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Lamda Development S.A. Annual Report 2017

Mar 28, 2018

2660_10-k_2018-03-28_d34b4798-335f-4218-81c5-6ad6f1c0e01c.pdf

Annual Report

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Annual Financial Report

01 January - 31 DecemberΙανουάριος 1

2017

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 14
4. Explanatory Report of the Board of Directors (L.3556/2007) 25
5. Independent Auditor's Report 32
6. Annual financial statements for the
year ended
December 31, 2017
42
7. Use of proceeds 109
8. Table of information according to article 10 of L.3401/2005 110

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." for the annual financial report of 2017 (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 of the company and the Group of "LAMDA Development S.A." for the year ended on December 31, 2017 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 28, 2018

The undersigned

_____ ____ ___
Anastasios K.Giannitsis Odyssefs E.Athanasiou Evgenia G.Paizi
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 2017

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, 2017.

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 31.12.201.7 are the following:

Consolidated results after tax was amount to losses €43.687 thousands compared to losses €3.182 thousands in the comparative year of 2016.

The Company starting from 01.01.2014 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 gains from fair value adjustment on investment property reached €11.710 thousands compared to a negative figure of €180 thousands in the respective period of 2016. Also, the Group impaired the value of the inventories by €7.748 thousands compared to €645 thousands in the comparative period of 2016. This impairment refers mainly to the Group's land in Belgrade, Kalemegdan. At the second half of 2017, the above mentioned land was sold at a price lower than the valuation with an additional negative impact on the income statement by €15.225 thousands. Finally the income statement has a negative impact due to the provision of €12.977 thousands is corresponding to the return of the ownership of an office building owned by the subsidiary Lamda Olympia Village SA is an estimation by the management and takes into consideration the today's valuation of this certain property as well as the potential benefits from the favorable conditions of the transaction's financing. The transaction is anticipated to be completed during the second quarter of 2018.

Consolidated turnover reached €87.179 thousands compared to €49.158 thousands in the comparative period of 2016. This significant variation is attributed to the sale of land in Belgrade as well as at the consolidation of LAMDA Olympia Village SA through full consolidation method due to the acquisition of 50% from HSBC during the second half of 2017.

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 €395.141 thousands at 31/12/2017 compared to €403.699 thousands at 31/12/2016.

(amounts in € thousands) 2017 2016 Variation
NET ASSET VALUE (NAV)
(as exported by the internal information of the Group)
395.141 403.699 -2,1%
Shareholders' Equity 312.842 355.262 -11,9%
Earnings before valuations
(as exported by the internal information of the Group)
41.420 33.827 22,5%
Fair Value Gains/Losses from investment property 11.710 -180 -
Profit/losses before tax -22.663 3.387 -
Net Losses after tax & non-controlling interests -48.315 -3.159 -
Turnover 87.179 49.158 77,3%

Within 2017, "The Mall Athens" recorded an increase in EBITDA by 2.6% reaching €27.2m. Mediterranean Cosmos" in Pylaia Thessaloniki recorded an increase in EBITDA by 0.7% reaching €14.6m and "Golden Hall" increased its EBITDA by 6.6% reaching €16.2m.

Total Group debt has been reduced by €6.6m during the current period. The financial ratios NET DEBT / TOTAL ASSETS and NET / EQUITY reached 40.4% and 86.8% 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 at the first half of 2017. Following the acquisition of 50% of the above mentioned company, the Group applies the full consolidation method.

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.
Share of net profit of Pro-Forma
Condensed Group financial figures 01.01.2017 to investments in joint 01.01.2017 to 31.12.2017
(all amounts in € thousands) 31.12.2017 ventures
EBITDA Adjusted 35.060 6.360 41.420
Result from disposal of inventories-land (15.225) - (15.225)
Net gains/loss from fair value adjustment on investment property
and land 3.962 (262) 3.700
EBITDA
Impairment provision relating to property repurchase (12.977) - (12.977)
Loss from acquisition of additional interest in investments (10.733) - (10.733)
Depreciation (773) (357) (1.129)
Net interest (21.977) (4.093) (26.070)
Taxes (21.023) (1.649) (22.672)
GROUP (43.687) - (43.687)
    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 for the first half of 2017 and 100% for the second half of 2017.
  • 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

The Company in accordance with its strategy towards strengthening its position in the real estate sector, has signed an agreement with Värde Partners for the participation in the share capital of the newly established subsidiary company LAMDA MALLS SA, which holds the shares of LAMDA Domi S.A. and Pylea S.A. The above mentioned companies are owners of Golden Hall and Mediterranean Cosmos Shopping Centers respectively. In accordance with the agreement, on 1.6.2017 Värde (through its wholly owned subsidiary Wert Blue SarL) paid the amount of €61.3m for the acquisition of 31.7% of LAMDA MALLS S.A.

In July 2017, the Company signed an agreement with "IRERE PROPERTY INVESTMENTS LUXEMBOURG" former "HSBC PROPERTY INVESTMENTS LUXEMBOURG SARL" for the transfer from IRERE and acquisition of the 50% of the share capital of LAMDA OLYMPIA VILLAGE S.Α. by the Company. The transaction was completed at 17.7.2017. The Company now holds the 100% of LOV share capital. The total value for the 100% of the Shopping Center "The Mall Athens", amounts to €381.2m at the date of the acquisition. Taking into consideration the bank loan of €193m, the liabilities and other assets of LAMDA OLYMPIA VILLAGE SΑ owner of The Mall Athens, the Company acquired the 50% of LOV share capital at the amount of €85m.

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 a decrease in the period of 01.01.2017-31.12.2016 in customer visits by 2.6% in relation to 2016. Also, there is a decrease in the shopkeepers' turnover by 4.4%. It must be noted that the main reason for the deterioration of the above ratios was the cease of operations of a shopkeeper who run a signigicant number of stores, especially in Golden Hall. From the second half of 2017, the stores that were left vacant have been reoccupied already and the ratios have improved. The customer visits ratio recorded an increase by 1.8% in relation to 2016. Also the shopkeepers' turnover recorded an increase by 1.7%. It must be noted that the picture during the second quarter of 2017 keeps improved in the first two months of 2018 when the customer visits ratio shows an increase of 4.1% and the shopkeepers' turnover an increase of 2%. The Company is not able to accurately predict the course of shopkeepers' turnover in the medium term period of time.

Despite the negative picture of the performance ratios during the period of 01.01.2017-30.06.2017, the profitability of the shopping malls has increased in relation to the comparative period of 2016. The occupancy of the shopping malls during the last quarter of 2017 is expected to revert to the levels of 2016 due to the fact that the case that was created due to the cease of the operations of an anchor tenant occupying many shops has now been fully recovered. The occupancy of the shopping malls in 2017 reached the figures of 2016 more than 98%.

SIGNIFICANT RISKS FOR YEAR 2018

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 2017.

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.

At 31.12.2017 the short-term loans refer to the bond loan of the Company (amount of €123.14m) as well as of the subsidiaries LAMDA Prime Properties SA (amount of €6.19m), repayment dates from June 2018 until November 2018. The management is expecting that the whole negotiations for the medium-term loan refinancing of the bond loan will be concluded within the third quarter of 2018. The management is undergoing negotiations with the counterparties in relation to the refinancing of the above mentioned short-term loans, a procedure that has not been completed until the date of these financial statements' release.

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 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 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 24.04.2018, 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 and 07.06.2016, 06.12.2016, 21.03.2017, 13.06.2017, 28.11.2017 and 20.03.2018.

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 and 07.06.2016 and 06.12.2016.

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.

Additionally, LOV 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 in part and the re-calculation of the owed property tax was ordered, which led to the returning to LOV of an amount of approximately €9,5m. Further to appeals on points of law filed by both parties, the Council of State rejected LOV's appeal and accepted the Hellenic Republic's appeal; consequently the case was referred back to the Administrative Court of Appeals, which initially postponed the issue of a final decision and obliged the parties to adduce evidence for the determination of the market value of the property; after resuming hearing of the case, the Administrative Court of Appeals finally rejected the recourse, determined the taxable value of the property and obliged the competent Tax Authority to recalculate the transfer tax due upon the new taxable value. Following this decision, LOV had to pay transfer tax of approximately €16,3m. Filing of an appeal on points of law is pending and is estimated by the legal counsels of the Company to have high chances of success. In specific, grounds of appeal challenging recalculation of transfer tax upon the market value of the property, to the extent it exceeds the objective value, are expected to succeed with very high probability.

1.2 Potential impact of pending litigation on the existing contracts

(a) 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 Leasing'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 Multimember First Instance Court issued decision No, 1522/2017, whereby the Company's and the LOV's lawsuit was rejected and the opposing lawsuit filed by Eurobank Leasing was partially accepted.The Company and LOV filed appeal Νo. 572531/504467/2017, the hearing of which has been set for 19.04.2018. "EUROBANK Leasing S.A." also filed an appeal (Νo. 573006/50450/2017), set to be heard on 03.05.2018, and "BLUE LAND S.A." intervened again in favour of Eurobank Leasing. Currently, all alternatives are being considered, including the possibility of an extrajudicial settlement.

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 third, 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.

(b) 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 of the 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. That hearing in the Court of Appeals had been set for 26.10.2017, when it was postponed for 07.02.2019. Further to the above and following the submission to the Court of the expert's report which is favorable to "PYLAIA SA", and further to postponements, the hearing of the lawsuits of "MICHANIKI SA" has been set for 10.10.2018.

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. Given the outcome of the hearing before the Supreme Court, it is likely that a new hearing will be set for said action as well.

Moreover, on 28.12.2010 "PYLEA S.A." filed the nr13132, 13134 and 13129/2010 lawsuits to the Athens Multi-Member 1st 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. A new hearing for these lawsuits had been set for 21.02.2018, when it was cancelled once again.

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, when it was cancelled.

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 2017. It is noted that the transactions with the related parties are intra-group transactions and there are not significant transactions with related parties outside Group.

ENVIRONMENTAL ASPECTS

For Lamda Development, environmental and social responsibility is a key aspect in every business and commercial venture, taking into account the importance of the rational use of all society's resources – natural, human and economic. Our company focuses on the need to constantly improve and aims at creating projects to significantly upgrade urban well-being.

Shopping and Leisure Centers

Carefully planned, with modern architectural design and model support services, Golden Hall, The Mall Athens and Mediterranean Cosmos shopping centers aim to ensure that they all operate in an environmentally friendly way that promotes sustainable development.

More specifically, Building Management Systems (BMS) are in place in all shopping centers to control lighting and air conditioning, reduce energy waste and increase energy efficiency by means of energy metering devices, energy saving light bulbs, air recirculation systems, metered water management, etc.

Furthermore, modern waste management practices and processes are used, focusing on recycling, while also following strict sourcing procedures for all new equipment to be used in renovations, with a strong focus on ergonomic design and environmentally friendly materials.

Lastly, building energy behaviour is continuously monitored and evaluated, while remaining constantly on the lookout for new opportunities for further improvements offered by the latest technological developments in the energy sector.

Flisvos Marina

Flisvos Marina implements sustainable development-focused practices and procedures, for which it has earned a lot of accolades.

Flisvos Marina management has been awarded a 'Blue Flag' every year since 2007; on 6 August 2008 it was certified to ISO 9001:2000 for the quality of its services and to ISO 14001:2004 for its environmental policy by LRQU, while since April 2011 it is officially one of the award winning marinas of the British Marine Federation's Gold Anchor Award Scheme to receive 5 Gold Anchors (and indeed the only Greek marina to have attained such distinction).

Key procedures in place as part of the implemented sustainable development policy include sewage collection (two units on dock A and one near the refuelling station), wastecollection and removal from the docks, used engine oil and oily-water collection tanks by authorized companies.

Also in place are a solid waste recycling programme, daily sea and land cleaning with the help of a boat and power sweepers, systematic sea quality control, as well as anti-pollution services and drills.

The Hellinikon Project

Sustainable development principles and the implementation of environmental certification standards in the works and facilities of the Hellinikon – Ag. Kosmas Metropolitan Pole are key criteria in the design of the project.

More specifically, the project involves a model urban development with a very low building coefficient (lower than 0.5), a building coverage ratio of less than 30% and land contribution.

This means that construction here will be much milder than is usual in the neighbouring municipalities and in Attica, while in tune with the highest global standards.

The main feature of the project design is the creation of a Metropolitan Park, covering a total area of 2,000,000 sq.m., one of the largest parks in the world, with free public access. The area will be characterised by vegetation that highlights the Mediterranean climate and flora of Attica.

The development and implementation of the Metropolitan Park is expected to deliver significant benefits, both environmentally (e.g. improvement of the area's microclimate) and in social terms (opportunity for visitors, residents, employees, families to have a new life experience that includes sport, recreation and wellbeing, entertainment, culture, agro-tourism, walking routes, cycling lanes, etc. inside the park).

Furthermore, the enhancement and utilisation of the coastal front and the connection of the city to the sea is an important environmental and social goal of the Integrated Development Plan.

Lastly, respect to the environment in general, to the natural landscape, and to the land's cultural heritage are all key prerequisites of the project. Some examples include promotion and protection of archaeological sites, preservation and renovation of historical buildings, utilization or retrofitting of Olympic facilities and proper rain water and subterranean water management.

EMPLOYMENT

a) Equal Opportunities

The Company is committed to the International Standards for the diversity and equality of opportunities in all of its employment practices and activities. It provides equal opportunities to all the employees and candidates regardless of hierarchy levels, race, national or ethnic origin, disability, age, gender, sexual orientation or religion and explicitly forbids any discrimination that relate to the aforementioned factors.

All decisions related to recruitment, promotion, training, performance evaluation, salaries and benefits, travel, disciplinary offenses and dismissals are free from any unlawful discrimination. Noticeably, there have been no incidents of discrimination in the Company's workplace.

The constructive exploitation of diversity, respect and the attribute of worthiness of the individual differentiation as well as the formation of a fair work environment for every employee consists of a core element for the Company's achievement of its strategic objectives and its development.

b) Human Rights and Training Systems

The main purpose of the Company is the development and evolution of its people. Through institutionalized procedures the best employees who take wider responsibilities or higher positions are highlighted. That ensures the development of the employees, meritocracy and the Company's success.

The Company supports its people to learn, develop and achieve their goals and assures them the right of association. It implements training programs, which all employees can participate in, aiming to the improvement of their skills, their constant professional development and their better respondence to the fulfillment of the Company's objectives.

Performance evaluation is a key tool for the development of employees' skills and career management as well as the recognition of the work and the contribution in cases of fulfilling satisfactory operating results.

The Company considers that equal treatment is the fairer and best way of creating an environment that ensures an optimal level of performance. Equal treatment policy, without gender, age, religion or nationality discrimination, exists – without being exhausted - in the fields of recruitment, training, salaries and dismissals.

c) Health and Safety

The formation of an environment of health and safety in the workplace, through a coordinated effort of management and personnel, consist of a basic priority of the Company since they effectively contribute to the development and progress of the Company.

The Company takes the following main measures:

  • It conducts risk reviews in health and safety matters
  • It conducts systematic measurements to the air quality, the noise level and the suitability of brightness in its premises
  • It has drafted an office evacuation draft and has created special groups of employees who are in charge of the implementation of the plan and conducts evacuation tests of the buildings twice a year.
  • It trains and informs regularly the employees on matters of fire safety, emergency situation management, provision of first aid (there is a special group trained and certified in KARPA and the use of defibrillators that exist in the Company's buildings.

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 Audit Committee 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, thus their 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 of the 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.

