segment of real estate in Greece and in other neighbouring Balkan countries. The BoD (which is responsible for the decision making) defines the segments according to the use and of the investment property and their geographical location.

A) Group's operating segments

Management monitors the operating results of each segment separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on revenue and EBITDA (Earnings before interest, tax, depreciation and amortization). It is noted that the Group applies the same accounting policies as those in the financial statements in order to measure the performance of the operating segment. Group financing, including finance costs and finance income, as well as income taxes are monitored on a group basis and are included within the administration segment without being allocated to the profit generating segments.

The segment information for the year ended December 31, 2016 was as follows:

Real estate
all amounts in € thousands GREECE BALKANS Total
Shopping
centers
Other
investment
property
Other
investment
property
Revenue from third parties 41.142 5.260 2.756 49.158
Net losses from fair value adjustment on investment
property and inventories
2.437 (2.492) (770) (826)
EBITDA 32.230 104 (1.744) 30.591

The segment information for the year ended December 31, 2015 was as follows:

Real estate
all amounts in € thousands GREECE BALKANS Total
Shopping
centers
Other
investment
property
Other
investment
property
Revenue from third parties 40.854 3.174 10 44.037
Net losses from fair value adjustment on investment
property and inventories
7.756 (7.131) (9.928) (9.303)
EBITDA 35.325 (6.020) (10.948) 18.357

Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.

1 January – 31 December 2016

GREECE BALKANS Total
31 December 2016 Shopping
centers
Other
investment
property
Other
investment
property
Assets per segment 359.411 270.914 75.745 706.070
Expenditure of non-current assets 386 306 2 695
Liabilities per segment 177.851 172.170 978 350.999
GREECE BALKANS Total
31 December 2015 Shopping
centers
Other
investment
property
Othe r
investment
property
Assets per segment 359.215 278.247 93.942 731.404
Expenditure of non-current assets 319 883 48 1.251
Liabilities per segment 190.389 178.942 1.468 370.798

A reconciliation of the Group's total adjusted EBITDA to total profit after income tax is provided as follows:

all amounts in € thousands
Adjusted EBITDA for reportable segments 31.12.2016 31.12.2015
EBITDA 30.591 18.357
Corporate overheads (10.930) (9.898)
Depreciation (853) (930)
Share of profit / (loss) from joint ventures and associates 329 (8.166)
Finance income 175 727
Finance costs (15.925) (14.698)
Profit/(loss) before income tax 3.387 (14.609)
Income tax expense (6.569) (7.494)
Loss for the year (3.182) (22.103)

B) Geographical segments

The segment information for the year ended December 31, 2016 was as follows:

31 December 2016 Total revenue Non-current assets
Greece 46.402 489.966
Balkans 2.756 21.677
49.158 511.643

The segment information for the year ended December 31, 2015 was as follows:

31 December 2015 Total revenue Non-current assets
Greece 44.028 488.282
Balkans 10 20.955
44.037 509.237

6. Investment property

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Balance at 1 January 379.362 379.862 1.840 1.840
Subsequent expenditure on investment property 130 44 - -
Acquisition of subsidiary - goodwill (note 8) 643 - - -
Transfer from inventories - 208 - -
Net loss from fair value adjustment on investment property (180) (752) - -
Balance at 31 December 379.955 379.362 1.840 1.840

Securities on all investment property of the Group amount to €12m.

The investment property includes property operating lease that amounts to €146.6m.

The fair value for all investment property was determined on the basis ofits highest and best use by the Group taking into account each property's use which is physically possible, legally permissible and financially feasible. This estimate is based on the physical characteristics, the permitted use and the opportunity cost for each investment of the Group.

Investment property is valued each semester by independent qualified valuers using the Discounted Cash Flows (DCF) method. The cash flows are based on reliable estimates of future cash flows, supported by the terms of any existing lease and other contracts and (where possible) external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect each tenant's sector (food and restaurants, electronic appliances, apparel etc.) as well as the current market assessments of the uncertainty in the amount and timing of the cash flows. In some cases, where necessary, the valuation is based on the Comparative Method. The aforementioned valuation methods come under hierarchy level 3 as described in note 3.3.

More precisely, taking into consideration the investment property of "The Mall Athens" of the joint venture Lamda Olympia Village SA, which is disclosed in the financial statements using the equity method as described in note 8), 91% of total fair value of the Group's investment property relates to Shopping Centres and 4% to Office Buildings. For both type of property, the valuation was determined using the DCF approach with the following significant assumptions:

  • With regards to the Shopping Centres, The Mall Athens has a freehold status, Mediterranean Cosmos is held under a lease that expires in Q4 2035 and Golden Hall has a 87 year exploitation period. As far as the office buildings are concerned, they are owned by the Group.
  • In short, the yields according to the latest valuations at December 31, 2016 are as follows:
Yield
Malls
The Mall Athens 7,6%
Med.Cosmos 10,6%
Golden Hall 8,9%
Office buildings
Cecil, Kefalari 9,0%
Kronos Building, Maroussi 8,8%

In relation to the annual consideration that every tenant of the Malls pays (Base Consideration – fixed consideration that is set in the contract), it is adjusted annually according to the CPI plus a slight indexation which is differentiated between the tenants. The average CPI that has been used over the period is 1.75%.

The most significant valuation assumptions of the investment property are the assumption regarding the future EBITDA (including the estimations related to the future monthly lease) of each investment property as well as the estimated yields that are applied for the investment property's valuation. As a result, the table below presents two basic scenarios in relation to the impact on the valutions of the following investment properties of an increase in the yields by 25 basis points (+ 0,25%) or a decrease in EBITDA by €1m per Shopping Mall.

Interest held in the Group Yield EBITDA/NOI
all amounts in € millions +0,25% €-1m
The Mall Athens -6,1 -6,6
Med.Cosmos -3,4 -9,4
Golden Hall -5,7 -11,3
Malls -15,2 -27,3
Cecil, Kefalari -0,4
Kronos Building, Maroussi -0,2
Office buildings -0,6
Total -15,8 -27,3

The above mentioned valuations of the investment property as at 31 December 2016 have taken into account the uncertainty of the current economic conditions in Greece (as described in note 2.1). It has to be noted that this situation is unprecedented and therefore the consequences cannot be accurately assessed at this point. In this context, we note that despite the existence of an increased level of valuation uncertainty, the values reported provide the best estimate for the Group's investment property. Management will observe the trends that will be formed in the investment property market in the next few months since the complete impact of the consequences ofthe economic situation in Greece may affect the value ofthe Group'sinvestment property in the future.

7. Property, plant and equipment

all amounts in € thousands Lease hold land Vehicles and Furniture,
fittings and
Assets under
and buildings machinery equipment Software construction Total
GROUP - Cost
1 January 2015 654 5.223 4.340 2.504 643 13.363
Additions 67 55 168 174 744 1.207
Disposals / Write-offs (81) (8) (339) - - (427)
Transfer to investment property - - - - (44) (44)
31 December 2015 640 5.270 4.169 2.677 1.343 14.098
1 January 2016 640 5.270 4.169 2.677 1.343 14.098
Additions - 18 240 93 214 565
Disposals / Write-offs - - (27) - - (27)
Recognition of ppe - change in interest held in
participations
65 - 67 9 - 141
31 December 2016 705 5.287 4.449 2.780 1.557 14.778

1 January – 31 December 2016

Accumulated depreciation
1 January 2015 (296) (3.298) (3.479) (2.472) - (9.545)
Depreciation charge (83) (341) (446) (60) - (930)
Disposals / Write-offs 81 6 301 - - 387
31 December 2015 (298) (3.634) (3.624) (2.533) - (10.088)
1 January 2016 (298) (3.634) (3.624) (2.532) - (10.088)
Depreciation charge (41) (325) (431) (57) - (853)
Disposals / Write-offs - - 27 - - 27
Recognition of ppe - change in interest held in
participations
(35) - (59) (8) - (102)
31 December 2016 (374) (3.958) (4.087) (2.598) - (11.017)
Closing net book amount at 31 December
2015
342 1.636 545 145 1.343 4.010
Closing net book amount at 31 December
2016
331 1.329 362 182 1.557 3.761
all amounts in € thousands Lease holdland
and buildings
Vehicles and
machinery
Furniture,
fittings and
equipment
Software Total
COMPANY - Cost
1 January 2015 300 90 1.212 2.466 4.068
Additions 67 6 149 173 394
Disposals - (8) (8) - (16)
Write-offs - - (276) - (276)
-
31 December 2015 367 88 1.076 2.639 4.171
1 January 2016 367 88 1.076 2.639 4.171
Additions - 5 104 36 146
31 December 2016 367 93 1.181 2.675 4.316
Accumulated depreciation
1 January 2015 (217) (64) (1.155) (2.454) (3.889)
Depreciation charge (12) (9) (99) (50) (170)
Disposals - 6 7 - 13
Write-offs - - 275 - 275
31 December 2015 (229) (68) (971) (2.504) (3.771)
1 January 2016 (229) (68) (971) (2.504) (3.771)
Depreciation charge (12) (7) (109) (46) (174)
31 December 2016 (240) (75) (1.080) (2.550) (3.945)
Closing net book amount at 31 December
2015
138 21 106 135 399
Closing net book amount at 31 December
2016
127 19 101 126 371

At 31/12/2016 the Group does not lease any asset under finance lease agreements and borrowing costs have not been capitalized. Property, plant and equipment are not secured by mortgages.

8. Investments in subsidiaries, joint ventures and associates

The Group's composition on December 31, 2016 is as follows:

Country of
Incorporation
% interest
held
Country of
Incorporation
% interest
held
Company Company
LAMDA Development SA - Parent Greece
Subsidiaries LAMDA Development Sofia EOOD Bulgaria 100,0%
LAMDA Estate Development SA Greece 100,0% TIHI EOOD Bulgaria Indirect 100,0%
KRONOS PARKINGSA Greece Indirect 100,0% Hellinikon Global I SA Luxembourg 100,0%
LAMDA Prime Properties SA Greece 100,0% LAMDA Development (Netherlands) BV Netherlands 100,0%
PYLAIA SA Greece Indirect 100,0% Lamda SingidunumNetherlands BV Netherlands Indirect 100,0%
LAMDA Erga Anaptyxis SA Greece 100,0% Robies Services Ltd Cyprus 90,0%
LAMDA Domi SA Greece 100,0% Joint ventures
LD Trading SA Greece 100,0% LAMDA Olympia Village SA Greece 50,0%
LAMDA Leisure SA Greece 100,0% Lamda Dogus Marina Investments SA Greece 50,0%
GEAKAT SA Greece 100,0% LAMDA Flisvos Marina SA Greece Indirect 32,2%
MC Property Management SA Greece 100,0% LAMDA Flisvos Holding SA Greece Indirect 41,7%
MALLS MANAGEMENT SERVICES SA Greece 100,0% LAMDA Akinhta SA Greece 50,0%
LAMDA Development DOO Beograd Serbia 100,0% LOVLuxembourg SARL Luxembourg Indirect 50,0%
Property Development DOO Serbia 100,0% Singidunum-Buildings DOO Serbia Indirect 56,8%
Property Investments DOO Serbia 100,0% GLS OOD Bulgaria Indirect 50,0%
LAMDA Development Montenegro DOO Montenegro 100,0% Associates
LAMDA Development Romania SRL Romania 100,0% ATHENS METROPOLITAN EXPO SA Greece 11,7%
Robies Proprietati Imobiliare SRL Romania Indirect 90,0% METROPOLITAN EVENTS Greece Indirect 11,7%
SC LAMDA Properties Development SRL Romania Indirect 95,0% SC LAMDA MED SRL Romania Indirect 40,0%

Notes on the above mentioned participations:

  • The country of the establishment is the same with the country of operating.
  • The interest held corresponds to equal voting rights.
  • The investments in joint ventures correspond to the Group's strategic investments mainly due to the exploitation of investment property inside Greece and abroad.
  • The investments in associates do not have significant impact to the Group's operations and results however they are consolidated with the equity method since the Group has control over their operations.
  • The Group has contingencies in respect of bank guarantees as well as pledged shares deriving from its borrowings.
  • The Company, in January 2016, acquired 66% of the share capital of ECE-LAMDA HELLAS SA. Given that the Company already held 34% of the share capital of ECE-LAMDA HELLAS SA, the Company becomes the holder of 100% of the share capital of the aforementioned company, which is renamed to "Malls Management Services SA. During the current period, the Company received the amount of €2.580k as dividend from the company Malls Management Services SA.
  • The Group increased its participation in the joint-venture Singidunum Buildings DOO from 50% to 56.81%, however the control remains 50%-50% between the two shareholders according to the terms of the current shareholders agreement.

