Technical Olympic S.A.

213800UFJ4FKKNS7HY052022-01-012022-12-31213800UFJ4FKKNS7HY052022-12-31iso4217:EUR213800UFJ4FKKNS7HY052021-12-31213800UFJ4FKKNS7HY052021-01-012021-12-31213800UFJ4FKKNS7HY052021-12-31ifrs-full:IssuedCapitalMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:SharePremiumMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:RevaluationSurplusMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:OtherReservesMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:TreasurySharesMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:RetainedEarningsMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800UFJ4FKKNS7HY052021-12-31ifrs-full:NoncontrollingInterestsMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:IssuedCapitalMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:SharePremiumMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:RevaluationSurplusMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:OtherReservesMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:TreasurySharesMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:RetainedEarningsMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800UFJ4FKKNS7HY052022-01-012022-12-31ifrs-full:NoncontrollingInterestsMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:IssuedCapitalMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:SharePremiumMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:RevaluationSurplusMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:OtherReservesMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:TreasurySharesMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:RetainedEarningsMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800UFJ4FKKNS7HY052022-12-31ifrs-full:NoncontrollingInterestsMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:IssuedCapitalMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:SharePremiumMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:RevaluationSurplusMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:OtherReservesMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:TreasurySharesMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:RetainedEarningsMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800UFJ4FKKNS7HY052020-12-31ifrs-full:NoncontrollingInterestsMember213800UFJ4FKKNS7HY052020-12-31213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:IssuedCapitalMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:SharePremiumMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:RevaluationSurplusMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:OtherReservesMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:TreasurySharesMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:RetainedEarningsMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:EquityAttributableToOwnersOfParentMember213800UFJ4FKKNS7HY052021-01-012021-12-31ifrs-full:NoncontrollingInterestsMember “TECHNICAL OLYMPIC” GROUP OF COMPANIES" ANNUAL FINANCIAL REPORT For the period ended as at December 31, 2022 Under Article 4, Law 3556/2007 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 1 TABLE OF CONTENT Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS ................................................................................... 4 Β. ANNUAL BOARD OF DIRECTOR’S MANAGEMENT REPORT ......................................................................................................... 5 C. Independent Auditor’s Report ................................................................................................................................................... 65 1. SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION........................................................................ 71 2. SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................................................ 72 3. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................... 75 4. SEPARATE STATEMENT OF CHANGES IN EQUITY .............................................................................................................. 77 5. SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS ....................................................................................... 79 5.1. General information about the Company ............................................................................................................................... 80 5.2. Framework for preparation of financial statements and accounting principles ........................................................................... 82 5.2.1. Basis for Presentation ........................................................................................................................................................... 82 5.2.2. Basis for measurement ......................................................................................................................................................... 82 5.2.3. Presentation Currency........................................................................................................................................................... 83 5.2.4. Use of Estimates .................................................................................................................................................................. 83 5.3. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union .............................................................................................................................................................. 83 5.4. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union .................................................................................................................................... 84 5.5. Significant accounting judgements, estimates and assumptions ............................................................................................... 87 5.5.1. Judgements, estimates and assumptions ............................................................................................................................... 