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) nonconfidential 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 might reasonably 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 shares for 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;

2. According to the Deed of Adherence dated 28.12.2017, which was signed among GSO Coastline Credit (Luxembourg) Partners SARL, GSO Palmetto Opportunistic Investment (Luxembourg) Partners SARL, GSO Special Situations Master Fund SARL, GSO Cactus Credit Opportunities Oasis Credit (Luxembourg) Partners SARL on the one side (hereinafter referred to as the "Transferors"), whose rights are controlled by GSO Capital Partners LP, and Voxcove Holdings Limited (hereinafter the "New Shareholder") on the other side, it was agreed that, in view of the forthcoming transfer of 10,227,206 shares from the Transferors to the New Shareholder, the latter shall adhere to the Shareholders' Agreement dated as of 26.08.2014 and signed between "GSO Shareholders" (as defined in the agreement), GSO Capital Partners LP, Consolidated Lamda Holdings SA and the Company. Under this Deed of Adherence, the New Shareholder enters into the above Shareholders' Agreement and is bound by all its terms.

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 general meeting of shareholders 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 as long 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 directors to 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 or indirect) shareholder in, that Shareholder); or (b) that Shareholder's (or any Group Undertaking of, or any direct or indirect) shareholder in, 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 or indirect) 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 of such 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.

According to the Deed of Adherence dated 28.12.2017, which was signed among GSO Coastline Credit (Luxembourg) Partners SARL, GSO Palmetto Opportunistic Investment (Luxembourg) Partners SARL, GSO Special Situations Master Fund SARL, GSO Cactus Credit Opportunities Oasis Credit (Luxembourg) Partners SARL on the one side (hereinafter referred to as the "Transferors"), whose rights are controlled by GSO Capital Partners LP, and Voxcove Holdings Limited (hereinafter the "New Shareholder") on the other side, it was agreed that, in view of the forthcoming transfer of 10,227,206 shares from the Transferors to the New Shareholder, the latter shall adhere to the Shareholders' Agreement dated as of 26.08.2014 and signed between "GSO Shareholders" (as defined in the agreement), GSO Capital Partners LP, Consolidated Lamda Holdings SA and the Company. Under this Deed of Adherence, the New Shareholder enters into the above Shareholders' Agreement and is bound by all its terms.

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 ten (10)) members and its service is until 22.03.2023:

  • Anastasios Giannitsis, Chairman, non executive member
  • Evangelos Chronis, Vice Chairman, non executive member
  • Odissefs Athanasiou, Chief Executive Officer, executive member
  • Fotios Antonatos, non executive member
  • Dimitris Afendoulis, non executive member
  • Eftichios Vassilakis, independent non executive member
  • George Gerardos, independent non executive member
  • Ioannis Karagiannis, non executive member
  • Ulysses Kyriacopoulos, independent non executive member
  • Evgenia Paizi, non executive member

The Board of Directors 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 2017, were held fourteen (14) meetings of the Board of Directors.

F.2. Board of Directors Committees

F.2.2. Audit Committee

The Audit Committee was initially established under Article 37 of Law 3693/2008, in accordance with the specific terms and provisions of the aforesaid law, upon decision of the Annual Ordinary Shareholders' General Meeting dated 5 May 2009. The provisions of Law 4449/2017 made necessary the re-establishment of Audit Committee, which was carried out in accordance with a relevant decision of the Ordinary Shareholders' General Meeting dated 15 June 2017.

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.

The Audit Committee is composed of at least three (3) members and is either an independent committee, or a committee of the Company's Board of Directors. The Committee is composed by a majority of independent members, within the meaning of Article 4 of Law 3016/2002. All Audit Committee members shall have sufficient knowledge of the sector in which the Company is operating. At least one member of the Committee must be a certified auditor accountant under voluntary suspension from practice or retired, or have sufficient knowledge in accounting and auditing. The Audit Committee members are elected by the Company's Shareholders' General Meeting.

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:

  • Ulysses Kyriacopoulos, Chairman
  • Eftichios Vassilakis, Member
  • Chariton Kyriazis, Member

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 by the 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
  • George Gerardos, Member

Mr. Evangelos Chronis is appointed a substitute member of the Chairman.

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, marital status, 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 THE BOARD 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 31.12.2017 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 31.12.2017, 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
31.12.2017
Consolidated Lamda Holdings S.A. 40,557,865 50.87%
(1)
Voxcove Holdings LTD
10,227,206 12.83%

(1) According to the Deed of Adherence dated 28.12.2017, which was signed among GSO Coastline Credit (Luxembourg) Partners SARL, GSO Palmetto Opportunistic Investment (Luxembourg) Partners SARL, GSO Special Situations Master Fund SARL, GSO Cactus Credit Opportunities Oasis Credit (Luxembourg) Partners SARL on the one side (hereinafter referred to as the "Transferors"), whose rights are controlled by GSO Capital Partners LP, and Voxcove Holdings Limited (hereinafter the "New Shareholder") on the other side, it was agreed that, in view of the forthcoming transfer of 10,227,206 shares from the Transferors to the New Shareholder, the latter shall adhere to the Shareholders' Agreement dated as of 26.08.2014 and signed between "GSO Shareholders" (as defined in the Aagreement), GSO Capital Partners LP, Consolidated Lamda Holdings SA and the Company. Under this Deed of Adherence, the New Shareholder enters into the above Shareholders' Agreement and is bound by all its terms. 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

With the as of 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.

According to the Deed of Adherence dated 28.12.2017, which was signed among GSO Coastline Credit (Luxembourg) Partners SARL, GSO Palmetto Opportunistic Investment (Luxembourg) Partners SARL, GSO Special Situations Master Fund SARL, GSO Cactus Credit Opportunities Oasis Credit (Luxembourg) Partners SARL on the one side (hereinafter referred to as the "Transferors"), whose rights are controlled by GSO Capital Partners LP, and Voxcove Holdings Limited (hereinafter the "New Shareholder") on the other side, it was agreed that, in view of the forthcoming transfer of 10,227,206 shares from the Transferors to the New Shareholder, the latter shall adhere to the Shareholders' Agreement dated as of 26.08.2014 and signed between "GSO Shareholders" (as defined in the agreement), GSO Capital Partners LP, Consolidated Lamda Holdings SA and the Company. Under this Deed of Adherence, the New Shareholder enters into the above Shareholders' Agreement and is bound by all its terms.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 general meeting of shareholders 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 as long 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 directors to 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 or indirect) shareholder in, that Shareholder); or (b) that Shareholder's (or any Group Undertaking of, or any direct or indirect) shareholder in, 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 or indirect) 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 of such 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 2a 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 without rights 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 15.06.2017decided on the purchase of own shares within a period of 24 months, i.e. from 16.06.2017 until 15.06.2019, 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 15.06.2017decided that the Company may proceed to the materialization of the abovementioned decision, as best served its interests.

During the period from 16.06.2017 to 31.12.2017 no own shares were acquired.

However, it is noted, in accordance with the provisions of the applicable law and the Athens Stock Exchange Regulation and by implementing the decision of its Board of Directors dated 21st December 2017, LAMDA Development S.A. (the "Company") announces that on the 22nd of December 2017 sold five hundred thousand (500,000) Company's own shares, representing 0.63% of the total number of common registered shares of the Company, for a total amount of 2,750,000.00 €, i.e. 5.50 € per share.

Following this transaction the total number of own shares that the Company holds on 31.12.2017 amounts to 1,866,007 shares, which represents the 2.34% 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 by Consolidated 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:

A. LAMDA Development S.A.: Syndicated Bond Loan amounting to €123.90 million (loan balance at 31.12.2017) with the banks Eurobank Ergasias S.A. (contribution €30.99 million.), Alpha Bank (contribution €30.94 million - maximum contribution € 55.94 million) and Piraeus Bank (contribution €61.98 million.).

B. LAMDA DOMI S.A.: Syndicated bond loan with HSBC, Eurobank, Alpha Bank and National Bank, loan balance €62.07 million at 31.12.2017.

C. LAMDA FLISVOS MARINA S.A.: Syndicated bond loan with Piraeus Bank, loan balance €12.33 million at 31.12.2017.

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

Our opinion

We have audited the accompanying separate and consolidated financial statements of Lamda Development S.A. (Company and Group) which comprise the separate and consolidated statement of financial position as of 31 December 2017, the separate and consolidated income statements and statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the separate and consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects the separate and consolidated financial position of the Company and the Group as at 31 December 2017, their separate and consolidated financial performance and their separate and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union and comply with the statutory requirements of Codified Law 2190/1920.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs), as they have been transposed into Greek Law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the separate and consolidated financial statements section of our report.

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

Independence

During our audit we remained independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) that has been transposed into Greek Law, and the ethical requirements of Law 4449/2017 and of Regulation (EU) No 537/2014, that are relevant to the audit of the separate and consolidated financial statements in Greece. We have fulfilled our other ethical responsibilities in accordance with Law 4449/2017, Regulation (EU) No 537/2014 and the requirements of the IESBA Code.

We declare that the non-audit services that we have provided to the Company and its subsidiaries are in accordance with the aforementioned provisions of the applicable law and regulation and that we have not provided non-audit services that are prohibited under Article 5(1) of Regulation (EU) No 537/2014.

The non-audit services that we have provided to the Company and its subsidiaries, in the period from 1 January 2017 and during the year ended as at 31 December 2017, are disclosed in note 33 to the separate and consolidated financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and consolidated financial statements of the current period. These matters were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

Valuation of Investment Property

(Notes 2.6, 4.1.α and 6 in the consolidated financial statements)

Investment property comprises owned land, owned buildings and leased buildings held for the purpose of generating longterm lease revenue or capital gains, as well as property for future development.

The Group measures investment property at fair value in accordance with International Accounting Standard 40.

As stated in Note 6 to the company and consolidated financial statements, as at 31 December 2017, the fair value of investment property of the Company and the Group amounts to € 1.84 million and € 768.42 million respectively. The gain from the revaluation of the aforementioned investment property for the year ended 31 December 2017 amounted to € 0 for the Company and € 11.71 million for the Group.

Fair value is primarily based on discounted future cash flows which stems from future flows determined by the tenant lease contracts that are in place. External factors such as rental rates for similar properties, discount rates associated with each tenant's operating activity, and current market conditions are also taken into account. Alternatively, fair value is based on comparative prices, adjusted where necessary due to differences in the physical condition, location or condition of the property in question.

In order to determine the fair value of investment property, certified external valuers take into account factors directly associated with the property concerned, such as existing leases, rentals, and any restrictions on the use of the property. They We obtained management's valuation reports for the year ended 31 December 2017, that were prepared by external valuers, and compared the fair value of investment property to the book values in the Company's and the Group's accounting records.

We have evaluated and confirmed the independence and objectivity of the certified external valuers of the Company and the Group.

We compared the fair values at 31 December 2017 with those at 31 December 2016 in order to assess whether their change was in line with market trends. For the most significant deviations, we received and evaluated the justifications of the Company's and Group's Management.

With the assistance of specialist external experts in real estate valuation, for the investment properties with the highest fair value and for those whose fair value fluctuation was not within the acceptable range of fluctuations based on market data, we found that the methodologies used are acceptable in terms of the requirements of International Valuation Standards and IFRSs.

We examined, on a sample basis, the accuracy and relevance of the data used by Management's certified external valuers to determine the fair value of the Company's and the Group's property investments. This data mainly concerned information on property leases, future rentals, the discount rate, and other data and assumptions included in the valuation reports.

Concerning future rentals, we compared the rental income and the lease timetable with existing lease contracts on a sampling basis. In addition, we evaluated the discounted rate as well as other data and assumptions with

directly on the fair value of investment property held by the subsidiary or joint

Key audit matter How our audit addressed the key audit matter
then use
assumptions, based on available
information in the real estate market, at the
date of preparation of the financial
statements, relating to expected future
market rentals and discount rates in order
to determine appropriate valuations.
We focused on this matter because of the:

Relative size of the investment property
to the total assets of the Company and
the Group.

Significant assumptions and estimates
made by Management in the investment
property valuation process.

Sensitivity of valuations to key input
assumptions, specifically discount rates
and future rental income following the
expiry of existing lease contracts.
historical financial information and our
knowledge of the real estate industry.
Our audit procedures concluded that the
valuations carried out were based on reasonable
assumptions and appropriate data that are
consistent with the prevailing market conditions.
We also found that the disclosures in Note 6 of
the Company and Consolidated Financial
Statements are adequate and consistent with the
requirements of International Accounting
Standard 40.
Assessment of carrying value of
Investments in subsidiaries and joint
ventures
(Notes 2.3.a, 2.3.e and 8 in the
consolidated financial statements)
At 31 December 2017, the Company held
investments in subsidiaries of € 285.02
million. Also, as at 31 December 2017, the
Company and the Group held investments
related to joint ventures amounting to €
6.70 million and € 22.63 million
respectively.
We have conducted the following procedures
regarding the assessment of the carrying value of
investment in subsidiaries and joint ventures:

We assessed Management's assessment and
the conclusions regarding any indicators of
impairment with respect to investments in
subsidiaries and joint ventures.
Management reviews on an annual basis
whether impairment indicators exist with
respect to its investments. If an investment
has to be impaired, the company calculates
the amount of the impairment as the
difference between the recoverable amount
of the investment and its carrying value.

We assessed Management's analysis to
determine if the fair value of investments in
subsidiaries and joint ventures is based on
changes in the fair value of investment
property.

Our procedures for determining fair value
included the procedures is described in the
Management determines recoverable
amount as the higher amount between the
value in use and the fair value less the cost
to sell in accordance with the provisions of
International Accounting Standard 36.
The determination of the recoverable
above-mentioned key audit matter
"Valuation of Investment Property".
From the above auditing procedures, we found
that the determination of fair value was based on
reasonable assumptions. In addition, we
amount of each investment depends examined the relevant disclosures in Note 8 in
relation to the assessment of the carrying value

of investments in subsidiaries and joint ventures.

Key audit matter How our audit addressed the key audit matter
venture, as the investment property is the
most significant asset in the company's
balance sheet.
We focused on this area due to the
significant size of investments in
subsidiaries and joint ventures and because
the assessment of the recoverable value of
these investments is affected by the same
factors described in the key audit matter
"Valuation of Investment Property".
In the year ended December 31, 2017, an
impairment loss of € 8.40 million was
recognized in the Company's financial
statements in relation to interests in
subsidiaries and joint ventures.
Legal Matters -
Contingent Liabilities and
Assets
(Notes 4.1.c and 29 in the consolidated
financial statements)
Our procedures with respect to legal matters and
As at 31 December 2017 and as described in
Note 29 of
the Company and Consolidated
Financial Statements, there are pending
legal matters against the Group.
The significant legal matters that may have
an impact on the Company and
Consolidated financial statements mainly
related to the subsidiary company Lamda
Olympia Village, which owns and operates
"The Mall Athens" shopping centre.
to contingent liabilities and assets included:

Discussion of legal matters with the
company legal advisors and its Management.

Evaluating Management's conclusions by
understanding previous precedents in
similar maters.

Sending confirmation letters to external
legal advisers handling the legal matters and,
where necessary, holding direct discussions
with them.
We focused on this area, both the
Management and the legal advisors of the
Group have to make judgments in order to
assess the possible impact of these legal
matters.
Based on the data we have received and
assessed, and given the inherent uncertainty
surrounding judgments on legal matters, we
believe that Management's judgments are based
on reasonable assumptions.
We also note that the disclosures in Note 29 are
sufficient.
Refinancing of short-term borrowings
(Notes 2.1 and 16 in the consolidated
financial statements)
As at 31
December 2017, the Company and
the Group have short-term borrowings of
We performed the following procedures with
respect to the refinancing of the borrowings::

December 2017 have been prepared.