(a) Investments of the Company in subsidiaries

The Company's investment in subsidiaries is as follows:

all amounts in € thousands 31.12.2016 31.12.2015
Name Country of
incorporation
% interest held Cost Impairment Carrying
amount
Cost Impairment Carrying
amount
LAMDA ESTATE DEVELOPMENT SA Greece 100% 52.047 25.024 27.022 47.647 23.974 23.672
LAMDA PRIME PROPERTIES SA Greece 100% 9.272 - 9.272 9.272 - 9.272
LAMDA ERGA ANAPTYXIS SA Greece 100% 8.870 - 8.870 6.370 - 6.370
LAMDA DOMI SA Greece 100% 77.075 - 77.075 77.075 - 77.075
LD TRADINGSA Greece 100% 910 910 - 910 910 -
PYLAIA SA Greece 60% 4.035 - 4.035 4.035 - 4.035
LAMDA LEISURESA Greece 100% 1.050 - 1.050 1.050 - 1.050
GEAKAT SA Greece 100% 14.923 10.030 4.893 14.723 10.030 4.693
MC PROPERTYMANAGEMENT SA Greece 100% 745 - 745 745 - 745
MALLS MANAGEMENT SERVICES SA Greece 100% 1.224 - 1.224 - - -
LAMDA DEVELOPMENT SOFIA E.O.O.D. Bulgaria 100% 363 363 - 363 323 40
LAMDA DEVELOPMENT D.O.O. (BEOGRAD) Serbia 100% 992 992 - 942 942 -
PROPERTYDEVELOPMENT D.O.O. Serbia 100% 11.685 11.685 - 10.955 10.955 -
PROPERTYINVESTMENTS LTD Serbia 100% 1 - 1 1 - 1
LAMDA DEVELOPMENT ROMANIA SRL Romania 100% 741 741 - 741 741 -
ROBIES SERVICES LTD Cyprus 90% 1.724 1.724 - 1.724 1.600 124
LAMDA DEVELOPMENT (NETHERLANDS) BV Netherlands 100% 75.178 18.900 56.278 75.178 10.000 65.178
LAMDA DEVELOPMENT MONTENEGRO D.O.O. Montenegro 100% 800 800 - 670 670 -
HELLINIKON GLOBAL I SA Luxembourg 100% 36 - 36 36 - 36
Investment in subsidiaries 261.669 71.168 190.500 252.435 60.145 192.290

The movement in investment in subsidiaries is as follows:

COMPANY
all amounts in € thousands 31.12.2016 31.12.2015
Balance at 1 January 192.290 199.840
Additions 3.804 -
Increase in share capital 8.010 88.674
Decrease in share capital - (80.000)
Provision for impairment (11.024) (16.224)
Dividends effect (2.580) -
Balance at 31 December 190.500 192.290

The above movements were the result of the following significant events occurred during the year ended 31 December 2016:

Share capital increase

During the current period, the subsidiaries LAMDA Estate Development SA, LAMDA Erga Anaptyxis SA, GEAKAT SA, Property Development DOO, LAMDA Development Beograd DOO and LAMDA Development Montenegro DOO increased their share capital by €4.4m, €2.5m, €0.2m, €0.73m, €0.05m and €0.13m respectively.

Acquisition of interest held in participation

The Company, in January 2016, acquired 66% of the share capital of the associated company ECE-LAMDA HELLAS SA paying €3.6m. Given that the Company already held 34% of the share capital of ECE-LAMDA HELLAS SA, the Company becomes the holder of 100% of the share capital of the aforementioned company,

which is renamed to "Malls Management Services SA". As a result of this transaction, the Company acquires full control of the property management of The Mall Athens and Golden Hall, which is consistent with the Company's strategy of enhancing management services, as well as for cost saving purposes. During the second quarter of 2016, the Company received the amount of €2.580k as dividend from the company Malls Management Services SA, and therefore decreased the acquisition cost of the participation equally. From the acquisition of the above mentioned company, a goodwill of €1.3m occurred which was allocated in the fair value of The Mall Athens and Golden Hall as follows: €643k on investment property (note 6) and €699k on investments to joint ventures. This goodwill derives as shown below:

all amounts in € thousands
Non-current assets 56
Current assets 4.056
Non-current liabilities (149)
Current liabilitie s (549)
Total equity at the date of the acquisition 3.413
Intere st held (%) that was acquired 66%
Equity that corresponds to the % of the acquisition 2.253
Conside ration of the acquisition 3.600
Goodwill 1.347

Provision for impairment

The Company recognized provision of impairment for the subsidiaries below for the amount of €11.0m (2015: €16.2m) due to the valuations of the investement properties and the land for sale that these subsidiaries own directly or indirectly.

all amounts in € thousands
LAMDA ESTATE DEVELOPMENT SA (1.050)
LAMDA DEVELOPMENT (NETHERLANDS) BV (8.900)
LAMDA DEVELOPMENT (BEOGRAD) D.O.O. (50)
LAMDA DEVELOPMENT ROMANIA SRL (40)
LAMDA DEVELOPMENT SOFIA E.O.O.D. (124)
ROBIES SERVICES LTD (130)
LAMDA DEVELOPMENT MONTENEGRO D.O.O. (730)
Total (11.024)
LAMDA DEVELOPMENT MONTENEGRO D.O.O. (400)
Total (11.424)

The valuation method of the investment property is described in note 6. The accumulated impairment that has been recognized is examined at every reporting period for possible reversal.

(b) Investments of the Company and the Group in joint ventures

The Company's investment in joint ventures is as follows:

COMPANY 31.12.2016 31.12.2015
Name Country of
incorporation
% interest held Cost Impairment Carrying
amount
Cost Impairment Carrying
amount
LAMDA OLYMPIA VILLAGE SA Greece 50,00% 28.681 - 28.681 28.681 - 28.681
LAMDA AKINHTA SA Greece 50,00% 4.454 1.673 2.781 4.454 1.273 3.181
LAMDA DOGUS MARINA INVESTMENTS SA Greece 50,00% 4.022 - 4.022 4.022 - 4.022
Investment in joint-ventures 37.157 1.673 35.484 37.157 1.273 35.884

The Group's investment in joint ventures is as follows:

GROUP 31.12.2016 31.12.2015
Name Country of
incorporation
% interest held Cost Impairment Carrying
amount
Cost Impairment Carrying
amount
LAMDA OLYMPIA VILLAGE SA Greece 50,00% 28.681 60.094 88.775 28.681 56.950 85.631
LAMDA AKINHTA SA Greece 50,00% 4.454 (1.671) 2.784 4.454 (1.270) 3.185
LAMDA DOGUS MARINA INVESTMENTS SA Greece 50,00% 4.022 (2.927) 1.095 4.022 (2.583) 1.439
SINGIDUNUM-BUILDINGS DOO Serbia 56,81% 27.291 (15.623) 11.668 24.138 (14.403) 9.735
GLS OOD Bulgaria 50,00% 3.631 (2.559) 1.072 3.631 (2.410) 1.221
TOTAL 68.079 37.314 105.393 64.925 36.284 101.210

The movement of the Company and the Group in investment in joint ventures is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Balance at 1 January 101.210 106.803 35.884 35.609
Increase in share capital 3.153 3.239 - 945
Share in profit/(loss) 1.032 (8.838) - -
Provision for impairment - - (400) (670)
Liquidation of participations - 6 - -
Balance at 31 December 105.394 101.210 35.484 35.884

Notes on the above mentioned joint ventures:

  • The Company starting from 1/1/2014 applies IFRS 11 according to which the Group will account for joint ventures on an equity basis because it provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form
  • The Group's most significant joint-ventures is LAMDA Olympia Village SA and Singidunum Buildings DOO as follows:

LAMDA Olympia Village SA

Statement of financial position
31.12.2016 31.12.2015
all amounts in € thousands
Investment prope rty 381.100 387.050
Other non-current assets 37.575 37.348
Trade and other rece ivables 8.233 8.554
Cash and cash equivalents 24.930 17.257
451.838 450.209
Deferred income tax liabilitie s 64.010 63.800
Other non-current liabilities 582 590
Short-term borrowings 200.000 204.000
Trade and other payables 9.696 10.557
274.289 278.947
Total equity 177.549 171.262
Total equity (Group's inte rest 50%) 88.775 85.631
Income statement
01.01.2016 to 01.01.2015 to
all amounts in € thousands 31.12.2016 31.12.2015
Revenue 32.233 32.161
Net loss from fair value adjustment on investment property (5.950) (14.265)
Other operating income / (expenses) - net (6.102) (9.075)
Finance costs - net (11.068) (12.115)
Profit/(loss) be fore income tax 9.114 (3.295)
Income taxexpense (2.827) (6.401)
Profit/(loss) for the year 6.287 (9.696)
Profit/(loss) for the year (Group's interest 50%) 3.143 (4.848)
Cash flow statement
01.01.2016 to 01.01.2015 to
all amounts in € thousands 31.12.2016 31.12.2015
Cash flows from operating activities 12.607 10.564
Cash flows from investing activities (435) (264)
Cash flows from financing activities (4.500) (21.000)
Net increase/(decrease ) in cash and cash equivalents 7.672 (10.700)

In relation to "Lamda Olympia Village" joint venture, following a repayment of €2m in April of 2016, the remaining principal of the bond loan stands at €100m at the end of 2016 (amounts are quoted at 50% based on current ownership percentage) whereas it has been agreed with the bondholders an extension till 27/7/2017, so that a medium term agreement can be finalized.

Bank borrowings are secured on the property "The Mall Athens" owned by the joint venture "LAMDA Olympia Village SA" for the value of €336m.

Also, regarding the joint-venture LAMDA Olympia Village SA there is a reference in note 29 "Contingent liabilities and assets" regarding the decision by the Council of State which accepted the petition for annulment according to the Law 3207/2003 in relation to the plot ofland where the Commercial and Leisure Centre "The Mall Athens" was built. The note 16 describes in full details the course of action for this case.

Singidunum Buildings DOO

31.12.2016
31.12.2015
all amounts in € thousands
Inventories
73.267
73.267
Receivables
536
6
Cash and cash equivalents
459
442
74.262
73.715
Short-term borrowings
52.520
52.555
Trade and other payables
1.204
1.691
53.723
54.246
20.539
19.469
Total equity
(Group's interest)
56,81%
50%
11.668
9.735
Total equity
Income statement
01.01.2016 to
01.01.2015 to
31.12.2016
31.12.2015
all amounts in € thousands
Net loss from fair value adjustment on investment property
(231)
(2.487)
Other operating income / (expenses) - net
(216)
(268)
Finance costs - net
(1.629)
(2.350)
(2.076)
(5.104)
Loss before income tax
Income taxexpense
(2.076)
(5.104)
Loss for the year
(Group's interest)
56,81%
50%
(1.179)
(2.552)
Loss for the year
Cash flow statement
01.01.2016 to
01.01.2015 to
31.12.2016
31.12.2015
all amounts in € thousands
Cash flows from operating activities
(2.686)
(296)
Cash flows to investing activities
-
-
Cash flows to financing activities
2.703
738
16
441
Net increase in cash and cash equivalents

(c) Investments of the Group and the Company in associates

The Group participates in the following associates' equity:

GROUP 31.12.2016 31.12.2015
Name Country of
incorporation
% interest held Cost Impairment Carrying
amount
Cost Impairment Carrying
amount
ATHENS METROPOLITAN EXPO SA Greece 11,67% 1.559 - 1.559 1.559 - 1.559
LOVLUXEMBOURGSARL Luxembourg 25,00% 93 - 93 75 - 75
S.C. LAMDA MED SRL(Indirect) Romania 40,00% 1.533 878 2.411 1.673 897 2.570
MALLS MANAGEMENT SERVICES SA (former ECE
LAMDA HELLAS SA)
Greece 34,00% - - - 204 952 1.156
LD Trading Food Services single-member LTD (Indirect) Greece 100,00% - - - 516 (516) -
TOTAL 3.184 878 4.063 4.027 1.334 5.360

The movement of associates is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Balance at 1 January 5.360 5.216 1.838 1.888
Increase in share capital 18 - 18 -
Disposals - (191) - (50)
Share in profit/(loss) (19) 336 - -
Decrease in share capital (140) - - -
Acquisition / change in interest held in participations (1.156) - (204) -
Balance at 31 December 4.063 5.360 1.651 1.838

Notes on the above mentioned associates:

  • Although the associates do not have a significant impact in the Group's operations and results, they are consolidated with equity method because the Group exercises control over their operations.
  • The change in interest held is related to the acquisition of the remaining 66% of the company MALLS MANAGEMENT SERVICES SA (former ECE-LAMDA HELLAS SA). The participation in this company hereafter is presented in the subsidiaries.
  • The companyLD Trading Food Servicessingle-member LTD wasliquidated in 2016 with €152k payment in cash.