87 6. Key Accounting Policies....................................................................................................................................................... 90 6.1. Segment Reporting .............................................................................................................................................................. 90 6.2. Group Structure ................................................................................................................................................................... 94 6.3. Foreign currency translation ............................................................................................................................................... 96 6.4. Property, plant and equipment ........................................................................................................................................... 96 6.5. Investment property ........................................................................................................................................................... 98 6.6. Right-of-use – Leases .......................................................................................................................................................... 99 6.6.1. Recognition and initial measurement of right-of-use assets ........................................................................................... 99 6.6.2. Initial measurement of lease liability................................................................................................................................. 99 6.6.3. Subsequent measurement of the right‐of‐use asset ...................................................................................................... 100 6.6.4. Subsequent measurement of lease liability .................................................................................................................... 100 6.7. Intangible assets .............................................................................................................................................................. 101 6.8. Impairment of non-current assets (intangible and tangible assets) ............................................................................ 101 6.9. Investments in subsidiaries (Separate Financial Statements) ...................................................................................... 102 6.10. Financial Instruments ...................................................................................................................................................... 102 6.10.1. Recognition and derecognition ........................................................................................................................................ 102 6.10.2. Classification and initial recognition of financial assets ................................................................................................ 103 6.10.3. Subsequent measurement of financial assets ................................................................................................................ 103 6.10.4. Impairment of financial assets ........................................................................................................................................ 104 6.10.5. Classification and measurement of financial liabilities .................................................................................................. 105 6.10.6. Offsetting financial assets and financial liabilities ......................................................................................................... 106 6.11. Inventories ........................................................................................................................................................................ 106 6.12. Cash and cash equivalents ............................................................................................................................................... 106 6.13. Share capital, reserves and distribution of dividends .................................................................................................... 107 6.14. Income tax & deferred tax ............................................................................................................................................... 108 6.15. Provisions for employee benefits due to retirement ...................................................................................................... 109 6.16. Government Grants .......................................................................................................................................................... 111 6.17. Provisions, Contingent Liabilities and Contingent Assets .............................................................................................. 111 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 2 6.18. Revenue recognition......................................................................................................................................................... 111 6.19. Non-current assets held for sale and discontinued operations ..................................................................................... 115 7. Reporting Segments ......................................................................................................................................................... 116 7.1. Reporting segments ......................................................................................................................................................... 116 7.1.1. Primary reporting segment - Business segments ........................................................................................................... 116 7.1.2. Secondary reporting segment - Geographical segments ............................................................................................... 