Key audit matter How our audit addressed the key audit matter
approximately €123.14 million and €
205.76 million respectively.
Short-term borrowings mainly relate to the
bond loan of the Company (€ 123.14
million) and the subsidiaries Lamda Domi
S.A. (€ 61.93 million) and Lamda Prime
Properties S.A. (€ 6.19 million) with
repayment dates from June 2018 to
November 2018.
Management is in a process of negotiating
with financial institutions as regards the
refinancing of the above short-term
borrowings. Until the publication date of
the financial statement, the refinancing
process is not complete.
We focused on this area due to the
significant judgements that Management is
required to make with respect to the timing
of the completion of negotiations with
financial institutions and the impact of this
on future liquidity.

Discussed and assessed Management's
refinancing plans and the status of
negotiations.

Review of communications with finance
providers, including review of refinancing
offer letters received by the Company and
the Group. Our review procedures also
included an assessment of the conditions
attached to the refinancing offers.
Based on our above procedures, we determined
that Management's actions with respect to the
refinancing of its short-term borrowing and its
judgements as regards the timing of completion
of the negotiations, supports the going concern
basis of accounting.
We also reviewed the applicable disclosures
included in note 16 with respect to the
refinancing of borrowings.
The aforementioned facts affect the going
concern principle upon which the company
and consolidated financial statements of 31

Information Other than the Financial Statements and Auditor's Report Thereon

The members of the Board of Directors are responsible for the Other Information. The Other Information, which is included in the Annual Report in accordance with Law 3556/2007, is the Statements of Board of Directors members and the Board of Directors Report (but does not include the financial statements and our auditor's report thereon), which we obtained prior to the date of this auditor's report.

Our opinion on the separate and consolidated financial statements does not cover the Other Information and except to the extent otherwise, explicitly stated in this paragraph of our Report, we do not express an audit opinion or other form of assurance thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the Other Information identified above and, in doing so, consider whether the Other Information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We considered whether the Board of Directors report includes the disclosures required by Codified Law 2190/1920 and the Corporate Governance Statement required by article 43bb of Codified Law 2190/1920 has been prepared.

Based on the work undertaken in the course of our audit, in our opinion:

  • The information given in the the Board of Directors' report for the year ended at 31 December 2017 is consistent with the separate and consolidated financial statements,
  • The Board of Directors' report has been prepared in accordance with the legal requirements of articles 43a and 107A of the Codified Law 2190/1920,
  • The Corporate Governance Statement provides the information referred to items c and d of paragraph 1 of article 43bb of the Codified Law 2190/1920.

In addition, in light of the knowledge and understanding of the Company and Group and their environment obtained in the course of the audit, we are required to report if we have identified material misstatements in the Board of Directors' report and Other Information that we obtained prior to the date of this auditor's report. We have nothing to report in this respect.

Responsibilities of management and those charged with governance for the separate and consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards, as adopted by the European Union and comply with the requirements of Codified Law 2190/1920, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate and consolidated financial statements, the Board of Directors is responsible for assessing the Company's and Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's and Group's financial reporting process.

Auditor's responsibilities for the audit of the separate and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the separate and consolidated financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company and Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report.

Report on other legal and regulatory requirements

1. Additional Report to the Audit Committee

Our opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report to the Audit Committee of the Company.

2. Appointment

We were first appointed as auditors of the Company by the decision of the annual general meeting of shareholders on 16 June 2004. Our appointment has been continuously renewed by the decision of the annual general meeting of shareholders for a total uninterrupted period of appointment of 14 years.

Athens, 28 March 2018 The Certified Auditor

PricewaterhouseCoopers S.A. Certified Auditors 268 Kiffisias Avenue, 152 32, Halandri SOEL Reg. No. 113

Despina Marinou SOEL Reg. No. 17681

Annual Consolidated Financial statements for the
year ended December 31, 2017
Statement of financial position 42
Income Statement 43
Statement of comprehensive income 44
Statement of changes in equity (Consolidated) 45
Statement of changes in equity (Company) 46
Cash Flow Statement 47
Notes to the
consolidated and separate financial statements
48
1. General information 48
2. Summary of significant accounting policies 48
3. Financial risk management 65
4. Critical accounting estimates and judgements 69
5. Segment information 71
6. Investment property 73
7. Property, plant and equipment 74
8. Investments in subsidiaries, joint ventures and associates 76
9. Inventories 84
10. Trade and other receivables 84
11. Financial instruments held at fair value through profit or loss 85
12. Cash and cash equivalents 86
13. Financial instruments by category 86
14. Share capital 87
15. Other reserves 88
16. Borrowings 89
17. Retirement benefit obligations 91
18. Trade and other payables 93
19. Derivative financial instruments 94
20. Deferred income tax 94
21. Revenue 97
22. Other direct property operating expenses 97
23. Other operating income / (expenses) net 98
24. Employee benefits expenses 98
25. Finance costs –
net
98
26. Income tax 99
27. Cash generated from operations 101
28. Commitments 102
29. Contingent liabilities and assets 102
30. Related party transactions 105
31. Earnings per share 107
32. Dividends per share 108
33. Audit and other fees 108

34. Events after the financial position date 108

Statement of financial position

GROUP COMPANY
all amounts in € thousands
ASSETS
Note 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Non-current assets
Investment property 6 768.415 379.955 1.840 1.840
Property, plant and equipment 7 4.476 3.761 647 371
Investments in subsidiaries 8 - - 285.018 190.500
Investments in joint ventures and associates 8 26.542 109.457 8.261 37.135
Deferred tax assets 20 11.436 17.601 8.348 10.903
Derivative financial instruments 19 45 - - -
Receivables 10 4.070 869 18.576 77.089
814.983 511.643 322.692 317.839
Current assets
Inventories 9 10.226 58.186 - -
Trade and other receivables 10 33.984 29.299 27.130 25.683
Current tax assets 3.120 3.074 2.972 2.732
Financial instruments held at fair value through
profit or loss 11 28.155 5.224 27.557 5.224
Cash and cash equivalents 12 86.244 98.644 29.894 71.703
161.729 194.427 87.554 105.342
Total assets 976.713 706.070 410.245 423.181
EQUITY AND LIABILITIES
Equity
Share capital and share premium 14 376.800 374.863 376.800 374.863
Other reserves 15 6.419 6.545 3.007 2.999
Retained earnings/(Accumulated losses) (70.377) (26.147) (148.218) (120.667)
312.842 355.262 231.589 257.195
Non-controlling interest 64.536 (191) - -
Total equity 377.377 355.071 231.589 257.195
LIABILITIES
Non-current liabilities
Borrowings 16 236.125 248.642 - 123.201
Deferred tax liabilities 20 105.858 34.172 - -
Derivative financial instruments 19 - 651 - -
Employee benefit obligations 17 1.120 1.005 775 714
Other non-current liabilities 18 1.066 15.969 40.765 18.977
344.169 300.440 41.540 142.892
Current liabilities
Trade and other payables 18 47.787 30.013 13.980 17.580
Current tax liabilities 1.392 581 - -
Derivative financial instruments 19 225 - - -
Borrowings 16 205.762 19.965 123.137 5.513
255.167 50.560 137.117 23.094
Total liabilities 599.335 350.999 178.657 165.986
Total equity and liabilities 976.713 706.070 410.245 423.181

These consolidated and separate financial statements of LAMDA Development SA for the year ended December 31, 2017 have been approved for issue by the Company's Board of Directors on March 28, 2018.

Income Statement

GROUP COMPANY
Continuing operations (all amounts in € thousands) Note 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Revenue 21 87.179 49.158 2.523 1.420
Dividends - - 3.841 5.449
Net gain/(loss) from fair value adjustment on investment property6 11.710 (180) - -
Loss from inventory impairment 9 (7.748) (645) - -
Impairment provision relating to property repurchase (12.977) - - -
Cost of inventory-land sale 9 (40.225) (2.615) - -
Other direct property operating expenses 22 (12.344) (10.502) - -
Employee benefits expense 24 (10.591) (10.589) (7.956) (7.386)
Depreciation of property, plant and equipment 7 (773) (853) (99) (174)
Operating lease payments (541) (700) (954) (961)
Impairment provision relating to subsidiaries, joint ventures
and associates
8 - - (8.400) (11.424)
Provision for impairment of receivables from subsidiaries 30 - - (34.318) (6.699)
Profit from disposal of interest in investments 8 - - 33.831 -
Loss from acquisition of additional interest in investments 8 (10.733) - - -
Other operating income / (expenses) - net 23 (6.156) (4.266) (2.763) (2.583)
Operating profit/(loss) (3.199) 18.808 (14.296) (22.357)
Finance income 25 219 175 1.294 1.310
Finance costs 25 (22.196) (15.925) (11.383) (10.174)
Share of net profit of investments accounted for using the
equity method
8 2.512 329 - -
Profit/(loss) before income tax (22.663) 3.387 (24.384) (31.222)
Income tax expense 26 (21.023) (6.569) (3.167) 1.526
Loss for the year from continuing operations (43.687) (3.182) (27.551) (29.696)
Loss attributable to:
Equity holders of the parent (48.315) (3.159) (27.551) (29.696)
Non-controlling interest 4.629 (23) - -
(43.687) (3.182) (27.551) (29.696)
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 (0,62) (0,04) (0,36) (0,38)

The notes on pages 41 to 108 are an integral part of these financial statements.

Diluted losses per share 31 (0,62) (0,04) (0,36) (0,38)

Statement of comprehensive income

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Loss for the year (43.687) (3.182) (27.551) (29.696)
Cash flow hedges, after tax 302 179 - -
Currency translation differences (9) (32) - -
Items that may be subsequently reclassified to profit or loss 293 147 - -
Actuarial gains/(losses), after tax 19 (72) 8 (54)
Items that will not be subsequently reclassified to profit or
loss
1 9 (72) 8 (54)
Other comprehensive income for the year 312 7 4 8 (54)
Total comprehensive income for the year (43.375) (3.108) (27.543) (29.750)
Loss attributable to:
Equity holders of the parent (48.004) (3.085) (27.543) (29.750)
Non-controlling interest 4.629 (23) - -
(43.375) (3.108) (27.543) (29.750)

Statement of changes in equity (Consolidated)

Attributable to equity holders of the parent
all amounts in € thousands Note Share capital Other reserves Retained earnings /
(Accumulated losses)
Total Non
controlling
interests
Total equity
GROUP
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 losses, after tax 15 - (72) - (72) - (72)
Currency translation differences 15 - (32) - (32) - (32)
Total comprehensive income for the
year
- 7 4 (3.159) (3.085) (23) (3.108)
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
1 January 2017 374.863 6.545 (26.147) 355.262 (191) 355.071
Total Income:
Profit/(loss) for the year - - (48.315) (48.315) 4.629 (43.687)
Other comprehensive income for the year:
Cash flow hedges, after tax 15 - 227 - 227 75 302
Actuarial gains, after tax 15 - 19 - 19 - 19
Currency translation differences 15 - (9) - (9) - (9)
Total comprehensive income for the
year
- 236 (48.315) (48.079) 4.704 (43.375)
-
Transactions with the shareholders:
Transfer of interest held in participations 8 - (865) 4.587 3.722 60.023 63.745
Statutory reserves 15 - 502 (502) - - -
Sale of treasury shares 14 1.937 - - 1.937 - 1.937
1.937 (363) 4.085 5.658 60.023 65.681
31 December 2017 376.800 6.419 (70.377) 312.841 64.536 377.377

Statement of changes in equity (Company)

all amounts in € thousands Share capital Other reserves Retained earnings /
(Accumulated losses)
Total equity
COMPANY
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 losses, after tax 15 - (54) - (54)
Total comprehensive income for the
year - (54) (29.696) (29.750)
Transactions with the shareholders:
Change in deferred tax rate - - - -
Purchase of treasury shares 14 (2.426) - - (2.426)
(2.426) - - (2.426)
31 December 2016 374.863 2.999 (120.667) 257.195
1 January 2017 374.863 2.999 (120.667) 257.195
Total Income:
Loss for the year - - (27.551) (27.551)
Other comprehensive income for the year: - - - -
Actuarial gains, after tax 15 - 8 - 8
Total comprehensive income for the
year - 8 (27.551) (27.543)
Transactions with the shareholders:
Sale of treasury shares 14 1.937 - - 1.937
1.937 - - 1.937
31 December 2017 376.800 3.007 (148.218) 231.589

Cash Flow Statement

GROUP COMPANY
all amounts in € thousands Note 01.01.2017 έως
31.12.2017
01.01.2016 έως
31.12.2016
01.01.2017 έως
31.12.2017
01.01.2016 έως
31.12.2016
Cash flows from operating activities
Cash generated from / (used in) operations 27 56.859 24.517 (11.373) (7.943)
Interest paid (20.064) (15.240) (8.874) (9.182)
Income taxes paid (8.365) (7.949) (388) -
Net cash inflow/(outflow) from operating activities 28.430 1.329 (20.635) (17.125)
Cash flows from investing activities
Purchase of property, plant and equipment 7 (893) (695) (375) (146)
Proceeds from sale of investment property 6 5.150 - - -
Dividends received - - 3.841 5.449
Loans to/from related parties 30 (360) (1.053) 24.300 -
Interest received 223 315 132 141
Proceeds from repayment of loans to related parties - - - 2.607
Proceeds from sale/liquidation of participation 430 1.152 430 1.000
(Purchase)/sale of financial instruments held at fair value through profit or loss (22.748) 18.319 (22.463) 18.319
Acquisition/(disposal) in interest held in investments 8 (23.715) (2.437) (41.958) (1.020)
Cash and cash equivalents at the acquisition 8 26.461 - - -
(Increase)/decrease in the share capital of participations 8 (6.274) (1.527) (700) (8.028)
Net cash inflow (outflow) from investing activities (21.725) 14.074 (36.792) 18.323
Cash flows from financing activities
Purchase/sale of treasury shares 14 2.744 (2.426) 2.744 (2.426)
Dividends paid at non-controlling interests (1.987) - - -
Loans granted from related parties 30 - - 18.243 -
Repayment of borrowings from related parties 30 - - (700) -
Repayment of borrowings 16 (18.882) (17.051) (6.698) (3.349)
Finance lease payments 16 - (4.348) - -
Borrowings transaction costs 16 (3.093) (108) (83) (108)
Net cash inflow (outflow) from financing activities (21.219) (23.933) 13.505 (5.882)
Net increase (decrease) in cash and cash equivalents (14.514) (8.530) (43.922) (4.684)
Cash and cash equivalents at the beginning of the year 12 98.644 107.173 71.703 76.388
Reclassification of restricted cash in Receivables 10 2.113 - 2.113 -
Cash and cash equivalents at end of year 12 86.244 98.644 29.894 71.703

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, 2017. 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 37A 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 31/12/2017, 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 28, 2018 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 of the 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.

Refinancing of short-term liabilities

As described in note 16 as at 31.12.2017 the short-term loans refer mainly to the syndicate bond loan of the Company (amount of €123.14m) as well as the subsidiaries LAMDA Domi SA (amount of €61.93m) and Lamda Prime Properties SA (amount of €6.19m), dates of repayment from June 2018 until November 2018.

The management is expecting that the whole negotiations for the medium-term loan re-financing of the bond loan will be concluded within the third quarter of 2018. The management is undergoing negotiations with the counterparties in relation to the refinancing of the above mentioned short-term loans, a procedure that has not been completed until the date of these financial statements' release.