9. Inventories

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Land for sale 91.431 98.509 - -
Property for sale 1.244 1.244 - -
Total 92.675 99.753 - -
Minus: provision for impairment
Land for sale (33.811) (37.656) - -
Property for sale (678) (678) - -
(34.489) (38.334) - -
Net realisable value 58.186 61.419 - -

During 2016, the Group sold land that was owned by the subsidiaries LAMDA Development Beograd DOO and LAMDA Development Sofia EOOD in the amount of €1.4m and €1.4 m respectively, leading to profit of €135k. Additional loss from inventory impairment of €0.6m (2015: €8.6m) was made that is related to the land and property for sale of the Group's companies. The above mentioned difference is presented in the income statement as "Loss from inventory impairment".

10. Trade and other receivables

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Trade receivables 10.998 11.995 131 195
Less: provision for impairment of trade receivables (9.103) (8.603) - -
Trade receivables - net 1.894 3.391 131 195
Other receivables 8.633 5.958 471 196
VAT receivable and other receivables from Public Sector 4.068 3.610 2.387 2.151
Restricted cash 12.651 12.588 12.651 12.588
Receivables from disposal of participation 430 1.374 430 1.374
Receivables from related parties (note 30) 551 - 91 95
Loans to related parties (note 30) 1.111 1.536 86.414 94.550
Deferred expenses 826 641 198 168
Interest receivable 4 236 - 65
Total 30.168 29.334 102.773 111.383
Receivables analysis:
Non-current assets 869 3.347 77.089 86.786
Current assets 29.299 25.987 25.683 24.597
Total 30.168 29.334 102.773 111.383

Trade receivables

At December 31, 2016 the Group has recognised net losses from doubtful receivables for €0.5m (2015: €0.3m). The net movement of the Group's doubtfulreceivablesisincluded in "Other direct property operating expenses" (note 22). Impairment has been applied mainly to trade receivables from the tenants of the shopping centers. The way of monitoring the trade receivables is not based on a maturity basis but it is examined at personal level per customer taking into account the amount of the securities that the customer has contributed.

The movement in Group's doubtful receivables is as follows:

GROUP COMPANY
31.12.2016 31.12.2014 31.12.2016 31.12.2015
Balance at 1 January 8.603 8.303 - -
Provision for doubtful receivables 500 300 - -
Balance at 31 December 9.103 8.603 - -

The other receivables for which no impairment or bad debt provision has been applied are equal to the carrying amounts.

There are no other significant receivables at Group and Company level for a period further to three-months which are regarded as doubtful or due.

At Company level, the non-current assets refer to loans to associates of initial capital €84.5m less an impairment of €4.9m that the parent company has granted to its subsidiaries LAMDA Development Romania

SRL, LAMDA Development Beograd DOO, LAMDA Development Sofia EOOD, Robies Services Ltd, LAMDA Development Montenegro DOO and PropertyDevelopment DOO (note 30).Respectively, at Group level, part of the restricted cash of €2.1m is included in the non-current assets, as well as guarantees.

In relation to VAT receivables, the amount is not prepaid. The VAT receivables can be presented as receivables to be set off up to 5 years and can be set off with VAT payables.

Restricted cash

The restricted cash is mainly related to:

  • €10.5m in escrow account kept in the Bank of Piraeus (together with the Municipality of Maroussi) and refers to payable remuneration for the acquisition of the company LAMDA Olympia Village SA and will be released in case that the tax courts decisions are in favor of the above-mentioned company for the cases that are placed before its acquisition from the parent Company.
  • €2.1m as cash collateral for the issuance of one letter of guarantee in favour of a Company's subsidiary. The cash collateral of €2.1m will be released in 2017.

11. Financial instruments held at fair value through profit or loss

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Bonds - Euro 5.224 15.651 5.224 15.651
Money market funds - 7.991 - 7.991
5.224 23.642 5.224 23.642

Above financial instrumentsrelate to the placement ofthe Company's cash in various financial counterparties with high ratings and are measured at fair value through income statement.

At 31/12/2016, the Company has recognized a loss from financial instruments held at fair value through profit or loss of €43k and losses of €143k from their liquidation (note 23).

The above mentioned financial instruments are categorized under hierarchy 1 as described in note 3.3.

12. Cash and cash equivalents

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Cash at bank 97.923 106.516 76.275 -
Cash in hand 721 657 113 -
Total 98.644 107.173 76.388 -

The Company has proceeded with selected placement of its cash in prime investment grade money market funds and supranational bonds with various financial counterparties with high ratings. Subject amounts are readily available upon demand. €5m was placed in financial instruments as illustrated in note 11. The cash and cash equivalents at 31/12/2016 are mainly placed in bank institutions as well as in prime investment grade money market funds and supranational bonds, as described in note 11.

No significant credit losses are anticipated in view of the credit status of the banks that the Group keeps current accounts. The above comprise the cash and cash equivalents used for the purposes of the cash flow statement. In relation to the credit risk of banks see note 3.1.b.

13. Financial instruments by category

GROUP - 31.12.2016 GROUP - 31.12.2016
Financial assets Loans and
receivables
Financial instruments heldat
fair value through profit or
loss
Financial liabilities Derivatives used for
hedging
Liabilities at amortized cost
all amounts in € thousands all amounts in € thousands
Trade and other receivables 1.894 - Borrowings - 268.607
Restricted cash 12.651 - Derivative financial instruments 651 -
Loans to related parties 1.111 - Trade and other payables - 4.536
Interest reveivable 4 - Liabilities to related parties - 108
Cash and cash equivalents 98.644 - Loans from related parties - 17.947
Other financial receivables 430 5.224 Interest payable - 735
Receivables from related parties 551 - Other financial payables - 13.422
Total 115.285 5.224 Total 651 305.355
COMPANY- 31.12.2016 Financial instruments heldat COMPANY- 31.12.2016
Financial assets Loans and
receivables
fair value through profit or
loss
Financial liabilities Liabilities at
amortizedcost
all amounts in € thousands all amounts in € thousands
Trade and other receivables 131 - Borrowings 128.714
Restricted cash 12.651 - Trade and other payables 172
Receivables from related parties 91 - Liabilities to related parties 7
Loans to related parties 86.414 - Loans from related parties 21.974
Cash and cash equivalents 71.703 - Interest payable 667
Other financial receivables 430 5.224 Other financial payables 10.322
Total 185.255 5.224 Total 161.856
GROUP - 31.12.2015 Financial instruments heldat GROUP - 31.12.2015 Derivatives usedfor
Financial assets Loans and
receivables
fair value through profit or
loss
Financial liabilities hedging Liabilities at amortizedcost
all amounts in € thousands all amounts in € thousands
Trade and other receivables 3.391 - Borrowings - 285.257
Restricted cash 12.588 - Finance lease liabilities - 4.348
Loans to related parties 1.536 - Derivative financial instruments 903 -
Interest reveivable 236 - Trade and other payables - 4.325
Cash and cash equivalents 107.173 - Liabilities to related parties - 1.327
Other financial receivables 1.374 23.642 Loans from related parties - 17.228
Interest payable - 769
Other financial payables - 12.606
Total 126.298 23.642 Total 903 325.860
COMPANY- 31.12.2015 Loans and Financial instruments heldat COMPANY- 31.12.2015 Liabilities at
Financial assets receivables fair value through profit or
loss
Financial liabilities amortizedcost
all amounts in € thousands all amounts in € thousands
Trade and other receivables 195 - Borrowings 131.959
Restricted cash 12.588 - Trade and other payables 164
Receivables from related parties 95 - Liabilities to related parties 4
Loans to related parties 94.550 - Loans from related parties 21.224
Interest reveivable 65 - Interest payable 655
Cash and cash equivalents 76.388 - Other financial payables 9.379
Other financial receivables 1.374 23.642
Total 185.255 23.642 Total 163.385

14. Share capital

all amounts in € thousands Number of
shares
(thousands)
Ordinary
shares
Share
premium
Treasury
shares
Total
1 January 2015 79.255 23.917 360.007 (1.757) 382.167
Change in deferred tax rate - - 102 - 102
Purchase of treasury shares (1.279) - - (4.980) (4.980)
31 December 2015 77.976 23.917 360.110 (6.737) 377.289
1 January 2016 77.976 23.917 360.110 (6.737) 377.289
Purchase of treasury shares (620) - - (2.426) (2.426)
31 Decembe r 2016 77.356 23.917 360.110 (9.163) 374.863

The share capital of the Company amounts to €23,916,532.50 divided by 79,721,775 shares of nominal value €0.30 each. All the Company's shares are listed on the Athens Stock Exchange.

The Company in 2016 purchased gradually 620,413 treasury shares with total cost €2.426k, and average price (before expenses and other commissions) €3.90 per share, in accordance to the decision of the Annual Shareholders Meeting on 18/6/2013 and 16/6/2015 which approved the purchase of treasury shares up to 10% on the total amount of shares in issue, in accordance with article 16 of Codified Law 2190/1920. At 31/12/2016 the Company's treasury shares amount to 2.366.007 shares and represents 2.97% of the Company's issued share capital with average price (after expenses and other commissions) €3.87 per share.

15. Other reserves

all amounts in € thousands Statutory - Special -
Tax-free reserves
(1)
Hedging reserves
Reserves from
options scheme
Cumulative actuarial
(1)
gains
Currency translation
differences
Total
GROUP
1 January 2015 5.530 (671) 212 82 264 5.417
Changes during the year 618 30 (212) (16) (30) 390
31 December 2015 6.148 (641) - 67 234 5.807
1 January 2016 6.148 (641) - 67 234 5.808
Changes during the year 664 179 - (72) (32) 738
31 December 2016 6.812 (463) - (6) 202 6.545

(1) The reserves form the cumulative actuarial losses and the hedging reserves are disclosed net of deferred tax.

1 January – 31 December 2016

all amounts in € thousands Statutory - Special -
Tax-free reserves
Reserves from
options scheme
Cumulative actuarial
gains (1)
Total
COMPANY
1 January 2015 2.970 212 95 3.276
Changes during the year - (212) (11) (223)
31 December 2015 2.970 - 83 3.053
1 January 2016 2.970 - 83 3.053
Changes during the year - - (54) (54)
31 December 2016 2.970 - 29 2.999

Statutory reserve - Special and extraordinary reserves - Tax free reserve

(a) A legal reserve (Group €6.222k and Company €2.380k) is created under the provisions of Greek law (Law 2190/20, articles 44 and 45) according to which, an amount of at least 5% of the profit (after tax) for the year must be transferred to the reserve until it reaches one third of the paid share capital. The legal reserve can only be used, after approval of the Annual General meeting of the shareholders, to offset retained losses and therefore can not be used for any other purpose.

(b) At 31/12/2016 as well as at 31/12/2015, the Group and the Company no longer have special reserves.

(c) Tax-free and special taxed reserves (Group €590k and Company level) are created under the provisions of tax law from tax free profits or from income or profits taxed under special provisions.

The above-mentioned reserves can be capitalised or distributed, after the approval of the Annual General meeting, after taking into consideration the restrictions which will apply at each time. The Group does not intent to distribute or capitalise these reserves and therefore did not account for the tax liability which would arise in such case.

Hedging reserve

The above-mentioned reserve include the balance of the interest rate swap's valuation at fair value, debit amount of €651k which net of deferred tax is debit amount of €463k.

Reserves from option scheme

At 31/12/2016, the Group and the Company no longer present reserves from share option scheme as the stock option plan in favour of members of the Board of Directors and personnel of the Company, and of affiliated companies, in the form of the option to purchase shares have expired.

Reserves from cumulative actuarial differences

The above-mentioned reserves refer to actuarial losses deriving from the retirement benefit obligations in the amount of €7k (after deferred tax €6k) at Group level and €41k (after deferred tax €29k) at Company level.

Reserves from currency translation differences

The above-mentioned reserves refer to currency translation differences from the conversion of financial statements from foreign companies which functional currency is other than Euro.