119 7.1.3. Seasonality ........................................................................................................................................................................ 119 7.1.4. Revenue analysis .............................................................................................................................................................. 119 8. Notes to Financial Statements ......................................................................................................................................... 120 8.1. Self-used property, plant and equipment ....................................................................................................................... 120 8.2. Right-of-use assets........................................................................................................................................................... 122 8.3. Intangible assets .............................................................................................................................................................. 124 8.4. Investments in subsidiaries ............................................................................................................................................. 124 8.5. Investments in Associates ............................................................................................................................................... 126 8.6. Equity Instruments ........................................................................................................................................................... 126 8.7. Investment property ........................................................................................................................................................ 127 8.8. Other long-term receivables ............................................................................................................................................ 128 8.9. Inventory........................................................................................................................................................................... 128 8.10. Trade and other receivables............................................................................................................................................. 128 8.11. Other receivables .............................................................................................................................................................. 129 8.12. Financial assets at fair value through other comprehensive income ............................................................................ 130 8.13. Financial assets at fair value through profit or loss ....................................................................................................... 131 8.14. Cash and cash equivalents ............................................................................................................................................... 132 8.15. Equity................................................................................................................................................................................. 132 8.16. Deferred tax obligation .................................................................................................................................................... 134 8.17. Employee end-of-service obligations .............................................................................................................................. 135 8.18. Grants ................................................................................................................................................................................ 135 8.19. Financial liabilities ............................................................................................................................................................ 135 8.20. Other long-term liabilities ................................................................................................................................................ 137 8.21. Suppliers and other payables........................................................................................................................................... 137 8.22. Current tax obligations .................................................................................................................................................... 137 8.23. Liabilities from contracts with customers ....................................................................................................................... 137 8.24. Other short-term liabilities .............................................................................................................................................. 137 8.25. Operating expenses .......................................................................................................................................................... 137 8.26. Other income – expenses ................................................................................................................................................. 139 8.27. Financial income – expenses ........................................................................................................................................... 140 8.28. Income from dividends .................................................................................................................................................... 140 8.29. Income tax ........................................................................................................................................................................ 141 8.30. Results from discontinued operations............................................................................................................................. 141 8.31. Earnings per share ............................................................................................................................................................ 