The successful completion of the refinancing procedure is necessary for the ongoing normal operation of the Company and the Group. The management argues that the procedure will be completed successfully and therefore the going concern basis of preparation of these financial statements is appropriate.

LAMDA Malls SA – transfer of 31.7% in participations

The Company in accordance with its strategy towards strengthening its position in the real estate sector, has signed an agreement with Värde Partners for the participation in the share capital of the newly established subsidiary company LAMDA Malls S.A, which holds the shares of LAMDA Domi S.A. and Pylea S.A. The above mentioned companies are owners of Golden Hall and Mediterranean Cosmos Shopping Centers respectively. In accordance with the agreement, on 1.6.2017 Värde (through its wholly owned subsidiary Wert Blue SarL) paid the amount of €61.3m for the acquisition of 31.7% of LAMDA MALLS S.A. whereas the price has been adjusted upwards by €2.4m due to the companies' profitability during the period of time from the signing of the agreement until its completion.

"The Mall Athens" – LAMDA OLYMPIA VILLAGE SA

In July 2017, the Company signed an agreement with "IRERE PROPERTY INVESTMENTS LUXEMBOURG" former "HSBC PROPERTY INVESTMENTS LUXEMBOURG SARL" for the transfer from IRERE and acquisition of the 50% of the share capital of LAMDA OLYMPIA VILLAGE S.Α. by the Company. The Company now holds the 100% of LOV share capital. The total value for the 100% of the Shopping Center "The Mall Athens", amounts to €381.2m. Taking into consideration the bank loan of €193m, the liabilities and other assets of LAMDA OLYMPIA VILLAGE SΑ (hereinafter "LOV") owner of The Mall Athens, the Company paid the amount of €85m for the acquisition of the 50% of LOV share capital. The net asset value of 50% of LOV at the date of the acquisition amounts to €92m (note 8).

As described in detail in note 29Error! Reference source not found. "Contingent liabilities and assets", in January 2014, 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.

The factors above have been taken into account by Management when preparing the financial statements for the period ended December 31, 2017. 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 periods beginning on or after 1.1.2017. The Group's evaluation of the effect of these new standards, amendments to standards and interpretations is as follows:

Standards and Interpretations effective for the current financial year

IAS 7 (Amendments) "Disclosure initiative"

These amendments require entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities.

IAS 12 (Amendments) "Recognition of Deferred Tax Assets for Unrealised Losses"

These amendments clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value.

Standards and Interpretations effective for subsequent periods

IFRS 9 "Financial Instruments" and subsequent amendments to 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 effect of this standard on the Group is not anticipated to be significant. At Company level, IFRS 9 may affect the carrying of the loan receivables from subsidiaries. The management is investigating the effect of this standard 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 customers to 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 effect of this standard on the Group is not anticipated to be significant, however additional disclosures are required.

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 in investigating the effect of this standard on its financial statements.

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.

IAS 28 (Amendments) "Long term interests in associates and joint ventures" (effective for annual periods beginning on or after 1 January 2019)

The amendments clarify that companies account for long-term interests in an associate or joint venture—to which the equity method is not applied—using IFRS 9. 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.

IFRIC 23 "Uncertainty over income tax treatments" (effective for annual periods beginning on or after 1 January 2019)

The interpretation explains how to recognise and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment. IFRIC 23 applies to all aspects of income tax accounting where there is such uncertainty, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits and tax rates. The interpretation has not yet been endorsed by the EU.

IAS 19 (Amendments) "Plan amendment, curtailment or settlement" (effective for annual periods beginning on or after 1 January 2019)

The amendments specify how companies determine pension expenses when changes to a defined benefit pension plan occur. The amendments have not yet been endorsed by the EU.

Annual Improvements to IFRSs (2014 – 2016 Cycle)

IAS 28 "Investments in associates and Joint ventures" (effective for annual periods beginning on or after 1 January 2018)

The amendments 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.

Annual Improvements to IFRSs (2015 – 2017 Cycle) (effective for annual periods beginning on or after 1 January 2019)

The amendments set out below include changes to four IFRS. The amendments have not yet been endorsed by the EU.

IFRS 3 "Business combinations"

The amendments clarify that a company remeasures its previously held interest in a joint operation when it obtains control of the business.

IFRS 11 "Joint arrangements"

The amendments clarify that a company does not remeasure its previously held interest in a joint operation when it obtains joint control of the business.

IAS 12 "Income taxes"

The amendments clarify that a company accounts for all income tax consequences of dividend payments in the same way.

IAS 23 "Borrowing costs"

The amendments clarify that a company treats as part of general borrowings any borrowing originally made to develop an asset when the asset is ready for its intended use or sale.

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 re-measured 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 to 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 of that entity are accounted for as if the group had directly disposed of the 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).

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amount previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

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.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of the impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount adjacent to "share of profit/(loss) of associates" in the income statement.

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.

Profit and loss deriving from interest in an associate which is reduced, it is recognized in the income statement.

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)
10-20 years
-
Transportation
equipment,
machinery,
technical installations & other equipment
5-10 years
-
Furniture and fittings
5 –
10
years
-
Software
up to 10 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 not subject 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 loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable 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. During 2017, the Company owns available-for-sale financial assets as they are described in note 11.

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 of sale 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 of those 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 borrowings is 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". Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (when a forecast transaction occurs).

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 31.12.2017 the Group does not own instruments for fair value hedging. At the same date the Group owned instruments of cash flow hedging referring to its subsidiary company LAMDA DOMI SA which applied risk hedge accounting for, hence the changes of the fair value were registered at the statement of comprehensive income. At the same date, the Group also owned instruments of cash flow hedging which it didn't apply risk hedge accounting for, hence the changes of the fair value were registered at the income statement (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 financial statements. 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 recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used.

The current service cost of the defined benefit plan, recognised in the income statement in employee benefit expense, except where included in the cost of an asset, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes curtailments and settlements.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

Past-service costs are recognized immediately in the income statement.

The cost of interest is calculated by applying the discount rate to the net defined benefit liability for the defined benefits plans. The net interest is included in employee benefit expense in the income statement.

(c) Termination benefits

Termination benefits are payable whenever an employee's employment is terminated by the Group, before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes these benefits earlier than: a) when the Group cannot withdraw these benefits any longer and b) when the Company recognizes expenses from reorganization that is included in the scope of IAS 37 where the payment from termination benefits are included. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.

(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 probably be recoverable. Contract expenses are recognised when incurred.

(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 retains substantially 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 part of the subsidiary's LAMDA DOMI SA loan which amounts to €41.9m at 31.12.2017. Apart from the above, no other Group loan is covered by interest rate swaps at 31.12.2017 as the 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, 2017 an increase / decrease by 0.25% on the Group's borrowings floating interest rate at functional currency, would lead to an increase/decrease of finance cost by €0.1m and an increase by €1.0m at Group level and to an increase by €0.1m at Company level whereas such a decrease would have no effect and a respective effect (increase / decrease) on profit before tax for the year.

(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, 2017 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 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Caa3 59.157 43.541 29.729 18.142
Aa2 25.516 53.506 106 53.506
N/A 547 876 - -
85.220 97.923 29.835 71.648

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

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
Over 5 years
31 December 2017
Borrowings 205.762 30.181 214.404 -
Interest rate swaps - cash flow hedges 225 - - -
Trade and other payables 45.261 1.066 - -
251.249 31.246 214.404 -
all amounts in € thousands
31 December 2016
Less than 1 year Between 1 and 2
years
Between 2 and 5
years
Over 5 years
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 -
COMPANY
all amounts in € thousands Less than 1 year Between 1 and 2
years
Between 2 and 5
years
Over 5 years
31 December 2017
Borrowings 123.137 - - -
Trade and other payables 13.980 40.765 - -
137.117 40.765 - -
Between 1 and 2 Between 2 and 5
all amounts in € thousands
31 December 2016
Less than 1 year years years Over 5 years
Borrowings 5.513 129.858 - -
Trade and other payables 17.580 18.977 - -
23.094 148.835 - -

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 statement of financial position) less cash and cash equivalents. Total capital is calculated as 'equity' as shown in the consolidated statement of financial position plus net debt.

During 2017, as well as in 2016, the Group and Company's strategy was to maintain the gearing ratio (net debt / total equity) not to exceed 60%.

The gearing ratio as at 31.12.2017 and 31.12.2016 are:

all amounts in € thousands
GROUP 31.12.2017 31.12.2016
Total borrowings (note 16) 441.887 268.607
Less: cash and cash equivalents (note 12) (86.244) (98.644)
Net debt 355.643 169.963
Total equity 377.377 355.071
Total assets 733.020 525.034
Gearing ratio 49% 32%
all amounts in € thousands
COMPANY 31.12.2017 31.12.2016
Total borrowings (note 16) 123.137 128.714
Less: cash and cash equivalents (note 12) (29.894) (71.703)
Net debt 93.243 57.011
Total equity 231.589 257.195
Total assets 324.832 314.206
Gearing ratio 29% 18%

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) Estimate of the carrying value of the investement in subsidiaries, associates and joint-ventures

The Management on an annual basis, evaluates if there are indications for impairment regarding its investments in subsidiaries, associates and joint ventures. When there are indications for impairment the Management evaluates the recoverable value of the investments and compares it with the current value in order to decide if there is a reason for an impairment provision. The Management determines the recoverable value as the biggest amount between the current amount and the fair value minus any disposal costs. Fair value is determined mainly by the fair value of the investment property that its investment owns as at December 31st each year, as this is the most significant amount of its assets.

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 of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss

Disclosures regarding the valuation of the current value of investments in subsidiaries, associates and joint ventures are presented in Note 8.

(c) 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 is required 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.

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.

A) Group's operating segments

The segment information for the year ended December 31, 2017 was as follows:

Real estate
all amounts in € thousands GREECE BALKANS Administrative
and Management
Services
Eliminations
among segments
Total
Shopping centers Other investment
property
Other investment
property
Revenue from third parties 59.430 1.480 25.007 2.711 (1.449) 87.179
Net losses from fair value adjustment on investment
property and inventories
14.070 (2.440) (7.668) - - 3.962
Cost of inventory-land sale - - (40.225) - - (40.225)
Other direct property operating expenses (14.734) (722) - - 3.111 (12.345)
Other (609) (368) (1.077) (13.571) (1.662) (17.287)
Share of profit / (loss) from joint ventures and associates 3.661 815 (1.834) (130) - 2.512
EBITDA 61.819 (1.235) (25.797) (10.990) - 23.797

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

Real estate
all amounts in € thousands GREECE Administrative
BALKANS
and Management
Services
Eliminations
among segments
Total
Shopping centers Other investment
property
Other investment
property
Revenue from third parties 42.388 1.578 2.756 3.686 (1.249) 49.158
Net losses from fair value adjustment on investment
property and inventories
2.437 (2.492) (770) - - (826)
Cost of inventory-land sale - - (2.615) - - (2.615)
Other direct property operating expenses (12.037) (798) - - 2.333 (10.502)
Other (557) (90) (1.124) (12.701) (1.084) (15.556)
Share of profit / (loss) from joint ventures and associates 3.124 (378) (1.327) (1.091) - 329
EBITDA 35.354 (2.180) (3.080) (10.105) - 19.989

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 2017

BALKANS BALKANS BALKANS
GREECE Total
31 December 2017 Shopping centers Other investment
property
Other investment
property
Assets per segment 786.281 163.460 26.972 976.712
Expenditure of non-current assets 555 335 3 893
Liabilities per segment 437.284 161.105 946 599.335
Real estate
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

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 31.12.2017 31.12.2016
EBITDA 23.797 19.989
Depreciation (773) (853)
Impairment provision relating to property repurchase (12.977) -
Loss from acquisition of additional interest in investments (10.733) -
Finance income 219 175
Finance costs (22.196) (15.925)
Profit/(loss) before income tax (22.663) 3.386
Income tax expense (21.023) (6.569)
Loss for the year (43.687) (3.183)

B) Geographical segments

The segment information for the year ended December 31, 2017 was as follows:

31 December 2017
all amounts in € thousands Total revenue Non-current assets
Greece 62.172 793.347
Balkans 25.007 21.637
87.179 814.983

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

49.158 511.643
Balkans 2.756 21.677
Greece 46.402 489.966
all amounts in € thousands Total revenue Non-current assets
31 December 2016

6. Investment property

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Balance at 1 January 379.955 379.362 1.840 1.840
Subsequent expenditure on investment property - 130 - -
Acquisition of interest held in participations (note 8) 381.900 - - -
Acquisition of subsidiary - goodwill - 643 - -
Disposals (5.150) - - -
Net gain/(loss) from fair value adjustment on investment property 11.710 (180) - -
Balance at 31 December 768.415 379.955 1.840 1.840

The investment property includes property operating lease that amounts to €152.5m.

The most significant change for 2017, corresponds to the acquisition of the 50% of LAMDA OLYMPIA VILLAGE SA, amounting to a total value of €381.9m, and change of the consolidation method from equity to full consolidation (see note 8). In addition, during the third quarter of 2017, the Group sold the investment property owned by its subsidiary TIHI EOOD at Levski Blvd in Sofia, Bulgaria. The sale purchase price amounts to €5.15m.

The fair value for all investment property was determined on the basis of its 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.

More precisely, 95% of total fair value of the Group's investment property relates to Shopping Centres and 3% 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 86 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, 2017 are as follows:
Discount rate
Malls
The Mall Athens 9,50%
Med.Cosmos 10,75%
Golden Hall 9,75%
Office buildings
Cecil, Kefalari 9,25%
Kronos Building, Maroussi 9,50%

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/decrease in the discount rate by +/-25 basis points (+/- 0,25%) per Shopping Mall and Office Building.

(all amounts in € millions) Discount rate Discount rate
+0,25% +0,25%
The Mall Athens -5,3 5,5
Med.Cosmos -1,9 1,9
Golden Hall -2,7 2,7
Malls -9,9 10,0
Cecil, Kefalari -0,2 0,2
Kronos Building, Maroussi -0,1 0,1
Office buildings -0,3 0,3
Total -10,2 10,3

The above mentioned valuations of the investment property as at 31 December 2017 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 of the economic situation in Greece may affect the value of the Group's investment property in the future.

On the amount of €768.4m of the total investment property, there are real estate liens and pre-notices over these assets.