1 January – 31 December 2016

16. Borrowings

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Non-current
Bond borrowings 248.642 269.186 123.201 129.293
Total non-current 248.642 269.186 123.201 129.293
Current
Bond borrowings 19.965 16.071 5.513 2.666
Finance lease liabilities - 4.348 - -
Total current 19.965 20.419 5.513 2.666
Total borrowings 268.607 289.605 128.714 131.959
The movements in borrowings are analysed as follows:
12 months ended 31 December 2015 (amounts in € thousands GROUP COMPANY
Balance at 1 January 2015 338.476 164.700
Bond borrowings 133.950 133.950
Borrowings transaction costs - new (2.048) (2.048)
Borrowings transaction costs - amortization 354 57
Borrowings repayments (180.121) (164.700)
Finance lease repayments (1.006) -
Balance at 31 December 2015 289.605 131.959
12 months ended 31 December 2016 (amounts in € thousands GROUP COMPANY
Balance at 1 January 2016 289.605 131.959
Borrowings transaction costs - amortization 990 693
Borrowings transaction costs (589) (589)
Borrowings repayments (17.051) (3.349)
Finance lease repayments (4.348) -
Balance at 31 December 2016 268.607 128.714

Borrowings are secured by mortgages on the Group's land and buildings (note 6), and in some cases by additional pledges of parent company's shares as well as and/or by assignment of subsidiaries' receivables (note 8) and insurance compensations. Regarding the Company's new syndicated bond loan for an amount up to €164.7m that was signed on 26/11/2015, the securities that have been agreed comprise of mortgages on Group assets as well as share pledges on specific Group participations. The bond loan has a three year tenor and is comprised of two tranches. The first tranche of €133.95m was drawn-down on 30th November 2015, while the second tranche (which amounts to €30.75m) was not drawn-down and has an availability period till 27/11/2017.

Amortization of borrowings transaction costs of €1.9 are included in the total borrowings as at December 31, 2016, out of which €1.0m is applied to current borrowings whereas the rest €0.9m is applied to non-current borrowings.

1 January – 31 December 2016

Finance lease liabilities

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Finance lease liabilities- minimum lease
payments
Not later than 1 year - 4.348 - -
Later than 1 year but not later than 5 years - - - -
Total - 4.348 - -
Less: Future finance charges on finance leases - - - -
Present value of finance lease liabilities - 4.348 - -

The Group at 17/2/2016 acquired the 80% of joint ownership in 86 premises located in the office building Kronos Business Center in Maroussi, by its 100% subsidiary LAMDA Estate Development S.A., following the exercise of the repurchase option upon the expiration of the financial lease with Hellas Capital Leasing S.A. The residual value paid on the signing date of the transfer contract for the abovementioned premises, amounts to €4.3m, according to the relevant term of the financial lease. It should be noted that the exercise of the repurchase option following the expiration of the financial lease, does not affect the total value of the investment portfolio, since the fair value of subject property has already been included in the portfolio.

The maturity of non-current borrowings is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Between 1 and 2 years 199.164 20.467 123.201 6.015
Between 2 and 5 years 49.478 248.720 - 123.278
Over 5 years - - - -
248.642 269.186 123.201 129.293

The exposure of the Group and Company's borrowings to interest rate changes and the contractual repricing dates at December 31, 2016 are as follows:

all amounts in € thousands GROUP
31.12.2016
COMPANY
31.12.2016
3months or less
3-6 months
229.075
-
130.601
-
Fixed rate 229.075
41.900
270.975
130.601
-
130.601

The fair value of the fixed rate Group's borrowing at the end of the year is €41.9m whereas the fair vale is €41.2m(December 31, 2015: carrying amount €41.9m, fair value €41.0m). The average base discount interest rate that the Group uses for measuring the borrowings with fixed rate is Euribor of 3 months and fixed rate – IRS rate, 1.064% at 31/12/2016 and 0.877% respectively at 31/12/2015.

The carrying amount of loans with floating rate proximates the fair value at the balance sheet date.

The fair value estimation of the total borrowings is based on inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The effective weighted average interest rates at December 31, 2016 are as follows:

GROUP COMPANY
Βραχυπρόθεσμα ομολογιακά δάνεια 3,95% 5,50%
Μακροπρόθεσμα ομολογιακά δάνεια 4,60% 5,50%

At 31/12/2016, the average base effective interest rate of the Group is 0.09% and the average bank spread is 4.45%. Therefore, the Group total effective borrowing rate stands at 4.54% at 31/12/2016.

The Company's bond loans have the following financial covenants: at Company level (Issuer) the total borrowings (current and non-current) to total equity should not exceed 1.2 and at Group level the total borrowings to total equity should not exceed 2.5 and the ratio of total net debt to investment portfolio must be ≤ 75%.

At Group level, the Company's subsidiary LAMDA DOMI SA's syndicated loan of current balance €68.2m, granted by the following banking institutions: Eurobank Ergasias, Alpha Bank, National Bank of Greece and HSBC has the following covenants: Loan to value <60% and Debt Service Ratio >120%. Also, the bond loan of the Company's subsidiary PYLAIA SA granted by Hypothekenbank Frankfurt, of current balance €64.8m has the following covenants: Loan to value <80% and Debt Service Ratio >120%.

At 31 December 2016, all above mentioned ratios are satisfied at Group and Company level.

Regarding the subsidiaries, they proceeded to total payments of €13.7m within current reporting period, as described in their bond loan contracts.

17. Retirement benefit obligations

The amounts that have been recognized in the statement of financial position are as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Amounts recognized in the statement of
financial position
Present value of obligations 1.005 634 714 578
Fair value of plan assets - - - -
Net liability in balance sheet 1.005 634 714 578

The amounts recognised in the income statements are as follows:

GROUP COMPANY
Amounts recognized in the income
statement
31.12.2016 31.12.2015 31.12.2016 31.12.2015
Service cost 76 57 45 48
Interest cost 19 14 14 13
P/l charge 95 71 59 61
Recognition of past service cost 32 - - -
Settlement/Curtailment/Termination loss/(gain) 17 263 - 208
Other expense - 24 - 24
Total charge in the income statement 144 357 59 293

The amounts recognised in the other comprehensive income statement are as follows:

GROUP COMPANY
all amounts in € thousands
Remeasurements
31.12.2016 31.12.2015 31.12.2016 31.12.2015
Liability gain/(loss) due to changes in assumptions (99) (21) (62) (18)
Liability experience gain/(loss) arising during the
year
(3) 4 (15) 8
Total actuarial gain/(loss) recognised in OCI (102) (17) (77) (11)

The movement in the liability recognised in the balance sheet is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Reconciliation of benefit obligation
Defined Benefit Obligation at start of year 634 565 578 517
Acquisition / change in interest held in
participations
149 - - -
Service cost 76 57 45 48
Interest cost 19 14 14 13
Benefits paid directly by the Company (24) (305) - (242)
Settlement/Curtailment/Termination loss 17 263 - 208
Other - 24 - 24
Past service cost arising over last period 32 - - -
Actuarial (gain)/loss 102 17 77 11
Defined Benefit Obligation at start of year 1.005 634 714 578
GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Movements in Net Liability in BS
Net Liability in BS at the beginning of the year 634 565 578 517
Acquisition / change in interest held in
participations
149 - - -
Benefits paid directly (24) (305) - (242)
Total expense recognized in the income statement 144 357 59 293
Total amount recognized in the OCI 102 17 77 11
Net Liability in BS 1.005 634 714 578

The principal annual actuarial assumptions that were used for accounting purposes are as follows:

GROUP COMPANY
31.12.2016 31.12.2015 31.12.2016 31.12.2015
Discount rate 1,87% 2,45% 1,87% 2,45%
Price inflation 1,50% 1,50% 1,50% 1,50%

In case that the discount rate changes by – 0.5%, the impact to the defined benefit pension plans would change by -€94k. In case that the salaries change by +1%, the change to the defined benefit pension plans of the Group would change by +€94k.

The estimated future contributions that occur from the defined benefit pension plans after the retirement of the last person in the Group are as follows:

1 January – 31 December 2016

2016
GROUP COMPANY
all amounts in € thousands
No later than 1 year 7 7
Between 1 and 2 years 60 60
Between 2 and 5 years 65 65
Over 5 years 1.299 835
1.431 967

18. Trade and other payables

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Trade payables 4.536 4.325 172 164
Liabilities to related parties (note 30) 108 1.327 7 4
Socialsecurity cost and other taxes/charges 2.278 1.851 1.141 733
Unearned income 2.065 2.098 - -
(a)
Liability to the Municipality of Amarousiou
9.040 9.040 9.040 9.040
Accrued expenses 4.892 4.613 2.275 2.110
Accrued interest 735 769 667 653
Loans from related parties (note 30) 17.947 17.228 21.974 21.224
Other liabilities 4.382 3.566 1.282 341
Total 45.983 44.818 36.558 34.269

Analysis of obligations:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2014 31.12.2016 31.12.2014
(b)
Non-current assets
15.969 15.857 18.977 18.959
Current assets 30.013 28.961 17.580 15.310
Total 45.983 44.818 36.558 34.269
  • a) The liability to the Municipality of Amarousion represents Company's obligation related to LAMDA Olympia Village purchase (former DIMEPA). The two parts agreed mutually to deposit the relevant amount to a common pledged bank account until the issue is resolved.
  • b) The non-current assets refer to loans payables to associates as described in note 30.

Trade and other payables' fair value are equal to the carrying amounts.

19. Derivative financial instruments

GROUP COMPANY
31.12.2016 31.12.2015 31.12.2016 31.12.2015
all amounts in € thousands Assets Liabilities Assets Liabilities Assets Liabilities Assets Liabilities
Interest rate swaps - cash
flow hedges -
651
- 903 -
-
-
-
Total -
651
- 903 -
-
-
-
Total - 651 - 903 - - - -
Current - - - - - - - -
Non-current - 651 - 903 - - - -

The nominal value of interest rate swaps that are hedged as at 31/12/2016 was €41.9m, for the Company's subsidiary LAMDA DOMI SA, and their maturity date is June 2018. The interest rate swaps have been measured at fair value stated by the counterpart bank. As at 31/12/2016 the long-term borrowings floating rates are secured with interest risk derivatives (swaps) ranged according to 3-month Euribor plus 6.02%.

The total fair value of the derivative financial instrument, which is described under hierarchy 2 in note 3.3, is presented in the statement of financial position as long-term liability since the remaining duration of the loan agreement which is hedged, exceeds 12 months.

The movement in fair value is related to the effective portion of the cash flow hedge and is recognised in special reserves in equity (note 15). The effectiveness test of the cash flow hedges is based on discounted cash flows according to the forward rates (3-month Euribor) and their volatility rating.

20. Deferred income tax

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.

The amounts which have not been offset are as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Deferred tax liabilities: (34.172) (31.572) - -
Deferred tax assets: 17.601 15.947 10.903 9.354
(16.571) (15.625) 10.903 9.354

The amounts which have been offset are as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Deferred tax liabilities: (30.919) (29.756) (796) (800)
Deferred tax assets: 14.349 14.131 11.699 10.154
(16.571) (15.625) 10.903 9.354

The gross movement on the deferred income tax account is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Balance at 1 January (15.625) (13.699) 9.354 5.375
(Charged) / credited to the income statement (1.009) (290) 1.526 3.193
Charged/(credited) in equity 21 87 23 86
Acquisition/change in interest held in participations 43 - - -
Change in deferred tax rate through equity - 94 - 90
Change in deferred tax rate through the income
statement
- (1.817) - 610
Balance at 31 December (16.571) (15.625) 10.903 9.354

The movement in deferred tax assets and liabilities during the year, without taking into consideration the offsetting of balances without the same tax jurisdictions, is as follows:

Deferred Tax Liabilities

GROUP (all amounts in € thousands) Depreciation
differences &
cost
Revenue
recognition
Net profit /
(losse s) from
fair value
adjustment on
investment
property and
inventories
Tax audit
differences
Other Total
1 January 2015 16.293 196 5.856 1.124 535 24.004
Charged / (credited) to the income statement 1.310 (23) 2.001 - (203) 3.084
Credited directly to equity - - - - (84) (84)
Change in deferred tax rate through equity - - - - 36 36
Change in deferred tax rate through the income
statement
1.890 23 708 - 96 2.716
31 December 2015 19.493 195 8.565 1.124 379 29.756
1 January 2016 19.493 195 8.565 1.124 379 29.756
Charged / (credited) to the income statement 630 (23) 630 - (73) 1.163
Credited directly to equity - - - - - -
31 December 2016 20.123 172 9.195 1.124 306 30.919
COMPANY (all amounts in € thousands) Depreciation
differences &
cost
Tax audit
differences
Other Total
1 January 2015 52 728 87 867
Charged / (credited) to the income statement 2 - (6) (4)
Credited directly to equity - - (83) (83)
Change in deferred tax rate through equity - - 9 9
Change in deferred tax rate through the income
statement
6 - 5 11
31 December 2015 60 728 12 800
1 January 2016 60 728 12 800
Charged / (credited) to the income statement 1 - (5) (4)
31 December 2016 61 728 7 796