142 8.32. Number & salaries of employees ..................................................................................................................................... 143 8.33. Cash flows adjustments ................................................................................................................................................... 143 8.34. Liens .................................................................................................................................................................................. 144 8.35. Related parties transactions and balances ..................................................................................................................... 144 8.36. Contingent assets – liabilities – commitments ............................................................................................................... 145 8.37. Tax non-inspected years .................................................................................................................................................. 146 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 3 8.38. Risk management objectives & policy ............................................................................................................................ 147 8.39. Fair value measurement ................................................................................................................................................... 151 8.40. Availability of financial statements ................................................................................................................................. 152 8.41. Post Financial Position date events ................................................................................................................................. 152 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 4 Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS The below statements, made in compliance with Article 4, Par. 2 of the Law 3556/2007, as currently effective, are made by the following representatives of the Company Board of Directors: 1. Mr. Konstantinos Stengos, father’s name - Andreas, BoD Chairman, resident of Alimos Attiki 2. Mr. Georgios Stengos, father’s name – Konstantinos, CEO, resident of Alimos Attiki 3. Mrs. Marianna Stengou, father’s name – Konstantinos, appointed BoD Member who certify that as far as we know, in our capacity as persons appointed by the Board of Directors of the Societe Anonyme under the title TECHNICAL OLYMPIC S.A. (hereinafter “the Company”) as follows: (a) the annual Financial Statements of the company for the period 01/01/2022- 31/12/2022, which were prepared according to the effective International Financial Reporting Standards, present truly and fairly the assets and liabilities, the equity and the financial results of the Company, as well as the companies included in the consolidation as aggregate, and (b) the attached annual BoD Report provides a true view of the Company’s and the companies included in the consolidation as aggregate performance and results including a description of the main risks and uncertainties to which they are exposed. Alimos, April 13, 2023 The designees BoD Chairman Chief Executive Officer Appointed BoD Member KONSTANTINOS A. STENGOS ID Num. ΑΒ 342754 GEORGIOS K. STENGOS ID Num. ΑΖ 592390 MARIANNA K. STENGOU ID Num. ΑΒ 526124 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 5 Β. ANNUAL BOARD OF DIRECTOR’S MANAGEMENT REPORT The present Annual Board of Directors’ Management Report (hereinafter referred to as the "Report") pertains to the FY 2022 fiscal period (01/01/2022 - 31/12/2022). The Report is prepared according to the provisions of Articles 150, par. 3 and 153 par. 3 and par. 1 of Article 152 of CL. 4548/2018, the provisions of Article 4 of Law 3556/2007 and the executive decisions issued under the same Law, of the Hellenic Capital Market Commission’s Board of Directors, and accompanies the annual financial statements of the period (01/01/2022 - 31 /12/2022). This Report provides in a concise, yet comprehensive and material way, the significant separate sections required, according to the aforementioned legislative framework and accurately presents all the relevant legally required information necessary to extract material and in depth information on the operations of the Company TECHNICAL OLYMPIC S.A. (hereinafter referred to as "Company" or "TECHNICAL OLYMPIC") during the aforementioned period as well as the TECHNICAL OLYMPIC Group (hereinafter referred to as "Group"). Moreover, the Group, in addition to TECHNICAL OLYMPIC, includes the following subsidiaries and Joint Ventures: FULL CONSOLIDATION METHOD Country of Establishment % Participation Equivalent % DIRECT PARTICIPATION % INDIRECT PARTICIPATION INDIRECT PARTICIPATION SUBSIDIARY TECHNICAL OLYMPIC S.A. GREECE PARENT - - - EUROROM CONSTRUCTII '97 SRL CYPRUS 100,00% 100,00% - - Τ.Ο. HOLDINGS INTERNATIONAL LTD CYPRUS 100,00% 100,00% - - Τ.Ο. SHIPPING LTD CYPRUS 100,00% - 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD PORTO CARRAS DEVELOPMENT SA GREECE 30,60% 30,60% - - Τ.Ο. CONSTRUCTIONS S.A. GREECE 90,25% - 90,25% Τ.Ο. HOLDING INTERNATIONAL LTD TECHNICAL OLYMPIC AIRWAYS S.A. (UNDER LIQUIDATION) GREECE 41,54% 41,54% - - SAMOS MARINES S.A. GREECE 99,96% 99,96% - - TOXOTIS Technical S.A. GREECE 83,45% 83,45% - - J/V TOXOTIS Technical S.A. - GOUSGOUNIS S.A. - RECONSTRUCTION OF KIFISSOS AVENUE & POSEIDONOS AVENUE GREECE 99,00% - 99,00% TOXOTIS Technical S.A. ROMA HOLDING LLC MARSHALL 85,00% - 85,00% Τ.Ο. SHIPPING LTD ARIADNE REAL ESTATE Μ.Ι.Κ.