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 2016 640 5.270 4.169 2.677 1.343 14.098
Additions - 18 240 93 214 565
Disposals / Write-offs - - (27) - - (27)
Acquisition of interest held in participations 65 - 67 9 - 141
31 December 2016 705 5.287 4.449 2.780 1.557 14.778
1 January 2017 705 5.287 4.449 2.780 1.557 14.778
Additions 13 105 695 62 18 893
Disposals / Write-offs - (4) (12) - - (17)
Acquisition of interest held in participations 80 809 2.755 90 - 3.733
31 December 2017 798 6.196 7.887 2.931 1.575 19.387

LAMDA Development S.A. Annual financial report

1 January – 31 December 2017

Accumulated depreciation
1 January 2016 (298) (3.634) (3.624) (2.532) - (10.088)
Depreciation charge (41) (325) (431) (57) - (853)
Disposals / Write-offs - - 27
-
- 27
Acquisition of interest held in participations (35) - (59)
(8)
- (102)
31 December 2016 (374) (3.958) (4.087) (2.598) - (11.017)
1 January 2017 (374) (3.958) (4.087) (2.598) - (11.017)
Depreciation charge (44) (336) (349) (45) - (773)
Disposals / Write-offs - 4 12
-
- 17
Acquisition of interest held in participations (37) (761) (2.266) (75) - (3.139)
31 December 2017 (454) (5.051) (6.690) (2.717) - (14.912)
Closing net book amount at 31 December
2016
331 1.329 362
182
1.557 3.761
Closing net book amount at 31 December
2017
343 1.145 1.198 214 1.575 4.475
all amounts in € thousands Lease hold land
and buildings
Vehicles and
machinery
Furniture,
fittings and
equipment
Software Total
COMPANY - Cost
1 January 2016 367 8 8 1.076 2.639 4.171
Additions -
-
5
-
104
-
36
-
146
-
31 December 2016 367 9 3 1.181 2.675 4.316
1 January 2017 367 9 3 1.181 2.675 4.316
Additions - 101 214 61 375
Disposals / Write-offs - (4) (2) - (6)
31 December 2017 367 190 1.392 2.736 4.685
Accumulated depreciation
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)
1 January 2017 (240) (75) (1.080) (2.550) (3.945)
Depreciation charge (12) (11) (40) (36) (99)
Disposals / Write-offs - 4 2 - 6
31 December 2017 (252) (82) (1.117) (2.586) (4.038)
Closing net book amount at 31 December
2016
127 1 9 101 126 371
Closing net book amount at 31 December
2017
115 108 275 150 647

At 31.12.2017 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, 2017 is as follows:

Country of
Incorporation
% interest
held
Country of
Incorporation
% interest
held
Company Company
LAMDA Development SA - Parent Greece
Subsidiaries
PYLAIA SA Greece Indirect 68,3% LAMDA Development Sofia EOOD Bulgaria 100,0%
LAMDA Domi SA Greece Indirect 68,3% TIHI EOOD Bulgaria Indirect 100,0%
LAMDA Malls SA Greece 68,3% LOV Luxembourg SARL Luxembourg Indirect 100,0%
LAMDA Olympia Village SA Greece 100,0% Hellinikon Global I SA Luxembourg 100,0%
LAMDA Estate Development SA Greece 100,0% LAMDA Development (Netherlands) BV Netherlands 100,0%
LAMDA Prime Properties SA Greece 100,0% Lamda Singidunum Netherlands BV Netherlands Indirect 100,0%
MALLS MANAGEMENT SERVICES SA Greece 100,0% Robies Services Ltd Cyprus 90,0%
MC Property Management SA Greece 100,0%
KRONOS PARKING SA Greece Indirect 100,0% Joint ventures
LAMDA Erga Anaptyxis SA Greece 100,0% Lamda Dogus Marina Investments SA Greece 50,0%
LAMDA Leisure SA Greece 100,0% LAMDA Flisvos Marina SA Greece Indirect 32,2%
GEAKAT SA Greece 100,0% LAMDA Flisvos Holding SA Greece Indirect 41,7%
LD Trading SA Greece 100,0% LAMDA Akinhta SA Greece 50,0%
LAMDA Development DOO Beograd Serbia 100,0% Singidunum-Buildings DOO Serbia Indirect 67,2%
Property Development DOO Serbia 100,0% GLS OOD Bulgaria Indirect 50,0%
Property Investments DOO Serbia 100,0%
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.

(a) Investments of the Company in subsidiaries

The Company's investment in subsidiaries is as follows:

all amounts in € thousands 31.12.2017 31.12.2016
Name Country of
incorporation
% interest held Cost Impairment Carrying
amount
Cost Impairment Carrying
amount
LAMDA OLYMPIA VILLAGE SA Greece 100% 131.839 - 131.839 - - -
LAMDA DOMI SA Greece 100% - - - 77.075 - 77.075
LAMDA MALLS SA Greece 68,3% 51.496 - 51.496 - - -
PYLAIA SA Greece 60,1% - - - 4.035 - 4.035
LAMDA ESTATE DEVELOPMENT SA Greece 100% 52.047 25.024 27.022 52.047 25.024 27.022
LAMDA PRIME PROPERTIES SA Greece 100% 9.272 - 9.272 9.272 - 9.272
GEAKAT SA Greece 100% 14.923 10.030 4.893 14.923 10.030 4.893
LAMDA ERGA ANAPTYXIS SA Greece 100% 9.070 - 9.070 8.870 - 8.870
LD TRADING SA Greece 100% 1.110 910 200 910 910 -
LAMDA LEISURE SA Greece 100% 1.050 - 1.050 1.050 - 1.050
MC PROPERTY MANAGEMENT SA Greece 100% 745 - 745 745 - 745
MALLS MANAGEMENT SERVICES SA Greece 100% 1.224 - 1.224 1.224 - 1.224
LAMDA DEVELOPMENT SOFIA E.O.O.D. Bulgaria 100% 363 363 - 363 363 -
LAMDA DEVELOPMENT D.O.O. (BEOGRAD) Serbia 100% 992 992 - 992 992 -
PROPERTY DEVELOPMENT D.O.O. Serbia 100% 11.685 11.685 - 11.685 11.685 -
PROPERTY INVESTMENTS 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 1.724 -
LAMDA DEVELOPMENT (NETHERLANDS) BV Netherlands 100% 75.178 27.200 47.978 75.178 18.900 56.278
LAMDA DEVELOPMENT MONTENEGRO D.O.O. Montenegro 100% 800 800 - 800 800 -
LOV LUXEMBOURG SARL (Indirect) Luxembourg 100% 193 - 193 - - -
HELLINIKON GLOBAL I SA Luxembourg 100% 36 - 36 36 - 36
Investment in subsidiaries 364.487 79.468 285.018 261.669 71.168 190.500
The movement in investment in subsidiaries is as follows:
COMPANY
all amounts in € thousands 31.12.2017 31.12.2016
Balance at 1 January 190.500 192.290
Additions 300 3.804
Increase in share capital 400 8.010
Provision for impairment (8.300) (11.024)
Acquisition of interest held in participations 131.839 -
Disposal of interest held in participations (29.914) -
Change of interest held in participations 193 -
Dividends effect - (2.580)
Balance at 31 December 285.018 190.500
Sale of interest held in participations
The Company
in the first quarter of 2017 established the company LAMDA MALLS SA contributing its
participation in the subsidiaries LAMDA Domi SA and Pylea SA and then contributed an initial amount of
€300k. The contribution in kind was completed following the valuation reports that were prepared for the
two above mentioned companies, according to the article 9 of the Law 2190/1920. The Company in
accordance with its strategy towards strengthening its position in the real estate sector has signed an
agreement with Värde Partners for the participation by Värde in the share capital of the newly established
COMPANY
all amounts in € thousands 31.12.2017 31.12.2016
Balance at 1 January 190.500 192.290
Additions 300 3.804
Increase in share capital 400 8.010
Provision for impairment (8.300) (11.024)
Acquisition of interest held in participations 131.839 -
Disposal of interest held in participations (29.914) -
Change of interest held in participations 193 -
Dividends effect - (2.580)
Balance at 31 December 285.018 190.500

Sale of interest held in participations

subsidiary company LAMDA MALLS SA, which holds the shares of LAMDA Domi S.A. and Pylea S.A. The above mentioned companies are owners of Golden Hall and Mediterranean Cosmos Shopping Centers respectively. In accordance with the agreement, on 1.6.2017 Värde (through its wholly owned subsidiary Wert Blue SarL) paid the amount of €61.3m for the acquisition of 31.7% of LAMDA MALLS SA whereas the price has been adjusted upwards by €2.4m due to the companies' profitability during the period of time from the signing of the agreement until its completion. Therefore, at 31.12.2017 the Group holds 68.3% both in LAMDA MALLS SA directly and indirectly in LAMDA Domi SA and Pylea SA respectively. At Company level the profit from the above mentioned transaction amounts to €33.8m (cost of participation €29.9m) and is recognized in "Profits from sale of interest held in participations" in the income statement. At Group level, the effect from the transaction amounts to €3.7m attributable to the parent company shareholders and an amount of €60m is now presented as non-controlling interests directly in the statement of changes in equity.

Also, due to the sale agreement of 7.12.2012, between LAMDA Development SA and D-Marine Investments Holding BV regarding the contribution of the shares of LAMDA Flisvos Holding SA, D-Marine Investments Holding BV as the buyer has to pay an additional consideration of €478k which is calculated on the performance of the company LAMDA Flisvos Marina SA for the years 2015 and 2016 and specifically on the EBITDA of the company LAMDA Flisvos Marina SA times 7, less the net loan liabilities. The amount is recognized in the income statement, at "Other operating income / (expenses) net" (note 23).

Acquisition of interest held in participations

In July 2017, the Company signed an agreement with "IRERE PROPERTY INVESTMENTS LUXEMBOURG" former "HSBC PROPERTY INVESTMENTS LUXEMBOURG SARL" for the transfer from IRERE and acquisition of the 50% of the share capital of LAMDA OLYMPIA VILLAGE S.Α. by the Company. The Company now holds the 100% of LOV share capital. The total value for the 100% of the Shopping Center "The Mall Athens", amounts to €381.2m. Taking into consideration the bank loan of €193m, the liabilities and other assets of LAMDA OLYMPIA VILLAGE SΑ (hereinafter "LOV") owner of The Mall Athens, the Company acquired 50% of LOV at a total amount of €103.3m. The net asset value of 50% of LOV at the date of the acquisition amounts to €92.3m.

The Company also acquired 25% of the company LOV Luxembourg SARL in the consideration of €101k and therefore the Company's interest in this investment amounts to 50%. The Company's 100% subsidiary LAMDA OLYMPIA VILLAGE SA owns the rest of the 50% and therefore the Company owns indirectly 100% of LOV Luxembourg SARL which is now recognized as a subsidiary. At Group level, Group owns 100% of LOV Luxembourg SARL.

At Group level, the loss form the above mentioned transaction reached €10.7m and is presented in the income statement under "Losses from acquisition of interest held in participations" (note 8(d).

Following the acquisition, the Company consolidates LAMDA OLYMPIA VILLAGE SΑ and LOV LUXEMBOURG SARL. From the date of the acquisition until 31.12.2017 the revenue and profits of the two companies that are included in the consolidated financial statements amount to €16.4m and €9.1m respectively.

Share capital increase

In addition, the Company increased its participation in the share capital of its subsidiaries LAMDA Erga Anaptyxis SA and LD Trading SA by €200k and €200k respectively.

Provision for impairment

The management of the Company that examined whether there is any objective evidence that the investment in the subsidiaries is impaired, calculates the amount of the impairment as the difference between the recoverable amount of the subsidiaries and their carrying value (note 2.3 for further information in regarding the valuation method).

Following the above mentioned examination, the Company recognized provision of impairment for the subsidiary LAMDA Development (Netherlands) BV below for the amount of €8.3m due to the valuations of the investement properties and the land for sale that these subsidiaries own directly or indirectly.

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.

Non-controlling interest

The non-controlling interest of the Group amounts to €64.5m at 31.12.2017 (31.12.2016: €-0.2m) out of which €64.7m are coming from the subsidiary LAMDA Malls SA which was established in 2017. Noncontrolling interest represents 31.7% of the total equity of LAMDA Malls SA's Group, which 100% subsidiaries are LAMDA Domi S.A. and Pylea S.A.

The main financial figures of LAMDA Malls SA are:

LAMDA MALLS SA
Statement of financial position
31.12.2017
all amounts in € thousands
Investment property 339.750
Other non-current assets 3.048
Receivables 9.881
Cash and cash equivalents 25.753
378.433
Deferred income tax liabilities 37.750
Long-term borrowings 56.943
Other non-current liabilities 358
Short-term borrowings 69.657
Trade and other payables 9.525
174.232
Total equity 204.200
Income statement
31.05.2017 to
all amounts in € thousands 31.12.2017
Revenue 25.635
Net gains from fair value adjustment on investment property 9.070
Other operating income / (expenses) - net (9.932)
Finance costs - net (3.690)
Profit before income tax 21.082
Income tax expense (6.468)
Profit for the year 14.614

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

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

COMPANY 31.12.2017 31.12.2016
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
LAMDA AKINHTA SA Greece 50,00% 4.454 1.773 2.681 4.454 1.673 2.781
LAMDA DOGUS MARINA INVESTMENTS SA Greece 50,00% 4.022 - 4.022 4.022 - 4.022
Investment in joint-ventures 8.476 1.773 6.703 37.157 1.673 35.484

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

GROUP 31.12.2017
31.12.2016
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
LAMDA AKINHTA SA Greece 50,00% 4.454 (1.787) 2.668 4.454 (1.671) 2.784
LAMDA DOGUS MARINA INVESTMENTS SA Greece 50,00% 4.022 (1.995) 2.027 4.022 (2.927) 1.095
SINGIDUNUM-BUILDINGS DOO Serbia 67,16% 34.590 (17.651) 16.939 27.291 (15.623) 11.668
GLS OOD Bulgaria 50,00% 3.631 (2.638) 993 3.631 (2.559) 1.072
TOTAL 46.698 (24.071) 22.627 68.080 37.314 105.394

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

Balance at 1 January 105.394 101.210 35.484 35.884
Increase in share capital 7.299 3.153 - -
Share in profit/(loss) 2.365 1.032 - -
Provision for impairment - - (100) (400)
Acquisition / change in interest held in participations (92.432) - (28.681) -
Balance at 31 December 22.627 105.394 6.703 35.484

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
  • Following the acquisition of 50% of LAMDA OLYMPIA VILLAGE SA (LOV) and the 25% of LOV Luxembourg SARL, the participations are now recognized as subsidiaries. Net profit of LOV for the semi-annual period of 2017 is included in the Group income statement under "Share of net profit of investments accounted for using the equity method" whereas LOV's net profit from the date of the acquisition is consolidated with the full consolidation method.
  • The Company recognized provision of impairment for the joint-venture LAMDA Akinhta SA below for the amount of €0.1m due to the valuation of the land for sale that the joint-venture owns.
  • The Group increased its participation in the joint-venture Singidunum Buildings DOO from 56.81% at 31.12.2016 to 67.16% at 31.12.2017, however the control remains 50%-50% between the two shareholders according to the terms of the current shareholders agreement
  • The Group's most significant joint-ventures are Singidunum Buildings DOO and LAMDA Akinhta SA as follows:

Singidunum Buildings DOO

Statement of financial position 67,16%
31.12.2017
56,81%
31.12.2016
all amounts in € thousands
Inventories - land 73.267 73.267
Receivables 14 536
Cash and cash equivalents 113
73.395
459
74.262
Short-term borrowings 47.520 52.520
Trade and other payables 652 1.204
48.172 53.723
Total equity 25.223 20.539
(Group's interest) 67,16% 56,81%
Total equity 16.940 11.668
Income statement
01.01.2017 to 01.01.2016 to
31.12.2017 31.12.2016
all amounts in € thousands
Net loss from fair value adjustment on investment property (749) (231)
Other operating income / (expenses) - net (250) (216)
Finance costs - net
Loss before income tax
(1.613)
(2.612)
(1.629)
(2.076)
Income tax expense
Loss for the year
(2.612) (2.076)
(Group's interest) 67,16% 56,81%
Loss for the year (1.754) (1.179)
Comprehensive income statement
01.01.2017 to 01.01.2016 to
31.12.2017 31.12.2016
all amounts in € thousands
Loss for the year (1.754) (1.179)
Currency translation differences - -
Other comprehensive income for the year
Total comprehensive income for the year
(1.754)
(1.754)
(1.179)
(1.179)
Cash flow statement
01.01.2017 to 01.01.2016 to
31.12.2017 31.12.2016
all amounts in € thousands
Cash flows from operating activities (2.179) (2.686)
Cash flows to investing activities - -
Cash flows to financing activities 1.834 2.703