1 January – 31 December 2016

Deferred Tax Assets

GROUP (all amounts in € thousands) Bad Debt Tax losses Revenue
recognition
Finance lease Expenses for
issuance of
share capital
Provision for
redundancy
Derivative
financial
instruments
Other Total
1 January 2015 1.861 5.695 97 1.390 851 176 236 - 10.305
Charged / (credited) to the income statement (60) 3.240 (46) (290) (99) 14 - 34 2.794
Charged/(credited) in equity - - - - - 4 (1) - 3
Change in deferred tax rate through equity - - - - 103 - 27 - 130
Change in deferred tax rate through the income
statement
84 657 11 160 (4) (10) - - 899
31 December 2015 1.885 9.591 62 1.260 850 185 262 34 14.131
1 January 2016 1.885 9.591 62 1.260 850 185 262 34 14.131
Purchase / change in interest held in
participations/Εξαγορά ποσοστού σε συμμετοχές
- - - - - 43 - - 43
Charged / (credited) to the income statement (98) 1.615 (28) (1.260) (99) 35 - (11) 154
Charged/(credited) in equity - - - - - 30 (73) 64 21
31 December 2016 1.787 11.206 35 - 751 293 189 87 14.349
COMPANY (all amounts in € thousands) Tax losses Expenses for
issuance of
share capital
Provision for
redundancy
Othe r Total
1 January 2015 5.256 851 135 - 6.242
Charged / (credited) to the income statement 3.240 (99) 14 34 3.189
Charged/(credited) in equity - - 3 - 3
Change in deferred tax rate through equity - 103 (4) - 99
Change in deferred tax rate through the income
statement
606 (4) 19 - 622
31 December 2015 9.102 850 168 34 10.154
1 January 2016 9.102 850 168 34 10.154
Charged / (credited) to the income statement 1.615 (99) 17 (11) 1.522
Charged/(credited) in equity - - 23 - 23
31 December 2016 10.717 751 207 23 11.699
  • Deferred tax assets are recognised per entity based on the amounts of future taxable profit for which Management believes that there is a high probability of occurrence against which temporary difference that have resulted in a deferred tax asset can be set-off.
  • In relation to the deferred tax assets for tax losses, the Management estimates the anticipated future profitability of the Company, as well as its subsidiaries and at the level that the future results will not be sufficient to cover the tax losses, no deferred tax asset has been recognized.
  • In order to be prudent, the Company has not recognised deferred tax assets with respect to accumulated tax losses of €20m (31/12/2015: €33m).
  • In order to be prudent, the Group has not recognised deferred tax assets with respect to accumulated tax losses of €58m (31/12/2015: €68m).
  • The largest proportion of deferred tax liabilities and assets are recoverable after 12 months from the balance sheet date as these relate primarily to temporary differences associated with depreciation differences, fair value changes for investment properties and inventory, finance leases and tax losses.

21. Revenue

GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Leasing of real estate property 38.941 39.065 93 91
Other auxiliary land transportation 3.805 3.476 - -
Real estate management 2.303 103 272 307
Sale of landplots - inventories 2.750 - - -
Consulting 297 295 1.055 866
Other 1.062 1.097 - -
Total 49.158 44.037 1.420 1.264

The aggregate floating (contingent) remuneration was €1.7m for year 2016 and €1.5m for year 2015.

22. Other direct property operating expenses

GROUP COMPANY
all amounts in € thousands 01.01.2016 to 01.01.2015 to 01.01.2016 to 01.01.2015 to
31.12.2016 31.12.2015 31.12.2016 31.12.2015
Operating lease (3.603) (3.563) - -
Shopping center common charges (2.411) (3.016) - -
Proportion in the common charges of vacant units (355) (436)
Parking expenses (1.484) (1.646) - -
Property management fees - (1.110) - -
Promotion and marketing expenses (468) (571) - -
Administrative and financialservices (14) (14) - -
Technical advisors' fees (300) (286) - -
Insurance costs (502) (506) - -
Lawyer fees (26) (79) - -
Commercialization - (63) - -
Maintenance and repairs (476) (585) - -
Taxes - charges (284) (269) - -
Doudtful receivables (note 10) (500) (300) - -
Other (77) (147) - -
Total (10.502) (12.592) - -

23. Other operating income / (expenses) net

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Professional fees (1.747) (2.358) (741) (1.529)
Promotion and marketing expenses (325) (255) (262) (200)
IT expenses and other maintenance (313) (346) (292) (327)
Common charges and consumables (654) (659) (386) (423)
Taxes - charges (414) (429) (4) (5)
Travel/transportation expenses (219) (228) (167) (192)
Insurance (76) (85) (47) (71)
Donations and grants (83) (107) (83) (107)
(1)
Expenses of administrative compliance
(309) (369) (309) (369)
Write-off/reversal of impairment of other receivables/payables - 1.174 - 1.073
Loss from sale of ppe - (35) - (3)
Impairment of financial instruments held at fair
value through profit or loss
10 (124) 44 (124)
Profit/(loss) from disposal/liquidation/valuation
of participations and other investments
9 (84) (143) 63
Other (143) (295) (193) (202)
Total (4.266) (4.199) (2.583) (2.416)

(1) The expenses of administrative compliance relate to expenses for completion of administrative compliance following the Council of State's decision as described in note 1 and 29).

24. Employee benefits expenses

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Wages and salaries (8.393) (6.837) (5.857) (5.419)
Socialsecurity costs (1.223) (943) (818) (782)
Costs - defined contribution funds (note 17) (144) (357) (59) (293)
Other benefits (830) (705) (651) (636)
Total (10.589) (8.842) (7.386) (7.131)

1 January – 31 December 2016

25. Finance costs – net

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Interest expense:
- Borrowings interest - contractual (12.635) (11.802) (7.289) (6.596)
- Borrowings interest - transaction costs (note 16) (990) (354) (711) (75)
- Expense from loans granted from related parties (note 30) (718) (717) (893) (895)
- Finance lease liabilities (note 16) (8) (74) - -
- Other costs and commissions (1.573) (1.752) (1.282) (1.399)
(15.925) (14.698) (10.174) (8.966)
Interest income:
- Income from loans granted to related parties (note 30) - - 1.170 1.195
- Interest income 175 727 140 528
175 727 1.310 1.723
Total (15.749) (13.971) (8.864) (7.243)

26. Income tax

According to tax law, the corporate income tax rate of legal entities in Greece is set at 29% and intragroup dividends are exempt from both income tax, as well as withholding tax provided that the parent entity holds a minimum participation of 10% for two consecutive years.

In addition, the tax rate for the subsidiaries registered in foreign countries differs from country to country as follows: Greece 29%, Romania 16%, Serbia 15%, Bulgaria 10%, Montenegro 9% and Netherlands 25.5%.

Under Greek tax regulations, an income tax advance calculation on each year's current income tax liability is paid to the tax authorities. Net operating losses which are tax deductible, can be carried forward against taxable profits for a period of five years from the year they are generated.

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Income tax (5.560) (5.386) - -
Deferred tax (note 20) (1.009) (290) 1.526 3.193
Change in tax rate - (1.817) - 610
Total (6.569) (7.494) 1.526 3.803

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the company as follows:

1 January – 31 December 2016

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
01.01.2015 to
31.12.2016
31.12.2015
01.01.2016 to
01.01.2015 to
31.12.2016
31.12.2015
Profit/(loss) for the year 3.387 (14.609) (31.222) (31.107)
Tax calculated at domestic tax rate applicable to profits
in the respective countries
(1.757) 2.026 9.054 9.021
Income not subject to tax - - 1.580 702
Expenses not deductible for tax purposes (2.445) (189) (2.295) -
Tax effect on deducible interest income (927) (807) (927) (807)
Loss for the year, no deferred tax provision (1.440) (6.706) (630) (824)
Impairment loss, no deferred tax provision - - (5.256) (4.899)
Change in tax rate - (1.817) - 610
Taxes (6.569) (7.494) 1.526 3.803

Tax certificate and unaudited tax years

The unaudited tax years for the Company and the Group's companies are as follows:

Fiscal years
unaudited by the
taxauthorities
Fiscal years
unaudited by the
taxauthorities
Company Company
LAMDA Development SA 2009-2010, 2016
LAMDA Olympia Village SA 2016
PYLAIA SA 2010, 2016 METROPOLITAN EVENTS 2012-2016
LAMDA Domi SA 2010, 2016 LAMDA Development DOO Beograd 2003-2016
LAMDA Flisvos Marina SA 2010, 2016 Property Development DOO 2010-2016
LAMDA Prime Properties SA 2010, 2016 Property Investments DOO 2008-2016
LAMDA Estate Development SA 2010, 2016 LAMDA Development Romania SRL 2010-2016
LD Trading SA 2010, 2016 LAMDA Development Sofia EOOD 2006-2016
KRONOS PARKINGSA 2010, 2014-2016 SCLAMDA MED SRL 2005-2016
LAMDA Erga Anaptyxis SA 2010, 2014-2016 LAMDA Development Montenegro DOO 2007-2016
LAMDA Flisvos Holding SA 2010, 2014-2016 LAMDA Development (Netherlands) BV 2008-2016
LAMDA Leisure SA 2010, 2014-2016 Robies Services Ltd 2007-2016
GEAKAT SA 2010, 2014-2016 Robies Proprietati Imobiliare SRL 2007-2016
MALLS MANAGEMENT SERVICES SA 2010, 2016 SCLAMDA Properties Development SRL 2007-2016
MCProperty Management SA 2010, 2016 Singidunum-Buildings DOO 2007-2016
LAMDA Akinhta SA 2010, 2014-2016 GLS OOD 2006-2016
LAMDA Dogus Marina Investments SA 2015-2016 LOVLuxembourg SARL 2013-2016
ATHENS METROPOLITAN EXPO SA 2010, 2014-2016 TIHI EOOD 2008-2016

For the year ended 31 December 2011 and onwards as the Law 4174/2013 (article 65A) currently stands (and as Law 2238/1994 previously provided in article 82), up to and including fiscal years starting before 1 January 2016, the Greek sociιtιs anonymes and limited liability companies whose annual financial statements are audited compulsorily, were required to obtain an 'Annual Tax Certificate', which is issued after a tax audit is performed by the same statutory auditor or audit firm that audits the annual financial statements. For fiscal years starting from 1 January 2016 and onwards, the 'Annual Tax Certificate' is optional, however the Group will obtain such certificate. In accordance with the Greek tax legislation and the respective Ministerial Decisions issued, additional taxes and penalties may be imposed by the Greek tax authorities following a tax audit within the applicable statute of limitations (i.e. in principle five years as from the end of the fiscal year within which the relevant tax return should have been submitted), irrespective of whether an unqualified tax certificate has been obtained from the tax paying company.

For the fiscal year 2016 tax audit is currently carried out by PriceWaterhouseCoopers SA., and the relevant tax certificate is expected to be issued after the publication of the financialstatements for the fiscal year 2017.

Regarding the parent Company, a tax audit is currently carried out by the Greek tax authorities for the fiscal years 2009 and 2010. The Group provides, when considered appropriate, and on a company by company basis for possible additional taxes that may be imposed by the tax authorities.The total amount of the cumulative provision made for the Group's and Company's unaudited, by the tax authorities, years amount to €1,1m and €0,7m respectively.

27. Cash generated from operations

GROUP COMPANY
all amounts in € thousands Note 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Loss for the year (3.182) (22.103) (29.696) (27.304)
Adjustments for:
Tax 6.569 7.494 (1.526) (3.803)
Depreciation of property, plant and equipment 7 853 930 174 170
Impairment of receivables 10 500 300 - -
Share of profit from associates 8 (329) 8.166 - -
Dividends income - - (5.449) (2.421)
Provision for impairment of receivables from subsidiaries 30 - - 6.699 -
Provision for impairment of investments in subsidiaries, joint
ventures and associates
8 - - 11.424 16.894
Profits/(losses) from sale of participations in associates and
other financial investments
(20) 84 99 (63)
Provision for retirement benefit obligations 17 144 51 59 50
Loss from sale of property, plant and equipment - 35 - 3
Interest income 25 (175) (727) (1.310) (1.723)
Interest expense 25 15.925 14.698 10.174 8.966
Provision for inventory impairment 645 8.551 - -
Net losses from fair value adjustment on investment property 6 180 752 - -
Other non cash income / (expense) - (1.173) - (1.073)
21.111 17.059 (9.352) (10.304)
Changes in working capital:
(Increase)/decrease in inventories 2.588 (114) - -
(Increase)/decrease in receivables (1.395) 1.915 (527) 1.739
(Decrease)/increase in payables 2.213 (3.607) 1.935 530
3.407 (1.805) 1.409 2.269
Cash flows from operating activities from discontinued
operations
24.517 15.253 (7.943) (8.035)

28. Commitments

Capital commitments

There is no capital expenditure that has been contracted for but not yet incurred at the balance sheet date.

Operating lease commitments

The group leases intangible assets mainly buildings and mechanical equipment under operating leases. Total future lease payments under operating leases are as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2015 31.12.2014 31.12.2015 31.12.2014
No later than 1 year 3.373 3.290 944 903
Later than 1 year and not later than 5 years 13.857 13.721 2.905 3.711
Later than 5 years 57.276 63.689 - 3
Total 74.506 80.701 3.849 4.617

The Group has no contractual liability for investment property repair and maintenance services.