Ε. GREECE 100,00% - 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD PFC PREMIER FINANCE CORPORATION LTD CYPRUS 100,00% - 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD NOVAMORE LTD CYPRUS 100,00% 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD LUXURY LIFE IKE GREECE 100,00% 100,00% - - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 6 EQUITY METHOD Country of Establishment % Participation Equivalent % DIRECT PARTICIPATION % INDIRECT PARTICIPATION INDIRECT PARTICIPATION SUBSIDIARY Mount Street Hellas Holdco IRELAND PARENT - 50,00% PFC PREMIER FINANCE CORPORATION LTD Proportional consolidation method Country of Establishment % Participation Equivalent J/V TERNA SA - MOCHLOS SA - AKTOR SA – J/V CONSTRUCTION OF AIGIO TUNNEL GREECE 30,00% J/V AKTOR SA -MICHANIKI SA - MOCHLOS SA - J/V ASFALTIKON PATHE GREECE 28,00% J/V MOCHLOS SA – ATHINAIKI TECHNIKI SA – CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA VOLOS GREECE 50,00% J/V MICHANIKI SA - J&P - AVAX SA – ATHINA SA - MOCHLOS SA - EGNATIA ODOS. ANTHOCHORI METSOVO NODE GREECE 34,46% J/V - MICHANIKI SA - MOCHLOS SA – OLYMPIC VILLAGE GREECE 49,00% J/V MOCHLOS SA / ATHINAIKI TECHNIKI SA - ATHINAIKI TECHNIKI SA – INTRACOM SA - CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA VOLOS GREECE 33,00% J/V MOCHLOS SA - ΑΤΤΙCΑΤ SA - VIOTER SA - EGNATIA ODOS COMPLETION WORKS FROM IGOUMENITSA NODE TO SELLON NODE GREECE 40,00% J/V MOCHLOS SA - ATHINA SA – DODONI GREECE 50,00% J/V MOCHLOS SA - ATHINA SA. – TUNNEL Σ2 GREECE 50,00% J/V MOCHLOS SA - TEO SA. – AKTIO TOLLS GREECE 49,00% J/V MOCHLOS SA - TEO SA -- HIGHWAY MAINTENANCE PATRAS BYPASS GREECE 49,00% Furthermore, taking into account that the Company prepares consolidated financial statements, this Report is unified, with the main reference made on the corporate and consolidated financial data of the Company and its affiliated companies. The Report is included as is, together with the Financial Statements of the Company and the other legally required data and statements in the annual financial report for the year 2022. The thematic sections of the Report and their content are as follows: SECTION Α SIGNIFICANT EVENTS AND DEVELOPMENTS The global economy is experiencing a period of extreme uncertainty. The pandemic has resulted in a severe economic contraction and unprecedented disruption of both domestic and cross-border supply chains. The countries were forced to implement significant fiscal support measures to address this unprecedented crisis, resulting in a significant increase in public debt as a percentage of GDP almost globally. However, one the countries were ready to address the rising inflation, the long lasting Russian-Ukrainian conflict has reversed the positive projections. Both countries are key global sources of energy, raw materials, metals, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 7 and agricultural products supply. The war and excessive demand in line with the adverse effects of the climate change, a severe slowdown in the Chinese economy, and disruptions in the supply chain from China, mainly due to measures against Covid-19, have led to a price boom and market shortages. This combination has possibly fueled the start of an inflationary vicious cycle that is still ongoing. As a result, the annual rate of inflation currently ranges between 8% and 12% in developed countries, which is the highest rate recorded in recent decades. Given that there is no apparent intention of the governments to implement a contractionary fiscal policy, the burden of correcting inflation will inevitably and excessively fall on monetary policy, with measures to reduce liquidity in the market and a sharp rise in interest rates. These measures will lead to a slowdown in the economy, possibly resulting in an economic recession and rising unemployment. Such effects may work beneficially to curb inflation, especially in the countries where the main issue is excessive demand. There are two major complications that make handling the inflationary explosion complex. The first issue is that inflation in the USA is mainly a result of excessive demand, leading to an overheated economy and very low unemployment rates. In contrast, in the Eurozone, inflation is largely caused by supply disruptions, energy and food dependence on Russia and Ukraine, and the consequent dramatic increase in energy costs (for example, the price of natural gas has increased by 400% since 2021), as well as the chronic structural weaknesses of the European economy. Addressing the problem does not require the same treatment in every country, and a different mix of economic policies and structural reforms is needed, particularly in the Eurozone, where the course of energy, raw material, and food costs will play a key role. A second serious issue is the significant revaluation of dollar, by over 15%, against almost all the currencies in the recent months. This has fueled inflationary pressures on the European economy, while transferring the inflationary problem to developing countries, which has made domestic interest rate increases the only option, thus leading to international borrowing becoming prohibitively expensive. As a result, it has led to capital outflows and the inevitable increase in the cost of servicing their mostly dollar-denominated foreign debt. It is estimated that it will take at least two to three years before the contractionary monetary policy measures can tame inflation in developed countries to acceptable levels, such as 2%-3% per year. This will only happen if these measures are accompanied by a slowdown in raw material and energy costs, implementation of fiscal stabilization measures, and avoidance of incorporating inflation into wage increases. The countries that produce and export energy, raw materials, and agricultural products are the big winners of the current situation. On the other hand, the big losers are the countries that have a high degree of dependence on these goods from abroad, primarily Europe. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 8 In the eurozone, countries such as Greece, which have experienced a higher-than-average inflation rate (10%) in recent months and chronically low productivity, are facing the risk of losing competitiveness and suffering from weakened economic prospects. Meanwhile, countries like Greece and Italy, which have high debt-to-GDP ratios, may benefit in the short term from the erosion of the value of their debt due to inflation, but in the long term, this gain will be largely offset by the increased cost of refinancing their large debt. The Greek economy is expected to experience a significant increase in GDP in 2023, estimated to be close to 6%, with the approval of the Commission and the Bank of Greece. This growth rate will be one of the highest in the eurozone, which is currently experiencing a recession. However, despite this positive outlook, inflation in Greece is expected to remain above 10% in 2023. The year 2023 may prove to be challenging, with a steep decline in GDP growth rates, possibly ranging from 1% to 2%. On the positive side, inflation is projected to slow down to approximately 6% to 7%. Finally, inflation, crisis and recession intensify nationalism, introversion and xenophobia. Notwithstanding the problems arising from globalization and internationalization of markets, as well as the Eurozone operation, corrective interventions are needed. A return to the past, to closed and protected markets, statism, toxic climate for immigrants and diversity, serious weakening of the Eurozone which is in progress, will seriously damage our medium-term interests because our prosperity is strengthened by foreign investment and funds, foreign visitors, residents and workforce. In the aforementioned context, the Group's Management is called upon to implement a series of actions, which are effective in significant areas of operation, such as: health and safety, staff training, liquidity, addressing any potential risks. Following the disposal of the Porto Carras Group companies, operating in the tourism segment, the Group's operations in this segment are limited and therefore the effects of the aforementioned factors are not significant. DEVELOPMENTS PER OPERATING SEGMENT FOR THE PERIOD The parent company TECHNICAL OLYMPIC, as a holding company, continues to monitor and coordinate all the Group companies, both existing and those to be established, to provide them with administrative, advisory, and operational support. It also defines and supervises the goals and projects undertaken to implement, as well as ensuring organic and functional synergy across various department. Expansion into new business segments, as well as further strengthening of the Group's presence in segments where it is already operating, will be implemented through subsidiaries and sub-subsidiaries. The Group mainly operates in Shipping, Loan Management, Real Estate Investment and Development, Tourism (mainly management of marinas), and Construction segments. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 9 SHIPPING Regarding the Group’s activity in the shipping segment, the sub-subsidiary company T.O. SHIPPING LTD was established and domiciled in Cyprus, which is by 100% controlled by the company HOLDINGS INTERNATIONAL LTD., a 100% subsidiary of the Company. In the context of the above, the sub-subsidiary T.O SHIPPING LTD in collaboration with other companies/investors (equity partners) participates in the establishment of companies which will then acquire participation (majority and/or minority, direct and/or indirect) in newly established ship- owning company which will proceed with the acquisition of every vessel. The Group’s strategic choice, in the context of its activity in the shipping segment, is to take advantage of any opportunities presented in the acquisition of vessels in order to generate satisfactory income for the Group from the vessel operation as well as the respective fare agreements, combined with a potential resale in the future. It already participates indirectly with a percentage of 15% in 6 companies owning an equal number of vessels and directly with a percentage of 85% in a company owning one vessel (ROMA HOLDING LLC). The last acquisition was performed in March 2021, and since then, the Company has not made another investment due to the increase in its costs. On 30/3/2022, an amendment to the loan agreement was signed between Macquarie and Roma Holding LLC to convert the floating interest rate from Libor +margin to a fixed interest rate plus margin with a parallel, under conditions, reduction of the margin. Also with this amendment, the intermediate annual capital installments were reduced with an equal increase in the last installment (balloon payment). The above event particularly helped to contain the cost of borrowing given the increase in interest rates observed. The Cyprus-based sub-subsidiary of "TECHNICAL OLYMPIC S.A.", under the title "T.O. SHIPPING LTD" (a 100% subsidiary of the company T.O. INTERNATIONAL HOLDING LTD), collected from its subsidiaries in 2022 and specifically on 23/2/2022 the total amount of $ 1,027.5 million regarding dividend distribution of the 4th quarter 2021, following approval of the respective Board of Directors on 2/2. Moreover, in 2022, the total amount of $ 3.525 million regarding the distribution of corresponding dividends of quarters 1st, 2nd, 3rd of 2022 arising from the exploitation of the vessels, following approval by the respective Board of Directors on 25/5, 1/9 & 14/11 /2022. TOURISM In the tourism segment, the Group continued its operations through the company SAMOS MARINES SA, which operates the homonymous Marina in Pythagorio Samos. The Management intends to proceed with new investments in the marina area in order to increase its efficiency, taking advantage of the positive conductions prevailing in the segment. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 10 The parent company TECHNIKI OLYMPIAKI, as a holding company, will continue to monitor and coordinate all the Group companies, existing and those to be established, provide them with administrative, advisory and operational support, define and supervise the goals and projects that have undertaken to implement as well as to ensure the organic and functional synergy of the various branches. LOAN MANAGEMENT On 28/1/2021, the Group established the company PFC PREMIER FINANCE CORPORATION LTD, domiciled in Cyprus, which will operate through participation acquired in early 2022 in an already licensed company in Greece in the market of non-performing loans. More specifically, on 27/4/2021 the Cypriot company "PFC PREMIER FINANCE CORPORATION LTD" (100% subsidiary of TO INTERNATIONAL HOLDING LTD and consequently, a sub-subsidiary of "TECHNICAL OLYMPIC SA") agreed to acquire 50% of the Irish company "Mount Street Hellas Holdco Limited" from the Irish company "MOUNT STREET HELLAS INVESTMENTS LIMITED". The following companies are by 100% owned by the acquired company: • "MOUNT STREET HELLAS ADVISORY LIMITED", an Irish company established as a branch in Greece and • "MOUNT STREET HELLAS S.A.M.R.L.C", a Greek sole proprietorship licensed as a loan servicer. The agreement was completed as mentioned below at the beginning of 2022 and has no effect on the financial sizes of the closing year. With the acquisition, the company acquired 2 of 5 seats of the Board of Directors of the company "Mount Street Hellas Holdco Limited". The sub-subsidiary of "TECHNICAL OLYMPIC S.A." domiciled in Cyprus, under the title T.O. INTERNATIONAL HOLDING LTD acquired 100% of the shares of the Cypriot company "NOVAMORE Limited" from the Cypriot company "VEL INVESTMENT FUND AIFLNP V.C.I.C. LIMITED" on 5/1/2022 according to a private agreement. The company "NOVAMORE Limited" owns receivables arising from loan agreements secured by personal guarantee and collateral. The management of receivables arising from the loan agreements has been assigned to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The consideration for the acquisition of the above shares stood at € 12,500,000. On 01/12/2022, "TECHNICAL OLYMPIC S.A." acquired, from its 100% sub-subsidiary established in Cyprus under the title "NOVAMORE Limited", all the receivables arising from the loan agreements secured by personal guarantee and collateral. The management of receivables arising from the loan agreements has been assigned to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The consideration for the acquisition of the above assets stood at € 4,770,000. No profit or loss has arisen. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 11 REAL ESTATE MANAGEMENT In the context of the announced investment plan, on 9/2/2022, “TECHNICAL OLYMPIC S.A." participated in the auction of a three-story commercial building and two basement floors of total area 4,267 m2 on a plot of land of 4,570 m2, located at the 2nd km of Vari Avenue - Koropi in Koropi, Eastern Attica. The Company bid for €2,512,000 and based on the contract 13278 dated 6/4/2022, was registered under registration number 8862 on 15/4/2022 at the Attica Land Office. CONSTRUCTION SEGMENT Since the beginning of 2022, the Group continued its operations in the construction segment through the subsidiary "T.O. CONSTRUCTIONS S.A.", arising from the construction segment regarding the company PORTO CARRAS S.A., started on 30/09/2019 and completed on 11/05/2020, when it was contributed. The Group continued to make efforts to manage and financially terminate the projects that its subsidiaries had previously undertaken. The entire construction activity, from 30/09/2019 (date of split) onwards is carried out on behalf of the new company "T.O. CONSTRUCTIONS SA » which is registered in the register of Contractors in the 6th General Class after the re-examination process by the MEEP. The Group completed all the public works undertaken in Greece. On 31.12.2022, the contractual time (24 months) for the mandatory maintenance of the project "Settlement of Eschatia Stream section 1 (from Ilion square to the junction of Efpyridon pipeline)" expired, therefore the immediate start of the final acceptance procedures is expected (formation of a relevant committee, preparation and approval of final delivery protocol). Following the aforementioned approval, the performance guarantee letters will be returned in approximately 4-5 months. Regarding Nea Koiti Sperchiou - End of AK Roditsa of the PATHE axis which has been finally accepted on 16/08/2019, we note that on 14/01/2022 the 37th pre-final account amounting to € 1,373,049 was approved (excluding VAT), and collected on 01/06/2022. The construction company Τ.Ο. CONSTRUCTIONS S.A. completed the project: "Rehabilitation - Reconstruction of the section of the National Road Galicea Mare - Calafat", whose final acceptance is expected on17/07/2023. The company Aktor ATE following public tenders conducted by "EGNATIA ODOS SA" and under the contractual agreements as of 09.07.2004, 17.06.2005 and 21.07.2006 became (respectively) a contractor of the following public works: • “Egnatia Odos: Completion works of the section from Metsovo junction to Panagia junction (3.203.5.2), Contract code 1035) “ • "Egnatia Odos: Construction of Bridges C7 and C8 (3.5.102, Contract code 1111". ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 12 • "Egnatia Odos: Construction of a right branch from the exit of the Anilio tunnel to the exit of the Malakassi B tunnel (3.3 - 3.5.1, Contract Code 1122)". Thereafter, the contractor company (Aktor ATE) under the "back to back" type subcontracting contracts from 01.11.2004, 26.08.2005 and 21.12.2006, awarded to the societe anonyme under the title "MOCHLOS SA" (whose universal successor which is the company TO Constructions SA), the subcontracting execution of part of the works of the above main contracts. In the sections subcontracted by "MOCHLOS SA" disputes arose with the Project Owner (EGNATIA ODOS SA) regarding the measurement of the paid works, resulting in corresponding court disputes, which after the completion of the preliminary hearing, were brought to the Five-Member Court of Appeal of Larissa. In the context of the specific disputes, Num. 126/2018, 205/2018, 224/2018, 77/2019, 63/2020, 64/2020 and 65/2020 final decisions of the Five-Member Court of Appeal of Larissa (those Num. 63/2020, 64/2020 and 65/2020 have become irrevocable) were issued, partially accepting the respective appeals of AKTOR SA, and the relative