Net increase in cash and cash equivalents (345) 1 6

LAMDA Akinhta SA

Statement of financial position
31.12.2017 31.12.2016
all amounts in € thousands
Inventories - land 5.100 5.280
Receivables 81 75
Cash and cash equivalents 154 212
5.335 5.567
5.335 5.567
Total equity
Total equity 50% 2.668 2.784
Income statement
01.01.2017 to 01.01.2016 to
all amounts in € thousands 31.12.2017 31.12.2016
Net loss from fair value adjustment on inventories-land (180) (750)
Other operating income / (expenses) - net (52) (52)
Profit/(loss) before income tax (232) (802)
Income tax expense - -
Loss for the year (232) (802)
(Group's interest) 50% 50%
Loss for the year (116) (401)
Comprehensive income statement
01.01.2017 to 01.01.2016 to
all amounts in € thousands 31.12.2017 31.12.2016
Loss for the year (116) (401)
Other comprehensive income for the year (116) (401)
Total comprehensive income for the year (116) (401)
Cash flow statement
01.01.2017 to 01.01.2016 to
31.12.2017 31.12.2016
all amounts in € thousands
Cash flows from operating activities (58) (62)
Cash flows to investing activities - -
Cash flows to financing activities - -
Net increase in cash and cash equivalents (58) (62)

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

The Group participates in the following associates' equity:

GROUP 31.12.2017 31.12.2016
Name Country of
incorporation
% interest held Cost Share in
profit/(loss)
Carrying
amount
Cost Share in
profit/(loss)
Carrying
amount
ATHENS METROPOLITAN EXPO SA Greece 11,67% 1.559 - 1.559 1.559 - 1.559
LOV LUXEMBOURG SARL Luxembourg 25,00% - - - 93 - 9 3
S.C. LAMDA MED SRL (Indirect) Romania 40,00% 1.332 1.025 2.356 1.533 878 2.411
TOTAL 2.890 1.025 3.915 3.184 878 4.063

The movement of associates is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Balance at 1 January 4.063 5.360 1.651 1.838
Increase in share capital - 18 - 18
Share in profit/(loss) 145 (19) - -
Decrease in share capital (200) (140) - -
Acquisition / change in interest held in participations (93) (1.156) (93) (204)
Balance at 31 December 3.915 4.063 1.558 1.651

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 decrease of €200k in share capital refers to the company SC LAMDA MED SRL.
  • At Company level, the change in interest held refers to LOV Luxembourg SARL which following the acquisition of 25% is now categorized as subsidiary.

(d) Acquisition of 50% LAMDA OLYMPIA VILLAGE SA and 25% LOV Luxembourg SARL

At the acquisition of the shares of LAMDA OLYMPIA VILLAGE SA and LOV Luxembourg SARL, the Equity of the respective companies is:

LAMDA OLYMPIA VILLAGE SA
Statement of financial position
31.12.2017
all amounts in € thousands
Investment property 381.900
Other non-current assets 37.412
Trade and other receivables 9.041
Cash and cash equivalents 26.451
454.804
Deferred income tax liabilities 65.338
Other non-current liabilities 582
Short-term borrowings 193.000
Trade and other payables 11.161
270.081
Total equity LOV 184.724
Total equity LOV (Group's interest 50%) 92.362
Total equity LOV Luxembourg 25% 162
Total equity 92.524
Consideration 103.258
Loss from acquisition of additional interest in investments (10.733)

9. Inventories

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Land for sale 27.870 91.431 - -
Property for sale 1.244 1.244 - -
Total 29.114 92.675 - -
Minus: provision for impairment
Land for sale (18.210) (33.811) - -
Property for sale (678) (678) - -
(18.888) (34.489) - -
Net realisable value 10.226 58.186 - -

During 2017, the Group sold land owned by the subsidiary PROPERTY DEVELOPMENT D.O.O. in the amount of €25m (note 21). Taking into account the carrying amount of the above mentioned land which was €40.23m the realized loss amounts to €15.23m. Also in 2017, the Group sold land that was owned by the subsidiary Property Development Beograd DOO in the amount of €25m. Additional loss from inventory impairment of €7.7m (2016: €0.6m) 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 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Trade receivables 13.177 10.998 66 131
Less: provision for impairment of trade receivables (9.103) (9.103) - -
Trade receivables - net 4.074 1.894 6 6 131
Other receivables 10.884 8.633 1.408 471
VAT receivable and other receivables from Public Sector 5.910 4.068 1.605 2.387
Restricted cash 10.538 12.651 10.538 12.651
Receivables from disposal of participation 2.956 430 2.956 430
Receivables from related parties (note 30) - 551 - 91
Loans to related parties (note 30) 657 1.111 28.926 86.414
Deferred expenses 1.049 826 207 198
Interest receivable - 4 - -
Total 38.054 30.168 45.706 102.773
Receivables analysis:
Non-current assets 4.070 869 18.576 77.089
Current assets 33.984 29.299 27.130 25.683
Total 38.054 30.168 45.706 102.773

(a) The Company has appealed from 2006 to the administrative courts as the Management believes that the tax assessment related to the property transfer is without basis, due to the specific legal provisions applicable to Olympic Games work projects. This receivable is described in note 29.

Trade receivables

In 2017 the Group has not recognised additional losses from doubtful receivables (2016: €0.5m). The net movement of the Group's doubtful receivables is included in "Other direct property operating expenses". 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
31.12.2017 31.12.2016 31.12.2017 31.12.2016
Balance at 1 January 9.103 8.603 - -
Provision for doubtful receivables - 500 - -
Balance at 31 December 9.103 9.103 - -

The other receivables for which no impairment or bad debt provision has been applied approach their fair value.

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 €57.6m less an impairment of €39.1m 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 Property Development DOO (note 30).

In relation to VAT receivables, the amount is not discounted. 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 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 abovementioned company for the cases that are placed before its acquisition from the parent Company. Respectively, at Group level, €2.1m as cash collateral for the issuance of one letter of guarantee in favour of a Company's subsidiary was released in 2017.

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

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Bonds - Euro 27.557 5.224 27.557 5.224
Money market funds 598 - - -
28.155 5.224 27.557 5.224

Above financial instruments relate to the placement of the Company's cash in various financial counterparties with high ratings and are measured at fair value through income statement. During 2017, the Company has placed an amount of €38.9m in supranational bonds and also liquidated bonds in the amount of €16.5m. The Company has recognized a loss from the above mentioned liquidation/valuation of €130k in the income statement.

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 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Cash at bank 85.220 97.923 29.835 71.648
Cash in hand 1.024 721 59 55
Total 86.244 98.644 29.894 71.703

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 - 31.12.2017 GROUP - 31.12.2017 Derivatives used for hedging
Financial assets Loans and receivables fair value through profit or
loss
Financial instruments held at
Financial liabilities
Liabilities at amortized cost
all amounts in € thousands all amounts in € thousands
Trade and other receivables 4.074 - Borrowings - 441.887
Restricted cash 10.538 - Derivative financial instruments 225 -
Loans to related parties 657 - Trade and other payables - 6.696
Cash and cash equivalents 86.244 - Interest payable - 2.585
Derivative financial instruments - 45 Other financial receivables - 15.340
Other financial receivables 7.001 28.155 Total 225 466.509
Receivables from disposal of participation 2.956 -
Total 111.469 28.200

COMPANY - 31.12.2017 COMPANY - 31.12.2017

Financial assets Financial instruments held at
Loans and receivables
fair value through profit or
Financial liabilities Liabilities at amortized cost
all amounts in € thousands all amounts in € thousands
Trade and other receivables 66 - Borrowings 123.137
Restricted cash 10.538 0 Trade and other payables 349
Loans to related parties 28.926 0 Loans from related parties 40.808
Other financial receivables 1.059 27.557 Interest payable 701
Receivables from disposal of participation 2.956 0 Other financial receivables 9.110
Total 43.545 27.557 Liabilities to related parties 70
Total 174.175

LAMDA Development S.A. Annual financial report 1 January – 31 December 2017

GROUP - 31.12.2016 Financial instruments held at GROUP - 31.12.2016
Financial assets Loans and
receivables
fair value through profit or
loss
Financial liabilities 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 held at COMPANY - 31.12.2016
Financial assets Loans and
receivables
fair value through profit or
loss
Financial liabilities Liabilities at
amortized cost
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

14. Share capital

Number of
shares
(thousands)
Ordinary
shares
Share
premium
Treasury
shares
Total
77.976 23.917 360.110 (6.737) 377.289
(620) - - (2.426) (2.426)
77.356 23.917 360.110 (9.163) 374.863
77.356 23.917 360.110 (9.163) 374.863
500 - - 1.937 1.937
77.856 23.917 360.110 (7.227) 376.800

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.

In 2017 no treasure shares are purchased. On the contrary, the Company announces that on the 22nd of December 2017 sold five hundred thousand (500,000) Company's own shares, representing 0.63% of the total number of common registered shares of the Company, for a total amount of €2.75m, i.e. €5.50 per share. Following the aforementioned transaction, the Company holds 1,866,007 own shares, representing 2.34% of the total number of common registered shares of the Company with average price (after expenses and other commissions) €3.87 per share.

15. Other reserves

all amounts in € thousands Statutory -
Special - Tax
free reserves
Hedging
reserves (1)
Cumulative
actuarial gains
(1)
Currency
translation
differences
Total
GROUP
1 January 2016 6.148 (641) 6 7 234 5.808
Changes during the year 664 179 (72) (32) 738
31 December 2016 6.812 (463) (6) 202 6.545
1 January 2017 6.812 (463) (6) 202 6.545
Acquisition/change of interest held in participations (991) 126 - - (865)
Changes during the year 502 227 19 (9) 739
31 December 2017 6.323 (109) 1 3 192 6.419

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

all amounts in € thousands Statutory -
Special - Tax
free reserves
Cumulative
actuarial gains
(1)
Total
COMPANY
1 January 2016 2.970 8 3 3.053
Changes during the year - (54) (54)
31 December 2016 2.970 2 9 2.999
1 January 2017 2.970 29 2.999
Changes during the year - 8 8
31 December 2017 2.970 37 3.007

Statutory reserve - Special and extraordinary reserves - Tax free reserve

(a) A legal reserve (Group €5.891k 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 31.12.2017 as well as at 31.12.2016, 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 €225k which net of deferred tax is debit amount of €160k.

Reserves from cumulative actuarial differences

The above-mentioned reserves refer to actuarial losses deriving from the retirement benefit obligations in the amount of €19k (after deferred tax €13k) at Group level and €52k (after deferred tax €37k) 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.

16. Borrowings

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Non-current
Bond borrowings 236.125 248.642 - 123.201
Total non-current 236.125 248.642 - 123.201
Current
Bond borrowings 205.762 19.965 123.137 5.513
Total current 205.762 19.965 123.137 5.513
Total borrowings 441.887 268.607 123.137 128.714

The movements in borrowings are analysed as follows:

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
12 months ended 31 December 2017 (amounts in € thousands) GROUP COMPANY
Balance at 1 January 2017 268.607 128.714
Acquisition of additional interest in investments (note 8) 193.000 -
Borrowings transaction costs - amortization 2.254 1.204
Borrowings transaction costs (3.093) (83)
Borrowings repayments (18.882) (6.698)
Balance at 31 December 2017 441.887 123.137

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 syndicated bond loan, 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 €25m) is expected to be drawn-down at the forthcoming period.

Amortization of borrowings transaction costs of €3.2 are included in the total borrowings as at December 31, 2017, out of which €1.9m is applied to current borrowings whereas the rest €1.3m is applied to non-current borrowings.

The maturity of non-current borrowings is as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Not later than 1 year 22.070 199.164 - 123.201
Between 1 and 5 years 214.055 49.478 - -
Over 5 years - - - -
Total 236.125 248.642 - 123.201

The carrying amount of the loans with floating rate approaches their fair value as it is presented in the statement of financial position.

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, 2017 are as follows:

GROUP COMPANY
Current bond borrowings 4,35% 6,00%
Non-current bond borrowings 5,98% 6,00%

At 31.12.2017, the average base effective interest rate of the Group is 0.05% and the average bank spread is 5.06%. Therefore, the Group total effective borrowing rate stands at 5.11% at 31.12.2017.

During 2017, the Company proceeded to payments of €6.7m as described in the syndicated bond loan contract. Regarding the subsidiaries, they proceeded to total payments of €12.2m within current reporting period, as described in their bond loan contracts.

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 €62.1m, 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 Eurobank Ergasias, of current balance €64.8m has the following covenants: Loan to value <80% and Debt Service Ratio >120%. Moreover, LAMDA OLYMPIA VILLAGE SA's bond loan of current balance €188.1m, granted by HSBC and Eurobank Ergasias has the following covenants: Loan to value <65% and Debt Service Cover ratio >110%.

At 31 December 2017, all above mentioned ratios are satisfied at Group and Company level.

The exposure of the Group and Company's borrowings to interest rate changes and the contractual repricing dates at December 31, 2017 are as follows:

1 January – 31 December 2017

all amounts in € thousands GROUP
31.12.2017
COMPANY
31.12.2017
3months or less 403.193 123.904
3-6 months - -
403.193 123.904
Fixed rate 41.900 -
445.093 123.904

The nominal value of the Group's interest rate swaps that are hedged as at 31.12.2017 is €41.9m whereas the fair value is €41.8m (31.12.2016: nominal value €41.9m, fair value €41.2m). For the calculation of the fair value of the loans with fixed rate, the discount rate that is used is the difference between 3 month Euribor and the fixed interest rate – IRS rate, thus 1.074% at 31.12.2017 and 1.064% at 31.12.2016.

At 31.12.2017 the short-term borrowings include the following liabilities that expire in 2018:

  • The Company's bond loan, amount of approximately €123.1m, repayment date November 2018.
  • The bond loan of the subsidiary LAMDA Domi S.A, amount of approximately €62.1M, repayment date June 2018.
  • The loan of the subsidiary Lamda Prime Properties S.A., amount of approximately €6.2m, repayment date September 2018.

The management is undergoing negotiations with the counterparties in relation to the refinancing of the above mentioned short-term loans, a procedure that has not been completed until the date of these financial statements' release.

More specific, the course of the refinancing procedures at the date of these financial statements' approval is the following:

  • In relation to the syndicate bond loan the Company, is undergoing negotiations for the conclusion of the medium-term loan re-financing. The major part of the Programme amendment and the security documents has been agreed as well as the highly important security of the bondholders with the shares that the Company owns in the subsidiary Lamda Malls SA. The management is expecting that the whole negotiations for the medium-term loan re-financing of the bond loan will be concluded within the third quarter of 2018.
  • The discussions regarding the loan refinancing of LAMDA Domi SA are at an advanced stage of finalization following binding offers that the company received from various financial institutions. The management expects that the procedure will be completed until June 2018.
  • The discussions regarding the loan of Lamda Prime Peoperties S.A. (which owns the building Cecil at Kefalari) are at an early stage. However, the management expects that the loan will be refinanced successfully before its expiration.