29. Contingent liabilities and assets

The Group and the Company have contingencies in respect of letter of guarantees for good performance and other matters arising in the ordinary course of business, for which no significant additional burdens are expected to arise as follows:

GROUP COMPANY
Liabilities (all amounts in € thousands) 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Letters of guarantee relating to obligations 33.159 33.541 30.004 30.004
Total 33.159 33.541 30.004 30.004
Assets (all amounts in € thousands)
Letters of guarantee relating to receivables from tenants 21.384 21.590 - -
Total 21.384 21.590 - -

In addition to the issues mentioned above there are also the following particular issues:

  • Regarding the parent Company, a tax audit is currently carried out by the Greek tax authorities for the fiscal years 2009 and 2010. The Group provides, when considered appropriate, and on a company by company basis for possible additional taxes that may be imposed by the tax authorities. For further information regarding the Group's unaudited fiscal years refer to note 26. As a result, the Group's tax obligations have not been defined permanently.
  • A property transfer tax of €10,1m approximately has been imposed on the societe anonyme LAMDA Olympia Village (former DIMEPA); said company falls within the definition of the Joint Venture, as such is set out in IFRS 11 and shall be referred to as the "Joint Venture". Out of the forty (40) recourses which have been filed respectively, eight (8), amounting to €5,1m, have been accepted by the Administrative Court of Appeals; while the corresponding to them appeals on points of law of the Hellenic Republic have been rejected. As for the remaining thirty-two (32) recourses, thirty-one (31) have been rejected by first degree courts and one (1), amounting to €100k, has been partially accepted. The Joint Venture has filed appeals against all these rejecting decisions, with one exception where an appeal could not be filed, due to the amount of the litigation; the Joint Venture has also appealed against the decision partially accepting recourse. Out of these thirty-one (31) appeals: eighteen (18) were initially rejected by the second degree court, but the Joint Venture filed appeals on points of law before the Council of State, sixteen (16) of which were accepted, whereas the rest two (2) were rejected due to the amount of the litigation. Hence, these sixteen (16) cases were brought before the Administrative Court of Appeals again and, following their hearing on

06.02.2017, a decision is pending. Another twelve (12) appeals have been also rejected; the Joint Venture has filed appeals on points of law for six (6) of them, where such an appeal is allowed taking into account the amount of the litigation, the scheduling of their hearing being pending. Finally, one (1) appeal has been accented by the Administrative Court of Appeals. Consequently out of the forty (40) recourses eight (8), amounting totally to €5,1m, have been irrevocably accepted in favor of the Joint Venture, while another nine (9), amounting totally to €480k, have been irrevocably rejected in favor of the Hellenic Republic.

During the whole term of this litigation, the Joint Venture has been obliged to pay to the Hellenic Republic the amount of approximately €836k during 2005, €146k during 2006, €27k during 2007, €2.9m in 2012, €2.2m in 2013, €983k in 2014 and €235k in 2015 (which are registered in the property transfer tax). If the outcome of the case is negative, according to the share sale agreement between the Municipality of Amaroussion and the Company, the total obligation will be on the Municipality, as it relates to transfers of properties before the acquisition of the Joint Venture's shares.

Additionally, the Joint Venture had to pay for the transfer of specific real property in the past (on 2006), property transfer tax of approximately €13,7m, reserving its rights with regard to this tax and finally taking recourse to the administrative courts against the silent rejection of its reservations by the competent Tax Authority. In 2013 the said recourse was accepted and the re-calculation of the owed property tax was ordered, which led to the returning to the Joint Venture of an amount of approximately €9,5m. Further to appeals on points of law filed by both parties, the Council of State rejected the Joint Venture's appeal and accepted the Hellenic Republic's appeal; consequently the case was again relegated to the Administrative Court of Appeals, which, with its decision number 1520/2016, that was served to the Joint Venture on 29.09.2016, postponed the issue of a final decision and obliged, within 90 days from its service to each party, on one hand the Tax Office of N. Ionia to carry out an audit in order to determine the market value of the property and to compile a report, and the Joint Venture on the other hand to adduce counter-evidence, if it holds comparable data from appraisals of similar property offers. After the submission of the respective information, the scheduling of a new hearing before the Administrative Court of Appeals is pending.

  • Five (5) petitions for annulment have been filed and were pending before the Council of State related to the Joint Venture, regarding the plot of land where the Maroussi Media Village (or "Olympiako Chorio Typou") and the Commercial and Leisure Centre "The Mall Athens" were built. More specifically: the first of these petitions was heard on 3.5.2006 and the decision no 391/2008 of the Fifth Chamber of the Council of State was issued committing for the Plenary Session of the Council of State. Further to successive postponements the case was heard on 05.04.2013. By virtue of its decision No 376/2014, the Plenary Session accepted the said petition and the Court annulled the silent confirmation by the competent planning authority of the Ministry of Environment, Planning & Public Works (namely, DOKK) that the studies of the project submitted to such authority were compliant with article 6 paragraphs 1 and 2 of Law 3207/2003. The Council of State annulled the aforementioned act, because it identified irregularities of a procedural nature in the issuance of the licenses required for the project. In light ofsuch nature of the identified irregularities, it is estimated that they may be rectified, and the Joint Venture has already initiated the procedure required further to the issuance of the said decision. The completion of the above mentioned procedure, which of course requires the effective contribution of the involved competent public services, will safeguard the full and unhindered operation of the Shopping Center.
  • The second petition was heard on 02.04.2014, further to successive postponements, and the Fifth Section issued its Decision No. 4932/2014, whereby the Court cancelled the proceedings. The hearing for the third and fourth petitions has been set for 13.06.2017 (again, further to successive postponements). The third and fourth petitions for annulment seek the annulment of a series of preapprovals and operating licenses respectively, issued by the Municipality of Maroussi to a number of stores operating in the aforementioned Shopping Center, on the basis that the law on which said pre-approvals and licenses were issued is not compatible with the provisions of the Constitution. In light of the aforementioned decision of the Court's Plenary Session, the Company's legal advisors

believe that the third and fourth petitions for annulment will be accepted. The fifth petition for annulment, which was heard on 21.03.2017, will probably be rejected on the grounds that the matter falls outside of the Court's jurisdiction (since the decision under annulment is the decision of the Board of Directors of OEK (Worker's Housing Organization or "Organismos Ergatikis Katoikias") which is not an enforceable administrative act).

  • In addition to the above, the Joint Venture sold the office building "ILIDA BUSINESS CENTRE" to the company "EUROBANK Leasing S.A." on 26.06.2007. "EUROBANK Leasing S.A." entered into a financial lease agreement with "Blue Land S.A." regarding the said office building. The respective deed of transfer includes a provision specifying that, if either of the first two petitions is irrevocably accepted on the grounds that Law 3207/2003 is not compatible with the provisions of the Constitution, then the transaction shall be reversed by reinstatement of the property to its original status, in which case the buyer "EUROBANK Leasing" shall be entitled to the full buying price and the ownership of the office building shall return to the Joint Venture. Two opposing lawsuits have been filed; the first one was filed by the Company and the Joint Venture and is seeking to have identified that the conditions for the said provision have not been fulfilled and the second one was filed by "EUROBANK Leasing S.A." (and "BLUE LAND S.A." intervened as a third party in the proceedings to support the validity of EUROBANK's claims) and is seeking to have identified that the conditions have been met and that the purchase price be returned to "EUROBANK Leasing S.A.". The case was heard (further to postponement) on 11.10.2016, the nextstep being the issuance of the Court's ruling. The Company's legal counsel's assessment, which is also based on the opinions of Professors of the Athens University, is that the said provision of the deed of transfer is not applicable, as it regulates issues that may not be rectified, whereas the Council of State identified matters that could be remedied and, in fact, the Company has already initiated the procedure for such remedy.
  • Further, pursuant to the aforementioned deed of transfer, in the event of any other ruling of the Council of State regarding the said Law's non-compatibility to the Constitution, including the acceptance of the second, fourth or fifth petition, then the purchaser will be entitled to repudiate the contract and demand restoration of the aforementioned actual damages, following the lapse of a period of two years from the date of issuance ofthe decision on the annulment petitions, on condition that any defects or deficiencies resulting from said decision have not been remedied in the meantime.
  • Contractor "MICHANIKI SA" undertook a significant part of the construction works for the "Mediterranean Cosmos" shopping centre in Pylaia, Thessaloniki. Both "PYLAIA SA", a subsidiary of the Company, and "MICHANIKI SA" have filed actions and counter-actions against each other, which were jointly heard on 1.4.2009. The Athens Multimember Court of 1st Instance issued decision 8172/2009 according to which the actions of "PYLAIA SA" were rejected whereas an expert was appointed in relation to the actions of "MICHANIKI SA". "PYLAIA SA" appealed against that decision and the hearing of the appeal took place, following postponements, on 28.02.2013 before the Athens Court of Appeal. The Athens Court of Appeal issued decision No. 3977/2013 which rejected the appeal of "PYLAIA S.A.". The Company submitted an appeal on points of law before the Supreme Court, which was heard on 11.05.2015. The Court accepted the appeal of "PYLAIA S.A." by means of its Decision No 208/2016, despite the negative opinion issued by the Judge Rapporteur, and sent the case back to the Court of Appeals for a new hearing. Moreover, on 28.12.2010 the "PYLEA SA" filed lawsuits No 13132, 13134 and 13129/2010 before the Athens Multi-Member 1st Instance Court against "MICHANIKI SA", the hearing of which took place on 13.02.2013, following a postponement on 14.11.2012. Such lawsuits are identical to the previously presented lawsuits, save that they have been filed jointly with the company "EUROHYPO S.A." to address the event where the Court rules that "PYLAIA SA" is not entitled to file these lawsuits in its name. For this reason, the hearing of such lawsuits was cancelled on 13.02.2013 and has now been reenacted so that those lawsuits were scheduled to be heard on 18.03.2015, when hearing was postponed for 25.01.2017 and then again cancelled.

Additionally, further to the submission before the Court of the expert's report, which is favorable to "PYLAIA SA", the hearing of the actions of "MICHANIKI SA" had been set for 27.05.2015 (after

postponement of 13.03.2013), but it was cancelled. Moreover, "PYLAIA SA" filed an action against "MICHANIKI SA" on 24.12.2010 for additional compensation from the above causes, the hearing of which had been set, following postponements, on 25.02.2015, but it was cancelled. Finally, "MICHANIKI S.A." filed a new lawsuit seeking compensation for amounts that "PYLAIA S.A." had collected from Alpha Bank by forfeiture of "MICHANIKI S.A." bank bonds. The lawsuit was set to be heard on 28.05.2015, but was postponed for 12.10.2017. The amount of total claims of "PYLAIA SA" against "MICHANIKI SA" is €20m (which includes the amount of €2,5m for moral damages), while "MICHANIKI SA" with said actions claims the amount of €37m (including the amount of €10.5m in compensation for moral damages). In any case, the Company's legal advisors believe that the legitimate claims of "PYLAIA SA" against "MICHANIKI SA" significantly exceed the legitimate claims of the latter against "PYLAIA SA".

Additionally, there are various legal cases of the Group's companies, which are not expected to create material additional liabilities.

30. Related party transactions

The following transactions were carried out with related parties.

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
i) Sales of goods and services
- subsidiaries - - 1.036 851
- joint ventures 2.516 281 216 214
- associates - 127 67 67
2.516 409 1.320 1.132
ii) Purchases of goods and services
- subsidiaries - - 916 911
- joint ventures 356 346 - -
- associates - 2.045 - -
356 2.391 916 911
iii) Dividend income
- subsidiaries - - 8.029 2.421
- - 8.029 2.421
iv) Benefits to management
- salaries and other short-term employment benefits 1.022 925 1.022 925
1.022 925 1.022 925
v) Year-end balances from sales-purchases of goods/servises
GROUP COMPANY
all amounts in € thousands 31.12.2016 31.12.2015 31.12.2016 31.12.2015
Receivables from related parties:
- subsidiaries - - 91 86
- joint ventures - - - 10
- associates 551 - - -
551 - 91 95
Payables to related parties:
- subsidiaries - - 7 4
- associates 108 1.327 - -
108 1.327 7 4

1 January – 31 December 2016

vi) Loans to associates:
Balance at the beginning of the year 1.536 54 94.550 93.355
Loans granted during the year 2.278 1.475 - -
Loan repayments/Transfer to share capital (2.700) - - -
Interest repayments/Transfer to share capital (27) - - -
Loan repayments - - (2.607) -
Loan and interest impairment - - (6.699) -
Interest charged 25 7 1.170 1.195
Balance at the end of the year 1.111 1.536 86.414 94.550

At Company level, the loans to associates refer to loans of initial capital €84.5m less impairment €4.9m that the parent company has granted to its subsidiaries LAMDA Development Romania SRL, LAMDA Development Beograd DOO, LAMDA Development Sofia EOOD, Robies Services Ltd, LAMDA Development Montenegro DOO and PropertyDevelopment DOO. Additionally, in 2016, an amount of €1.8m corresponds to impairment of loan interest receivable.

vii) Loans from associates:
Balance at the beginning of the year 17.228 16.512 21.224 20.491
Borrowings transaction costs - amortization - - 18 18
Interest paid - - (162) (181)
Interest charged 718 717 893 895
Balance at the end of the year 17.947 17.228 21.974 21.224

At Company level, the loans from associates refer to loans of initial capital €19m that the parent company has granted to its subsidiary LAMDA Prime Properties SA and the joint venture LOV Luxembourg SARL. At Group level, the loans from associates refer to loans of initial capital €15m that the parent company has granted to the joint venture LOV Luxembourg SARL.

Services from and to related parties, as well as sales and purchases of goods, take place based on the price lists in force with non-related parties.

31. Earnings per share

Basic

Basic earnings per share are calculated by dividing profit attributable to ordinary equity holders of the parent entity, by the weighted average number of ordinary shares outstanding during the year.

GROUP COMPANY
all amounts in € thousands 01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
01.01.2016 to
31.12.2016
01.01.2015 to
31.12.2015
Loss attributable to equity holders of the Company (3.159) (22.060) (29.696) (27.304)
Weighted average number of ordinary shares in issue 78.626 58.347 78.626 58.347
Basic losses per share (in € per share) (0,04) (0,38) (0,38) (0,47)

We note that the increase of share capital that emanates from the employee share option scheme takes place on 31 December of each year and consequently does not influence the weighted average number of shares.

1 January – 31 December 2016

Diluted

GROUP COMPANY
all amounts in € thousands
Loss used to determine dilluted earnings per share
01.01.2016 to
31.12.2016
(3.159)
01.01.2015 to
31.12.2015
(22.060)
01.01.2016 to
31.12.2016
(29.696)
01.01.2015 to
31.12.2015
(27.304)
Weighted average number of ordinary shares in issue
Adjustment for share options:
78.626 58.347 78.626 58.347
Employees share option scheme
Weighted average number of ordinary shares for dilluted
- 73 - 73
earnings per share 78.626 58.420 78.626 58.420
Diluted losses per share (in € per share) (0,04) (0,38) (0,38) (0,47)

Diluted earnings / (losses) per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has only one category of dilutive potential ordinary shares i.e. share options. For these share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number ofshares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. The difference that arises is added to the denominator as issuance of common shares with no exchange value. Finally, no adjustment is made in the earnings (nominator).

32. Dividends per share

For the forthcoming General Meeting of the Company's Shareholders no dividend is expected to be proposed for the fiscal year 2016.

33. Events after the financial position date

No further event has arisen after the balance sheet date that would have significant influence on these consolidated financial statements.

LAMDA DEVELOPMENT S.A.
HOLDING AND REAL ESTATE DEVELOPMENT COMPANY S.A.
Company's number in the General Electronic Commercial Registry: 3379701000
Registered offices: 37A Kifissias Ave., 151 23 Marouss
FINANCIAL DATA AND INFORMATION for the period 1 Janaury 2016 - 31 December 2016
(in terms of article 135 of Law 2190/1920, for companies publishing annual financial statements in accordance with IAS / IFRS).
The financial information listed below is aiming to provide a general awareness about the financial position and the financial results of LAMDA DEVELOPMENT S.A. Consequently, it is recommended to the reader, before any inv
Company's data Company, to visit the website of the Company where the financial statements are available with the certified auditor's report.
Board of Directors
Supervising authority:
Company's web site:
www.lamdadev.com Ministry of Economy. Infrastructure. Marine and Tourism Chairman of the Board: Anastasios K. Giannitsis
Vice Chairman: Evangelos I. Chronis
Date of approval of the financial statements by the Board of Directors:
The certified auditor:
31 March 2017 Despoina Marinou (SOEL Reg. No 17681) Chief Executive Officer: Odyssefs E. Athanasiou
Members: Photios S. Antonatos
Georgios K. Gerardos
Auditing firm:
Type of auditors opinion:
Unqualified PricewaterhouseCoopers SA Fynenia G Paizi
Dimitrios Ch. Politis
Odyssefs P. Kyriacopoulos
STATEMENT OF FINANCIAL POSITION (Amounts in € thousands) STATEMENT OF COMPREHENSIVE INCOME (Amounts in € thousands)
GROUP 31/12/2016 31/12/2015 COMPANY
31/12/2016 31/12/2015
GROUP
1/1-31/12/2016 1/1-31/12/2015 1/1-31/12/2016 1/1-31/12/2015
COMPANY
ASSETS
Investment property
379.955 379.362 1.840 1.840 Revenues from investment property and other revenues 49.158 44.037 1,420 1.264
Owner occupied property, plant and equipment 3.761 4.010 371 399 Fair value gains / (losses) of investment property
Investments in subsidiaries, joint ventures and associates
Other non-current assets
109.457
18,470
106.570
19.294
227.636
87.992
230.012 and other assets
96.140 Gain/(Loss) from sale of investment property
(826) (9.303) (18.123) (16.894)
Inventories 58.186 61.419 Minus: Operating expenses (13.117) (12.592)
Trade and other receivables
Financial instruments held at fair value through profit or loss
32.373
5.224
29.932
23.642
28.415
5.224
27.755
23.642
Gross revenue
Profit / (loss) before interest and taxes
35.216
18,808
22.142
7.736
(16.703)
(27.807)
(15.629)
(26.225)
Cash and cash equivalents
TOTAL ASSETS
98.644
706.070
107.173
731.404
71.703
423.181
76.388
456.177
Profit/(loss) before income tax
Loss after taxes (A)
3.387
(3.182)
(14.609)
(22.103)
(31.222)
(29.696)
(31.107)
(27.304)
EQUITY AND LIABILITIES
Share capital
23.917 23 917 23.917 23.917 Profit / (loss) attributable to:
Share premium
Treasury shares
360.110
(9.163)
360.110
(6.737)
360.110
(9.163)
360.110
(6.737)
Owners of the parent
Non-controlling interests
(3.159)
(23)
(22.060)
(43)
(29.696) (27.304)
Other equity components (19.601) (16.516) (117.668) (87.918) Other comprehensive income / (loss) after tax (B) 74 (16) (54) (11)
Total share capital and reserves (a)
Non-controlling interests (b)
355.262
(191)
360.773
(168)
257.195 289.371 Total other comprehensive income / (loss) after tax (A)+(B)
Profit / (loss) attributable to:
(3.108) (22.119) (29.750) (27.316)
Total equity $(c) = (a) + (b)$ 355,071 360.605 257.195 289.371 - Owners of the parent (3.085) (22.075) (29.750) (27.316)
I one-term borrowings
Deferred tax liabilities
248.642
34.172
269.186
31.572
123.201 129.293 - Non-controlling interests
Earnings per share after taxes (expressed in € per share)
(23) (43)
Other non-current liabilities
Short-term borrowings
17.626
19.965
17.394
20.419
19.692
5.513
19.537
2.666
Basic
- Diluted
(0.0408)
(0.0408)
(0.2806)
(0.2806)
(0, 3832)
(0.3832)
(0.3473)
Other short-term liabilities 30.594 32 227 17.580 15.310 (0, 3473)
Total liabilities (d)
TOTAL EQUITY AND LIABILITIES (c) + (d)
350.999
706.070
370.798
731.404
165.986
423.181
166.806
456.177
Profit / (loss) before interest, taxes, depreciation
and amortisation
19,661 8.666 (27.633) (26.055)
STATEMENT OF CHANGES IN EQUITY (Amounts in € thousands) ADDITIONAL DATA AND INFORMATION
GROUP COMPANY 1. The Company has been audited by tax authorities until the fiscal year of 2008. For further information regarding the Company's and
Equity at the beginning of the year (1/1/2016 and 1/1/2015 respectively) 31/12/2016 31/12/2015
360.605
387.522 31/12/2016 31/12/2015
289.371
321.491 unaudited fiscal years refer to note 26 of the annual financial statements for the year ended 31/12/2016.
2. The accounting principles adopted in the preparation and presentation of the annual financial statements for the year ended 31/12/2016
Total comprehensive income after tax (continuing operations)
Increase/(decrease) in the share capital of subsidiaries
(3.108) (22.119)
-5
(29.750) (27.316) consistent with the same accounting principles adopted forthe annual financial statements of the Company and the Group for the year 2016
3. The company Consolidated Lamda Holdings SA, registered in Luxembourg, participates in Company's share capital by 50,87% as at
Increase in share capital due to employees share option scheme 74 74 December 31, 2016 and therefore the Group's financial statements are included in Consolidated Lamda Holdings SA's consolidated financial
Change in deferred tax rate
(Purchase)/sale of treasury shares
(2.426) 102
(4.980)
(2.426) 102
(4.980)
4. Companies included in the consolidated financial statements together with names, country of establishment, participation interest, directly
and indirectly, and method of consolidation are presented in note 8 of the annual financial statements for the year ended 31/12/2016.
Equity at the end of the year (31/12/2016 and 31/12/2015 respectively) 355,071 360,605 257.195 289.371 5. The Company proceeded to share capital increase in its subsidiaries Lamda Estate Development SA, LAMDA Erga Anaptycis SA.
GEAKAT SA, Property Development DOO, LAMDA Development Beograd DOO and LAMDA Development Montenegro DOO
CASH FLOW STATEMENT - Indirect Method (Amounts in € thousands) GROUP COMPANY by €4.4m, €2.5m, €0.2m, €0.73m, €0.05m and €0.13m respectively. In January 2016 acquired 66% of the share capital of ECE-LAMDA
HELLAS SA, the property manager of the shopping centers "The Mall Athens" and "Golden Hall". Given that the Company already held
31/12/2016 31/12/2015 31/12/2016 31/12/2015 34% of the share capital of ECE-LAMDA HELLAS SA, the Company becomes the holder of 100% of the share capital of the
Cash flows from operating activities
Profits/(losses) before taxes from continuing operations
3,387 (14.609) (31.222) (31.107) aforementioned company, Group's participations, see note 8 of the annual financial statements for the year ended 31/12/2016.
6. The Group at 17/2/2016 acquired the 80% of joint ownership in 86 premises located in the office building Kronos Business Center in
Adjustments for:
Net losses from fair value adjustment on investment property and other assets
826 9.303 18.123 16.894 Maroussi, by its 100% subsidiary LAMDA Estate Development S.A., following the exercise of the repurchase option upon the expiration
of the financial lease paying the residual value of €4.3m. Also, the Group increased its participation in the joint-venture Singidunum
Depreciation
Provisions
853
644
930
351
174
59
170
50
Buildings DOO from 50% to 56.81%, however the control remains 50%-50% between the two shareholders according to the terms of the
current shareholders agreement.
Results (income, expenses, gains and losses) of investment operations (348) 8 2 8 5 (5.350) (2.480) 7. Real estate liens and pre-notices over assets, amount to €12m concerning quarantees for bank loans
Finance costs - net
Other non-cash flow items
15.749 13.971
(1.173)
8.864 7.243
(1.073)
8. The number of employees at the end of the year was: Group 219, Company 71 (31/12/2015: Group 140, Company 66). There are no
seasonal employees at the end of the year (31/12/2015: Group 0, Company 0).
Changes in working capital:
(Increase)/decrease in inventories
2.588 (114) 9. As at the end of the period, the Company acquires 2.366.007 treasury shares at an average price of €3,87 per share, at an aggregate
total value of €9.2m.
(Increase)/decrease in receivables
Decrease in payables
(1.395)
2.213
1.915 (527)
1.935
1.739
530
10. Other comprehensive income/(loss) after tax includes: a) Cash flow hedges profit, after tax €179k (31/12/2015 €30k) at Group
Minus: (3.607) level, b) Foreign exchange difference €-32k (31/12/2015 €-30k) at Group level and c) Actuarial gains/(losses), after tax €-72k (31/12/2015
€-16k) at Group level and €-54k (31/12/2015 €-11k) at Company level.
Interest paid
Income tax paid
(15.240)
(7.949)
(13.678)
(2.325)
(9.182) (8.140) 11. i) There are neither cases under dispute, litigation, or arbitrations nor any court decisions that are likely to have a significant impact on
the Company's financial statements ii) During year ended 31/12/2016 a) No provision has been made regarding cases under dispute,
Cash flows from / (to) operating activities - net
Cash flows from investing activities
1.329 (750) (17.125) (16.175) litigation, arbitrations or court decisions b) The total amount of the accumulative provision made for the Group's and Company's unaudited
by the tax authorities years amount to €1,1m (Group's interest) and €0,7m respectively c) The other provisions that have been made
Purchases of property, plant and equipment and investment properties (695) (1.251) (146) (394) accumulatively for the Group and the Company amount to €9,1m (Group's interest) and include provisions for customers' impairment.
Proceeds from sale of property, plant and equipment
(Purchase)/sale of financial instruments held at fair value through profit or loss
18,319 18
(23.831)
18.319 (23.831) 12. Infercompany transactions for the year ended December 31, 2016 and intercompany balances as at December 31, 2014 according to
IAS 24 are as follows
Loans to related parties/Proceeds from repayment to related parties
Dividends received
(1.053) (1.475) 2.607
5.449
5.124
Interest received
Proceeds from disposal of participations
315
1.152
1.150
860
141
1.000
1.009
860
(Amounts in 6 thousands) GROUP COMPANY
Acquisition/change in interest held in participations (2.437) (1.020) al Revenues
b) Expenses
2516
36
1320
916
Increase/(decrease) in share capital of participations
Cash flows from / (to) investing activities - net
(1.527)
14,075
(985)
(25.514)
(8.028)
18.323
(9.619)
(26.851)
c) Dividend income 8029
Cash flows from financing activities (2.426) (4.980) (2.426) 14.98U d) Receivables
el Pavadies
1.662
18.055
86506
21.981
Borrowings transaction costs (108) (2.048) (108) (2.048) f) Transactions and gross salaries of BoD members and key management 1.022 1.022
Increase in the share capital of subsidiaries
Borrowings received
-5
133.950
133.950 g) Receivables from BoD members and key management personnel
h) Payables to BoD members and key management personnel
Repayments of borrowings
Capital repayments of finance leases
(17.051)
(4.348)
(180.121)
(1.006)
(3.349) (164.700)
Cash flows from / (to) financing activities - net (23.933) (54.200) (5.882) (37.778)
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
(8.529)
107.173
(80.463)
187.636
(4.684)
76.388
(80.803)
157.191
Cash and cash equivalents at the end of the year 98,644 107.173 71,703 76,388
CHAIRMAN OF THE BOARD OF DIRECTORS. Maroussi, 31 March 2017 CHIEF EXECUTIVE OFFICER FINANCIAL DIRECTOR
ANASTASIOS K. GIANNITSIS
I.D.No H865601
ODYSSEFS E. ATHANASIOU
I.D.No AB510661
VASSILIOS A. BALOUMIS
I.D.No AK130062