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 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Amounts recognized in the statement of financial position
Present value of obligations 1.120 1.005 775 714
Fair value of plan assets - - - -
Net liability in balance sheet 1.120 1.005 775 714

The amounts recognised in the income statements are as follows:

GROUP COMPANY
Amounts recognized in the income statement 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Service cost 92 76 51 45
Interest cost 19 19 13 14
P/l charge 111 9 5 6 4 5 9
Recognition of past service cost 23 32 32 -
Settlement/Curtailment/Termination loss/(gain) 21 17 5 -
Other expense - - (20) -
Total charge in the income statement 156 144 8 1 5 9

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

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Remeasurements
Liability gain/(loss) due to changes in assumptions 12 (99) 6 (62)
Liability experience gain/(loss) arising during the year (1) (3) 5 (15)
Total actuarial gain/(loss) recognised in OCI 1 1 (102) 1 1 (77)

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

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Reconciliation of benefit obligation
Defined Benefit Obligation at start of year 1.005 634 714 578
Acquisition / change in interest held in participations - 149 - -
Service cost 92 76 51 45
Interest cost 19 19 13 14
Benefits paid directly by the Company (30) (24) (9) -
Settlement/Curtailment/Termination loss 21 17 5 -
Other - - (20) -
Past service cost arising over last period 23 32 32 -
Actuarial (gain)/loss (11) 102 (11) 77
Defined Benefit Obligation at end of year 1.120 1.005 775 714
GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Movements in Net Liability in BS
Net Liability in BS at the beginning of the year 1.005 634 714 578
Acquisition / change in interest held in participations - 149 - -
Benefits paid directly (30) (24) (9) -
Total expense recognized in the income statement 156 144 81 59
Total amount recognized in the OCI (11) 102 (11) 77
Net Liability in BS 1.120 1.005 775 714

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

GROUP COMPANY
31.12.2017 31.12.2016 31.12.2017 31.12.2016
Discount rate 1,93% 1,87% 1,93% 1,87%
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 -€97k. In case that the salaries change by +0.5%, the change to the defined benefit pension plans of the Group would change by +€97k.

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:

2017
GROUP COMPANY
all amounts in € thousands
No later than 1 year 69 69
Between 1 and 2 years 50 50
Between 2 and 5 years 103 101
Over 5 years 1.407 869
1.629 1.088

18. Trade and other payables

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Trade payables 6.696 4.536 349 172
Liabilities to related parties (note 30) - 108 70 7
Social security cost and other taxes/charges 2.988 2.278 992 1.141
Unearned income 2.526 2.065 - -
Liability to the Municipality of Amarousiou (a) 9.040 9.040 9.040 9.040
Accrued expenses 5.739 4.892 2.714 2.275
Accrued interest 2.585 735 701 667
Loans from related parties (note 30) - 17.947 40.808 21.974
Impairment provision relating to property repurchase
(note 29) © 12.977 - - -
Other liabilities 6.301 4.382 70 1.282
Total 48.853 45.983 54.745 36.558

Analysis of obligations:

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Non-current liabilities (b) 1.066 15.969 40.765 18.977
Current liabilities 47.787 30.013 13.980 17.580
Total 48.853 45.983 54.745 36.558
  • 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 liabilities at Group level are reduced significantly following the acquisition of the 50% shares of LAMDA OLYMPIA VILLAGE SA and 25% of LOV Luxembourg SARL, so there are no loans from related parties any longer as described in note 30.
  • c) The provision for impairment of property due to repurchase, amount of €12.977k that is corresponding to the return of the ownership of an office building owned by the subsidiary Lamda Olympia Village SA is an estimation by the management and takes into consideration the today's valuation of this certain property as well as the potential benefits from the favorable conditions of the transaction's financing. The transaction is anticipated to be completed during the second quarter of 2018 (note 29).

Trade and other payables' carrying amounts value approach their fair value which is calculated according to the fair value hierarchyas described in note 3.3.

19. Derivative financial instruments

GROUP COMPANY
31.12.2017 31.12.2016 31.12.2017 31.12.2016
all amounts in € thousands Απαιτήσεις Υποχρεώσεις Απαιτήσεις Υποχρεώσεις Απαιτήσεις Υποχρεώσεις Απαιτήσεις Υποχρεώσεις
Derivatives held at fair value through
profit or loss (Cap)
45 - - - - - - -
Interest rate swaps - cash flow hedges
(IRS)
- 225 - 651 - - - -
Total 4 5 225 - 651 - - - -
Non-current 45 - - 651 - - - -
Current - 225 - - - - - -
Total 4 5 225 - 651 - - - -

The nominal value of interest rate swaps that are hedged as at 31.12.2017 is €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 31.12.2017 the long-term borrowings floating rates are secured with interest risk derivatives (swaps) ranged according to 3-month Euribor plus 6.38%.

In relation to derivates at fair value through profit or loss, a Cap instrument as a hedging strategy for the Interest Rate Risk has been selected for the subsidiary' s, LAMDA Olympia Village S.A., bond loan at a notional amount of €160m. The initial fair value of the Cap amounts to €285k and €240k as movement of the fair value is recognized in the income statement.

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. 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 been offset are as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Deferred tax liabilities: (105.858) (34.172) - -
Deferred tax assets: 11.436 17.601 8.348 10.903
(94.422) (16.571) 8.348 10.903

The amounts which have not been offset are as follows:

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Deferred tax liabilities: (106.268) (30.919) (70) (796)
Deferred tax assets: 11.845 14.349 8.417 11.699
(94.422) (16.571) 8.348 10.903

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

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Balance at 1 January (16.571) (15.625) 10.903 9.354
Debit in the income statement (12.387) (1.009) (2.552) 1.526
Charged/(credited) in equity (127) 21 (3) 23
Acquisition in interest held in participations (65.337) 43 - -
Balance at 31 December (94.422) (16.571) 8.348 10.903

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 /
(losses) from
fair value
adjustment on
investment
property and
inventories
Tax audit
differences
Other Total
1 January 2016 19.493 195 8.565 1.124 379 29.756
Charged/(credited) in income statement 630 (23) 630 - (73) 1.163
31 December 2016 20.123 172 9.195 1.124 306 30.919
1 January 2017 20.123 172 9.195 1.124 306 30.919
Acquisition in interest held in participations 26.756 - 39.312 - - 66.068
Charged/(credited) in income statement 2.811 (23) 7.490 (920) (78) 9.280
31 December 2017 49.689 149 55.997 204 228 106.268

COMPANY (all amounts in € thousands)

Depreciation
differences &
cost
Tax audit
differences
Other Σύνολο
1 January 2016 6 0 728 1 2 800
Charged/(credited) in income statement 1 - (5) (4)
31 December 2016 6 1 728 7 796

1 January – 31 December 2017

1 January 2017 6 1 728 7 796
Charged/(credited) in income statement 6 (728) (5) (727)
31 December 2017 6 8 - 2 7 0

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 2016 1.885 9.591 6 2 1.260 850 185 262 3 4 14.130
Acquisition in interest held in participations - - - - - 43 - - 43
Charged/(credited) in 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 3 5 - 751 293 189 8 7 14.349
1 January 2017 1.787 11.206 3 5 - 751 293 189 8 7 14.349
Acquisition in interest held in participations 731 - - - - - - - 731
Charged/(credited) in income statement (3) (3.231) (13) - (99) 37 - 202 (3.107)
Charged/(credited) in equity - - - - - (4) (124) - (127)
31 December 2017 2.514 7.976 2 1 - 652 326 6 5 289 11.845
COMPANY (all amounts in € thousands) Tax losses Expenses for
issuance of
share capital
Provision for
redundancy
Other Total
1 January 2016 9.102 850 168 3 4 10.154
Charged/(credited) in income statement 1.615 (99) 17 (11) 1.522
Charged/(credited) in equity - - 23 - 23
31 December 2016 10.717 751 207 2 3 11.699
1 January 2017 10.717 751 207 2 3 11.699
Charged/(credited) in income statement (3.177) (99) 21 (23) (3.278)
Charged/(credited) in equity - - (3) - (3)
31 December 2017 7.540 652 225 - 8.417
  • 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 €1m (31.12.2016: €20m).
  • In order to be prudent, the Group has not recognised deferred tax assets with respect to accumulated tax losses of €58m (31.12.2016: €58m).
  • 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 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Leasing of real estate property 53.613 38.941 97 93
Other auxiliary land transportation 5.870 3.805 - -
Real estate management 1.233 2.303 1.435 272
Sale of landplots - inventories 25.000 2.750 - -
Consulting 220 297 990 1.055
Other 1.242 1.062 - -
Total 87.179 49.158 2.523 1.420

The aggregate floating (contingent) remuneration was €2.3m for year 2017 and €1.7m for year 2016.

22. Other direct property operating expenses

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Operating lease (3.596) (3.603) - -
Shopping center common charges (2.735) (2.411) - -
Proportion in the common charges of vacant units (568) (355) - -
Parking expenses (1.906) (1.484) - -
Promotion and marketing expenses (602) (468) - -
Administrative and financial services (14) (14) - -
Technical advisors' fees (213) (300) - -
Insurance costs (524) (502) - -
Lawyer fees (32) (26) - -
Commercialization (13) - - -
Maintenance and repairs (1.216) (476) - -
Taxes - charges (687) (284) - -
Doudtful receivables (note 10) - (500) - -
Other (238) (77) - -
Total (12.344) (10.502) - -

23. Other operating income / (expenses) net

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Professional fees (2.402) (1.747) (882) (741)
Promotion and marketing expenses (464) (325) (248) (262)
IT expenses and other maintenance (331) (313) (294) (292)
Common charges and consumables (640) (654) (387) (386)
Taxes - charges (502) (414) (33) (4)
Travel/transportation expenses (253) (219) (193) (167)
Insurance (99) (76) (76) (47)
Donations and grants (94) (83) (64) (83)
Expenses of administrative compliance - (309) - (309)
Loss from sale/valuation of financial instruments held at
fair value through profit or loss
(495) 19 (253) (99)
VAT write-off (705) - (405) -
Other (172) (143) 72 (193)
Total (6.157) (4.266) (2.763) (2.583)

24. Employee benefits expenses

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Wages and salaries (8.176) (8.393) (6.240) (5.857)
Social security costs (1.345) (1.223) (947) (818)
Costs - defined contribution funds (note 17) (156) (144) (81) (59)
Other benefits (914) (830) (688) (651)
Total (10.591) (10.589) (7.956) (7.386)
Number of employees 229 219 76 71

25. Finance costs – net

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Interest expense:
- Borrowings interest - contractual (18.081) (12.635) (7.598) (7.289)
- Borrowings interest - transaction costs (note 16) (2.254) (990) (1.204) (711)
- Expense from loans granted from related parties (note 30) (355) (718) (1.442) (893)
- Finance lease liabilities (note 16) - (8) - -
- Other costs and commissions (1.505) (1.573) (1.139) (1.282)
(22.196) (15.925) (11.382) (10.174)
Total (21.977) (15.749) (10.088) (8.864)
219 175 1.294 1.310
- Interest income 219 175 164 140
- Income from loans granted to related parties (note 30) - - 1.130 1.170
Interest income:

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 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Income tax (8.636) (5.560) (615) -
Deferred tax (note 20) (12.387) (1.009) (2.552) 1.526
Total (21.023) (6.569) (3.167) 1.526

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:

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Loss for the year (22.663) (14.609) (24.384) (31.222)
Tax calculated at domestic tax rate applicable to profits
in the respective countries
4.786 (1.757) 7.071 9.054
Income not subject to tax - - 1.114 1.580
Expenses not deductible for tax purposes (2.799) (2.445) (2.551) (2.295)
Tax effect on deducible interest income (1.034) (927) (995) (927)
Loss for the year, no deferred tax provision (26.270) (1.440) - (630)
Recognition of deferred tax for tax losses carried
forward
4.470 - 4.470 -
Impairment loss, no deferred tax provision - - (12.388) (5.256)
Impact from audit (177) - 113 -
Taxes (21.023) (6.569) (3.167) 1.526

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
tax authorities
Fiscal years
unaudited by the
tax authorities
Company
LAMDA Development SA
2012-2017 Company
LAMDA Olympia Village SA 2012-2017
PYLAIA SA 2012-2017 METROPOLITAN EVENTS 2012-2017
LAMDA Domi SA 2012-2017 LAMDA Development DOO Beograd 2003-2017
LAMDA Flisvos Marina SA 2012-2017 Property Development DOO 2010-2017
LAMDA Prime Properties SA 2012-2017 Property Investments DOO 2008-2017
LAMDA Estate Development SA 2012-2017 LAMDA Development Romania SRL 2010-2017
LD Trading SA 2012-2017 LAMDA Development Sofia EOOD 2006-2017
KRONOS PARKING SA 2012-2017 SC LAMDA MED SRL 2005-2017
LAMDA Erga Anaptyxis SA 2012-2017 LAMDA Development Montenegro DOO 2007-2017
LAMDA Flisvos Holding SA 2012-2017 LAMDA Development (Netherlands) BV 2008-2017
LAMDA Leisure SA 2012-2017 Robies Services Ltd 2007-2017
GEAKAT SA 2012-2017 Robies Proprietati Imobiliare SRL 2007-2017
MALLS MANAGEMENT SERVICES SA 2012-2017 SC LAMDA Properties Development SRL 2007-2017
MC Property Management SA 2012-2017 Singidunum-Buildings DOO 2007-2017
LAMDA Akinhta SA 2012-2017 GLS OOD 2006-2017
LAMDA Dogus Marina Investments SA 2012-2017 LOV Luxembourg SARL 2013-2017
ATHENS METROPOLITAN EXPO SA 2012-2017 TIHI EOOD 2008-2017
certificate has been obtained from the tax paying company. 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
For the fiscal year 2017 tax audit is currently carried out by PriceWaterhouseCoopers SA., and the relevant
tax certificate is expected to be issued after the publication of the financial statements for the fiscal year 2018.
competent Greek tax authorities for the year 2010. Consequently, the
cases).
Up to 31.12.2016 the Company and Pylea SA have been officially served with audit mandate by the
the lapse of the statute of limitation, to issue assessment sheets and assessment acts for taxes, duties,
contributions and surcharges for the years up to 2010, pursuant to the following provisions: (a) para. 1 art.
84 of Law 2238/1994 (unaudited cases of Income taxation), (b) para. 1 art. 57 of Law 2859/2000 (unaudited
cases of Value Added Tax), and, (c) para. 5 art. 9 of Law 2523/1997 (imposition of penalties for income tax
State is not anymore entitled, due to
deriving from unaudited tax years Regarding the parent Company, a tax audit by the Greek tax authorities for the fiscal years 2009, 2010 and
2012 was completed and additional taxes of €615k has been applied. Also, a tax audit for the Company's
subsidiary Pylea SA for the fiscal year 2010 has been completed and additional taxes of €148k has been
applied. For the total amount of the additional taxes, there has been a corresponding provision for differences
already. 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. As a

result, the Group's tax obligations have not been defined permanently.The total amount of the cumulative provision made for the Group's and Company's unaudited, by the tax authorities, years amount to €0.8m and €0.6m respectively.

27. Cash generated from operations

GROUP COMPANY
all amounts in € thousands Note 01.01.2017 έως
31.12.2017
01.01.2016 έως
31.12.2016
01.01.2017 έως
31.12.2017
01.01.2016 έως
31.12.2016
Loss for the year (43.687) (3.182) (27.551) (29.696)
Adjustments for:
Tax 26 21.023 6.569 3.167 (1.526)
Depreciation of property, plant and equipment
Impairment of receivables
7 773
-
853
500
99
-
174
-
Share of profit from associates 8 (2.512) (329) - -
Dividends income - - (3.841) (5.449)
Provision for impairment of receivables from subsidiaries
Provision for impairment of investments in subsidiaries,
30 - - 34.318 6.699
joint ventures and associates 8 - (20) 8.400 11.424
Loss from extrajudicial settlement/management
estimation
12.977 - - -
Profit/(loss) from disposal/acquisition of interest held in
participations
8 10.733 - (33.831) 99
Loss from sale/valuation of financial instruments 495 - 253 -
Profit from sale of treasury shares 14 (807) - (807) -
Provision for retirement benefit obligations 17 (126) 144 (72) 59
Interest income 25 (219) (175) (1.294) (1.310)
Interest expense 25 22.196 15.925 11.383 10.174
Provision for inventory impairment 9 7.748 645 - -
Net gains/(losses) from fair value adjustment on investment property 6 (11.710) 180 - -
16.884 21.111 (9.778) (9.352)
Changes in working capital:
Decrease in inventories 9 40.212 2.588 - -
Increase in receivables 10 (1.440) (1.395) (935) (527)
(Decrease)/increase in payables 18 1.203 2.213 (661) 1.935
39.975 3.407 (1.596) 1.409
Cash flows from operating activities 56.859 24.517 (11.373) (7.943)
GROUP
Loans Total
Liabilities from financing activities at 1.1.2017 268.607 268.607
Cash flow (21.975) (21.975)

Change due to acquisition of control in subsidiary 193.000 193.000 Other non cash flow changes 2.254 2.254 Liabilities from financing activities at 31.12.2017 441.887 441.887

COMPANY
Loans to related
parties
Loans Total
Liabilities from financing activities at 1.1.2017 21.974 128.714 150.688
Cash flow - capital 17.543 (6.781) 10.762
Cash flow - interest (operating activities) (141) - (141)
Other non cash flow changes 1.432 1.204 2.636
Liabilities from financing activities at 31.12.2017 40.808 123.137 163.945

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 31.12.2017 31.12.2016 31.12.2017 31.12.2016
No later than 1 year 3.395 3.373 944 944
Later than 1 year and not later than 5 years 13.889 13.857 1.919 2.905
Later than 5 years 53.408 57.276 - -
Total 70.692 74.506 2.863 3.849

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) 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Letters of guarantee relating to obligations 36.258 33.159 30.004 30.004
Total 36.258 33.159 30.004 30.004
Assets (all amounts in € thousands)
Letters of guarantee relating to receivables from tenants 39.929 21.384 - -
Total 39.929 21.384 - -

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

  • Regarding the parent Company, a tax audit by the Greek tax authorities for the fiscal years 2009, 2010 and 2012 was completed and additional taxes of €615k has been applied. Also, a tax audit for the Company's subsidiary Pylea SA for the fiscal year 2010 has been completed and additional taxes of €148k has been applied. For the total amount of the additional taxes, there has been a corresponding provision for differences deriving from unaudited tax years already. 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. As a result, the Group's tax obligations have not been defined permanently (note 26).

  • A property transfer tax of €10,1m approximately has been imposed on the societe anonyme LAMDA Olympia Village (former DIMEPA, hereinafter referred to as LOV); Out of the forty (40) recourses which have been filed respectively, twenty five (25), amounting to €8.5m, have been irrevocably accepted by the Administrative Court of Appeals, as either the corresponding to them appeals on points of law of the Hellenic Republic have been rejected (for eight of them) or the Hellenic Republic did not even file an appeal on points of law (for the remaining seventeen); the remaining fifteen (15) recourses have been rejected by courts of first instance. LOV 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. Out of these fourteen (14) appeals, eight (8) have been irrevocably rejected in favor of the Hellenic Republic either because an appeal on points of law could not be filed, due to the amount of the litigation (for six of them) or because the filed appeal on points of law was rejected (also due to the amount of the litigation). For the remaining six (6) appeals, which were also rejected, LOV has filed appeals on points of law, the hearing of which being scheduled for 09.05.2018. Consequently out of the forty (40) recourses twenty (25), amounting totally to €8.5m, have been irrevocably accepted in favor of LOV, 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, LOV 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 remained as a claim against the Hellenic Republic). Until 31.12.2017 the total amount of €3.8m has been returned to the Company on the basis of the appeals which have been irrevocably accepted. 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 LOV's shares.

  • Additionally, LOV 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 in part and the re-calculation of the owed property tax was ordered, which led to the returning to LOV of an amount of approximately €9,5m. Further to appeals on points of law filed by both parties, the Council of State rejected LOV's appeal and accepted the Hellenic Republic's appeal; consequently the case was referred back to the Administrative Court of Appeals, which initially postponed the issue of a final decision and obliged the parties to adduce evidence for the determination of the market value of the property; after resuming hearing of the case, the Administrative Court of Appeals finally rejected the recourse, determined the taxable value of the property and obliged the competent Tax Authority to re-calculate the transfer tax due upon the new taxable value. Following this decision, LOV had to pay transfer tax of approximately €16,3m. Filing of an appeal on points of law is pending and is estimated by the legal counsels of the Company to have high chances of success. In specific, grounds of appeal challenging re-calculation of transfer tax upon the market value of the property, to the extent it exceeds the objective value, are expected to succeed with very high probability.

  • Five (5) petitions for annulment have been filed and were pending before the Council of State related to LOV, 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 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.

-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 24.04.2018 (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 preapprovals 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, LOV 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 LOV. Two opposing lawsuits have been filed; the first one was filed by the Company and LOV 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 Multimember First Instance Court issued decision No, 1522/2017, whereby the Company's and the LOV's lawsuit was rejected and the opposing lawsuit filed by Eurobank Leasing was partially accepted.

The Company and LOV filed appeal Νo. 572531/504467/2017, the hearing of which has been set for 19.04.2018. "EUROBANK Leasing S.A." also filed an appeal (Νo. 573006/50450/2017), set to be heard on 03.05.2018, and "BLUE LAND S.A." intervened again in favour of Eurobank Leasing. Currently, all alternatives are being considered, including the possibility of an extrajudicial settlement.

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 third, 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.

  • 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. That hearing in the Court of Appeals has been set for 26.10.2017, when it was postponed for 07.02.2019. 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 had 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. A new hearing for these lawsuits has been already set for 21.02.2018 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. A new hearing has been set for 10.10.2018. 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. Given the outcome of the hearing before the Supreme Court, it is likely that a new hearing will be set for said action as well. 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, when it was cancelled. 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".

In relation to the above mentioned cases the management estimates that apart from the case of "Ilida Business Center", there is no need for further provision for future cash outflow. In relation to the "Ilida Business Center" a provision of €12.977 thousands has been formed corresponding to the return of the ownership of an office building owned by the subsidiary Lamda Olympia Village SA as an estimation by the management, taking into consideration the today's valuation of this certain property as well as the potential benefits from the favorable conditions of the transaction's financing. The transaction is anticipated to be completed during the second quarter of 2018.

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 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
i) Sales of goods and services
- subsidiaries - - 2.216 1.036
- joint ventures 1.368 2.516 139 216
- associates - - 68 67
1.368 2.516 2.423 1.320

1 January – 31 December 2017

ii) Purchases of goods and services

- subsidiaries - - 923 916
- joint ventures 185 356 - -
185 356 923 916
iii) Dividend income
- subsidiaries - - 3.841 8.029
- - 3.841 8.029
iv) Benefits to management
- salaries and other short-term employment benefits 1.031 1.022 1.031 1.022
1.031 1.022 1.031 1.022
v) Year-end balances from sales-purchases of goods/servises
GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Receivables from related parties:
- subsidiaries - - - 91
- associates - 551 - -
- 551 - 9 1
Payables to related parties:
- subsidiaries - - 70 7
- associates - 108 - -
- 108 7 0 7
vi) Loans to associates:
Balance at the beginning of the year 1.111 1.536 86.414 94.550
Loans granted during the year 360 2.278 - -
Loan repayments/Transfer to share capital (825) (2.700) - -
Interest repayments/Transfer to share capital (17) (27) - -
Loan repayments - - (24.300) (2.607)
Loan and interest impairment - - (34.318) (6.699)
Interest charged 28 25 1.130 1.170
Balance at the end of the year 657 1.111 28.926 86.414

At Company level, the loans to associates refer to loans of initial capital €24.3m less impairment €34.2m that the parent company has granted to its subsidiary Property Development DOO. At 31.12.2017 the loans to associates refer to loans of initial capital €57.6m that the parent company has granted to its subsidiaries LAMDA Development Romania SRL, LAMDA Development DOO Beograd, LAMDA Development Sofia EOOD, Robies Services Ltd, LAMDA Development Montenegro DOO and Property Development DOO.

Loans to associates' carrying amounts approach their fair value which is calculated according to the fair value hierarchyas described in note 3.3.

1 January – 31 December 2017

Balance at the beginning of the year 17.947 17.228 21.974 21.224
Loans received during the year - - 18.243 -
Loan repayments - - (700) -
Acquisition of participations (18.302) - - -
Borrowings transaction costs - amortization - - 18 18
Interest paid - - (141) (162)
Interest charged 355 718 1.414 893
Balance at the end of the year - 17.947 40.808 21.974

31. Earnings per share

Basic

GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
01.01.2017 to
31.12.2017
01.01.2016 to
31.12.2016
Loss attributable to equity holders of the Company (48.315) (3.159) (27.551) (29.696)
Weighted average number of ordinary shares in issue 77.361 77.499 77.361 77.499
Basic losses per share (in € per share) (0,62) (0,04) (0,36) (0,38)

Diluted

vii) Loans from associates:
Balance at the beginning of the year 17.947 17.228 21.974 21.224
Loans received during the year - - 18.243 -
Loan repayments - - (700) -
Acquisition of participations (18.302) - - -
Borrowings transaction costs - amortization - - 18 18
Interest paid - - (141) (162)
Interest charged 355 718 1.414 893
Balance at the end of the year - 17.947 40.808 21.974
At Company level, the loans from associates refer to loans of initial capital €37m that the parent company
has been granted from the companies LAMDA Prime Properties SA and LOV Luxembourg SARL. During
2017, the Company repaid the amount of €700k to its subsidiary LAMDA Prime Properties SA and an
additional loan of €18.2m from LOV Luxembourg SARL. At Group level, following the acquisition of 25%
of LOV Luxembourg SARL and 50% of LAMDA OLYMPIA VILLAGE SA, there are no more loans from
associates.
Services from and to related parties, as well as sales and purchases of goods, take place based on
lists in force with non-related parties.
the price
31.
Earnings per share
Basic
all amounts in € thousands GROUP
01.01.2017 to
01.01.2016 to COMPANY
01.01.2017 to
01.01.2016 to
31.12.2017
(48.315)
31.12.2016
(3.159)
31.12.2017
(27.551)
31.12.2016
(29.696)
Loss attributable to equity holders of the Company
Weighted average number of ordinary shares in issue
77.361 77.499 77.361 77.499
Basic losses per share (in € per share) (0,62) (0,04) (0,36) (0,38)
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.
Diluted
GROUP COMPANY
all amounts in € thousands 01.01.2017 to
31.12.2017
(48.315)
01.01.2016 to
31.12.2016
(3.159)
01.01.2017 to
31.12.2017
(27.551)
01.01.2016 to
31.12.2016
(29.696)
Loss used to determine dilluted earnings per share - - - -
Weighted average number of ordinary shares in issue
Adjustment for share options:
77.361 77.499 77.361 77.499
Employees share option scheme -
-
- - -
Weighted average number of ordinary shares for dilluted
earnings per share
77.361 -
77.499
-
77.361
-
77.499
Diluted losses per share (in € per share) (0,62) (0,04) (0,36) (0,38)
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 of shares 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 2017.

33. Audit and other fees

GROUP COMPANY
all amounts in € thousands 31.12.2017 31.12.2016 31.12.2017 31.12.2016
Audit fees 278 240 101 102
Annual Tax Certificate's fees 200 126 21 22
Fees for other assurance services 22 68 10 44
Total 499 434 131 167

34. Events after the financial position date

In February 2018, in the framework of its existing strategy, in concentrating its activities in the area of shopping centers, as well as the redevelopment of the Hellinikon project, announces the sale of the ownership that its 100% subsidiary LAMDA Estate Development S.A. held in the office building Kronos Business Center in Maroussi, for a total consideration of €6.5m.

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

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
31.12.2017
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 89.083 0
Purchase of treasury shares 7.000 2.426 4.574
Total 146.083 120.384 25.699

Notes:

  1. Within this period, the Company proceeded t o 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 t o 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 within this period,purchased 50% of the company LAMDA OLYMPIA VILLAGE S A using the remaining amount of the share capital increase proceeds of the category "Investments in properties" an amount of €83.583k.

  5. The remaining amount of €25.699k as at 31.12.2017 was placed in short term investments (time deposits) as well as in prime investment grade supranational bonds.

Maroussι, March 28, 2018

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 2017, 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).

9/3/2017 Financial Calendar
31/3/2017 Press release for the announcement of the Company's financial statements
3/4/2017 Announcement in relation to business development -
New Deal Lamda Development -
Varde Partners
12/5/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
12/5/2017 Transaction Notification
16/5/2017 Annual presentation for the financial performance of fiscal year 2016 to the analysts and
institutional investors
25/5/2017 Invitation to the Annual General Meeting of the Shareholders
25/5/2017 New Board of Directors Observer
26/5/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
26/5/2017 Transaction Notification
30/5/2017 New member of the Board of Directors
30/5/2017 Press release for the announcement of the Company's financial statements
1/6/2017 Announcement in relation to business development -
Final Agreement Värde Partners
15/6/2017 Announcement in relation to business development -
Signing of an agreement with "IRERE
PROPERTY INVESTMENTS LUXEMBOURG"
15/6/2017 Annual General Meeting Resolutions
15/6/2017 End of period for the purchase of own shares
19/6/2017 Announcement for the purchase of own shares
23/6/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
23/6/2017 Transaction Notification
28/6/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
28/6/2017 Transaction Notification
30/6/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
30/6/2017 Transaction Notification
4/7/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
4/7/2017 Transaction Notification
4/7/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
4/7/2017 Transaction Notification
17/7/2017 Announcement in relation to business development - Acquisition of the 50% of Lamda
Olympia Village share capital.
18/7/2017 Announcement in relation to business development -
Additional Announcement for the
acquisition of Lamda Olympia Village.
21/7/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
21/7/2017 Transaction Notification
25/7/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
25/7/2017 Transaction Notification
6/9/2017 Press release for the announcement of the Company's financial statements
29/9/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
29/9/2017 Transaction Notification
4/10/2017 Announcement in relation to business developement -
The Company is waiting the official
notification of the Central Archaeological Council.
7/11/2017 Announcement
for
significant
Developments
-
Τhe
official
website
of
"The
Hellinikon"
hosts a designated Media Center page
10/11/2017 Announcement in relation to business developement -
Announcement as per the Decisions
of the Ministry of Culture regarding the delimitation of the archaeological area
and the
enforcement of sixteen (16) conditions for the Integrated Development Plan (IDP) to be
approved
29/11/2017 Announcement in relation to business development -
Sale of the real estate "Kalemegdan"
in Belgrade
29/11/2017 Press release for the announcement of the Company's financial statements
4/12/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
4/12/2017 Transaction Notification
22/12/2017 Decision for the disposal of own shares
22/12/2017 Announcement of regulated information according to Law 3556/2007: Notification
concerning changes in voting rights (L.3556/2007)
22/12/2017 Announcement for the sale of own shares
22/12/2017 Announcement of regulated information according to Law 3556/2007: Notification
concerning changes in voting rights (L.3556/2007)
28/12/2017 Additional Announcement of regulated information according to Law 3556/2007:
Notification concerning changes in voting rights (L.3556/2007)
29/12/2017 Announcement of regulated information according to Law 3556/2007: Transaction
Notification
29/12/2017 Transaction Notification