Notes and information for the year ended on December 31, 2016

The above mentioned figures and information are not a part of the pages of the financial statements which are covered by the report of the certified auditor – accountant.

USE OF PROCEEDS

LAMDA DEVELOPMENT S.A. HOLDING AND REAL ESTATE DEVELOPMENT COMPANY S.A.

G.E.C.R.3379701000 REGISTERED OFFICE: 37A Kifissias Ave., 151 23 Maroussi

It is hereby notified, in accordance with the decision of 18.7.2014 of the Stock Markets Steering Committee, that from the Company's Share Capital Increase through payment in cash and by pre-emption right in favor of the existing shareholders, at a ratio of 0.794691552779231 new shares for every existing share based on the Resolution of the Company's Extraordinary General Meeting on 29.4.2014, raised €146.1 million (total amount of €150 million less issuance costs of €3,9 million). From the Share Capital increase, 35,294,117 new common shares with voting rights were issued at an issuance price of €4.25 each and of nominal value of €0.30 each, which were listed for trading on the Athens Exchange on 22.7.2014. The Company's Share Capital Increase was certified by the Company's Board of Directors Meeting on 17.7.2014. Until 31.12.2016 the proceeds from the Share Capital Increase were distributed in accordance with the Prospectus, as it was amended with the BoD decisions of 22.05.2015 and 24.05.2016 in conjuction with the Resolution of the Company's Annual General Meetings on 16.06.2015 and 15.06.2016, as follows:

TIME SCHEDULE FOR THE USE OF PROCEEDS FROM THE SHARE CAPITAL INCREASE
(Amounts in thousand €) SHARE CAPITAL INCREASE
PROCEEDS
(after the deduction of issuance costs)
Total
Invested
31.12.2015
Remaining Balance to be invested
Development of the western part of IBC building 25.000 3.875 21.125
Payment of operating expenses, interest expense, loan
amortization and subsidiaries overheads
25.000 25.000 0
Investments in properties and
Investments in acquisition of LAMDA subsidiaries' debt in
the secondary market
89.083 5.500 83.583
Purchase of treasury shares 7.000 2.426 4.574
Total 146.083 36.801 109.282

Notes:

  1. Within this period, the Company proceeded to a Share Capital Increase in the subsidiary Company "LAMDA ERGA ANAPTYXIS S.A. of €5.500k for studies relating to the former Hellinikon Airport project.

  2. Within this period, the Company proceeded to a Share Capital Increase in the subsidiary Company "LAMDA DOMI S.A." and "LAMDA Leisure SA" in the total amount of €3.875k, with the purpose of research elaboration regarding the development of the western part of IBC building.

  3. The Company within this period, purchased treasury shares in the amount of €2.426k.

  4. The Company during current period repaid €30.750k bond loans that were replaced with the same amount committed Tranche of the signed medium term secured in rem syndicated bond loan. The remaining amount of €109.282k on 31.12.2016 was placed in short term investments (time deposits) as well as in prime investment grade supranational bonds. The Company used €1.6m for working capital needs.

Maroussι, March 31, 2017

The Chairman of the Board of Directors The Chief Executive Officer The Financial Director

I.D.No Η865601 ID Number AB510661 ID Number ΑΚ130062 ANASTASIOS K.GIANNITSIS ODYSSEFS E. ATHANASIOU VASSILIOS A. BALOUMIS

INFORMATION PURSUANT TO ARTICLE 10 OF LAW 3401/2005

During 2016, the following announcements / notifications have been sent to the Daily Official List Announcements and are posted on the Athens Exchange website (www.helex.gr) as well as to the Company's website (www.lamdadev.com).

4/1/2016 Acquisition of own shares
5/1/2016 Acquisition of own shares
7/1/2016 Acquisition of own shares
8/1/2016 Acquisition of own shares
11/1/2016 Acquisition of own shares
12/1/2016 Acquisition of own shares
13/1/2016 Acquisition of own shares
14/1/2016 Acquisition of own shares
15/1/2016 Acquisition of own shares
18/1/2016 Acquisition of own shares
19/1/2016 Acquisition of own shares
19/1/2016 Announcement in relation to business development - acquisition of 66% of the share capital
of ECE-LAMDA HELLAS S.A
20/1/2016 Acquisition of own shares
20/1/2016 Response to Hellenic Capital Market Commission
21/1/2016 Acquisition of own shares
22/1/2016 Acquisition of own shares
25/1/2016 Acquisition of own shares
26/1/2016 Acquisition of own shares
27/1/2016 Acquisition of own shares
28/1/2016 Acquisition of own shares
29/1/2016 Acquisition of own shares
1/2/2016 Acquisition of own shares
2/2/2016 Acquisition of own shares
3/2/2016 Acquisition of own shares
4/2/2016 Acquisition of own shares
5/2/2016 Acquisition of own shares
8/2/2016 Acquisition of own shares
9/2/2016 Acquisition of own shares
9/2/2016 Announcement in relation to business development- the discussions with Grivalia
Properties REIC did not conclude to an agreement.
10/2/2016 Acquisition of own shares
11/2/2016 Acquisition of own shares
12/2/2016 Acquisition of own shares
15/2/2016 Acquisition of own shares
16/2/2016 Acquisition of own shares
17/2/2016 Acquisition of own shares
18/2/2016 Acquisition of own shares
18/2/2016 Announcement in relation to business development - acquisition of 80% of joint ownership
in 86 premises located in the office building Kronos Business Center in Maroussi, by its
100% subsidiary LAMDA Estate Development S.A., following the exercise of the
repurchase option upon the expiration of the financial lease with Hellas Capital Leasing S.A.
19/2/2016 Acquisition of own shares
22/2/2016 Acquisition of own shares
23/2/2016 Acquisition of own shares
24/2/2016 Acquisition of own shares
25/2/2016 Acquisition of own shares
26/2/2016 Acquisition of own shares
29/2/2016 Acquisition of own shares
1/3/2016 Acquisition of own shares
2/3/2016 Acquisition of own shares
2/3/2016 Financial Calendar
3/3/2016 Acquisition of own shares
4/3/2016 Acquisition of own shares
7/3/2016 Acquisition of own shares
8/3/2016 Acquisition of own shares
9/3/2016 Acquisition of own shares
10/3/2016 Acquisition of own shares
11/3/2016 Acquisition of own shares
15/3/2016 Acquisition of own shares
16/3/2016 Acquisition of own shares
17/3/2016 Acquisition of own shares
18/3/2016 Acquisition of own shares
21/3/2016 Acquisition of own shares
22/3/2016 Acquisition of own shares
23/3/2016 Acquisition of own shares
24/3/2016 Acquisition of own shares
28/3/2016 Acquisition of own shares
30/3/2016 Acquisition of own shares
30/3/2016 Press release for the announcement of the Company's financial statements
31/3/2016 Acquisition of own shares
1/4/2016 Acquisition of own shares
4/4/2016 Acquisition of own shares
5/4/2016 Acquisition of own shares
6/4/2016 Acquisition of own shares
7/4/2016 Acquisition of own shares
8/4/2016 Acquisition of own shares
11/4/2016 Acquisition of own shares
12/4/2016 Acquisition of own shares
13/4/2016 Acquisition of own shares
14/4/2016 Acquisition of own shares
15/4/2016 Acquisition of own shares
18/4/2016 Acquisition of own shares
19/4/2016 Acquisition of own shares
20/4/2016 Acquisition of own shares
20/4/2016 Annual presentation for the financial performance of fiscal year 2015 to the analysts and
institutional investors
21/4/2016 Acquisition of own shares
22/4/2016 Acquisition of own shares
25/4/2016 Acquisition of own shares
25/4/2016 Announcement for the member - state of origin
26/4/2016 Acquisition of own shares
27/4/2016 Acquisition of own shares
28/4/2016 Acquisition of own shares
4/5/2016 Acquisition of own shares
5/5/2016 Acquisition of own shares
6/5/2016 Acquisition of own shares
9/5/2016 Acquisition of own shares
10/5/2016 Acquisition of own shares
11/5/2016 Acquisition of own shares
12/5/2016 Acquisition of own shares
13/5/2016 Acquisition of own shares
16/5/2016 Acquisition of own shares
17/5/2016 Acquisition of own shares
18/5/2016 Acquisition of own shares
19/5/2016 Acquisition of own shares
20/5/2016 Acquisition of own shares
23/5/2016 Acquisition of own shares
24/5/2016 Acquisition of own shares
24/5/2016 Announcement of resolution regarding the change of use of raised funds
24/5/2016 Invitation to the Annual General Meeting of the Shareholders
25/5/2016 Acquisition of own shares
26/5/2016 Press release for the announcement of the Company's financial statements
27/5/2016 Resignation of Board of Directors Member
7/6/2016 Announcement in relation to business development - Memorandum of Understanding for
Hellinikon
9/6/2016 Response to Hellenic Capital Market Commission
16/6/2016 Annual General Meeting Resolutions
27/6/2016 Acquisition of own shares
28/6/2016 Acquisition of own shares
28/6/2016 Transaction Notification
28/6/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
28/6/2016 Announcement of regulated information according to Law 3556/2007: Notification
concerning changes in voting rights (L.3556/2007)
29/6/2016 Acquisition of own shares
29/6/2016 Transaction Notification
29/6/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
30/6/2016 Transaction Notification
30/6/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
1/7/2016 Acquisition of own shares
5/7/2016 Acquisition of own shares
6/7/2016 Acquisition of own shares
7/7/2016 Transaction Notification
7/7/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
7/7/2016 Announcement of regulated information according to Law 3556/2007: Notification
concerning changes in voting rights (L.3556/2007)
13/7/2016 Acquisition of own shares
26/8/2016 Transaction Notification
26/8/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
30/8/2016 Press release for the announcement of the Company's financial statements
9/9/2016 Transaction Notification
9/9/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
22/9/2016 Announcement in relation to business development - the Share Sale and Purchase
Agreement dated 14.11.2014, as amended by the Amendment dated 19.07.2016, concerning
the sale of 100% of the shares of the company under the distinctive title "HELLINIKON
S.A." was ratified by the Greek Parliament and has acquired the force of law.
24/10/2016 Transaction Notification
24/10/2016 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
24/11/2016 Press release for the announcement of the Company's financial statements