amounts were awarded, according to the terms of the subcontracting contracts. Therefore, TO Constructions S.A. received the corresponding amount of € 3,446,898 in 4 installments – the last one on 16/12/2022 OTHER SIGNIFICANT DEVELOPMENTS FOR THE PERIOD Disposal of subsidiaries operated in PORTO CARRAS Group As announced on 15/4/2020, the shares of the companies operating in the PORTO CARRAS complex of HALKIDIKI were sold. The amount arising from the MoU, in which the group was valued on 31/12/2019 and was recorded in the item of the consolidated financial statements "Non-current assets held for sale" stood at € 229 million (gross value: € 276 million). On 15/4/2020, date of sale, the value of the group was adjusted to the final sale price, i.e. € 189 million (gross value: € 224 million). The final consideration will adjust the Initial Adjusted Transaction Consideration taking into account the inventory, cash and equivalents (+) and liabilities (-) of every transferred subsidiary determined by an independent consultant on 15/04/2020. In order to calculate the provisional result (loss of € 3.5 million - of which € 32.4 million in 2020), arising from the sale of these subsidiaries, in the Group’s Financial Statements, the initial adjusted transaction consideration has been taken into account deducting the amount paid for the repayment of loan obligations and deducting the liabilities of the subsidiaries that have been paid through the escrow account until the date of approval of the financial statements as well as the remaining amount to be paid for in the case of time shareholders. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 13 Regarding the calculation of the adjustment of the final price (Price Adjustment) of the transaction of the shares of PORTO CARRAS SA and KTIMA PORTO CARRAS SA, MARINA PORTO CARRAS SA and GOLF PORTO CARRAS SA and in accordance with the provisions of the relevant terms of the respective Share Purchase Agreement (SPA), on 5/4/2021 the Independent Advisor (IA) of the company DELOITTE delivered to the sellers (group of TECHNICAL OLYMPIC) and the acquirer (BELTERRA group) the Completion Statement as of 5/4/2021. According to the conclusion of the initial Independent Advisor (IA) dated 5/4/2021, from the total consideration of €168,887.34 k, €70,785.81 k should be deducted for financial and other obligations. Thus, the final consideration of the sale for the selling companies according to the conclusion amounts to €98,101.53 k. From the amount €70,785.81 deducted from the consideration, according to the conclusion of the initial IA, €47,823.11 have already been withheld, which concern financial obligations. An amount of €18,161.79 relating to other obligations has also been released from the escrow account in favor of the buyer. Therefore, based on the conclusion of the /initial IA, the buyer is expected to collect, from the escrow account, €4,800.91 k. From the total consideration €98,101.53 k according to the conclusion of the initial IA, the selling companies have already collected cash during the sale of €56,970.99 k. Moreover, €23,129.06 has been released from the escrow account in favor of the selling companies. Therefore, based on the conclusion of the initial IA, the sellers are expected to collect, from the escrow account, €18,001.48 k. As at 29/03/2023, a total amount of €22,549.1 k remains reserved in the escrow account to cover the receivables of the selling companies and the purchasing company. On 31/5/2021 the sellers and the acquirer submitted to the IA their objections against the aforementioned Completion Report. On 28/6/2021 the sellers informed DELOITTE and the acquirer that they are appointing as the 2nd Independent Advisor (Second Independent Advisor), the company PwC Business Solutions S.A. (PwC). On 29/6/2021 the acquirer informed DELOITTE and the sellers that it appoints Ernst & Young Single Member Societe Anonyme as the Second Independent Advisor. The start of cooperation of the three I.A., according to the relevant forecasts of SPA s, took place on 1/11/2021. It was considered, in view of the nature and peculiarities of the project, as a possible date for the issuance of the final completion statement, if there is a convergence of views, in the middle of March 2022. On 28/3/2022 based on the progress of the works are now considered as a possible date for the issuance of the final completion statement, if there is a convergence of views and without prejudice, at the end of April 2022. In any case, and given that the above estimate was not at all binding according to Deloitte (in particular, it stated that the completion of the project depended on a multitude of factors, but also on factors that also ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 14 concerned the 2nd independent consultants appointed by the parties), Deloitte would inform us by 10/06/2022 whether it is considered feasible to complete the 2nd phase. DELOITTE advised that it would complete its work by 10/06/2022 and that the remaining pending completion of the 2nd Independent Consultants phase did not depend on its own actions, but on EY's actions (in particular, comments were expected in seven cases from EY). On 21/07/2022 DELOITTE informed the two sides about the results of the 2nd phase of the three I.A. sending the relevant minutes of the meetings between them, informing at the same time that for 17 objections from the sellers and 6 objections from the buyer, the latter did not instruct EY to participate in the discussions on its behalf, with the result that these objections will not be examined at this stage by the three I.A. Of the remaining objections, minimal and of minor financial importance were unanimously accepted. On 27/07/2022, the sellers requested in writing from the buyer to jointly appoint KPMG as the 3rd IA, within 10 days from the aforementioned notification date of 21/07/2022 of the results of the 2nd phase, in accordance with the relevant conditions of SPA, i.e. until 31/08/2022. On 08/08/2022 the buyer, instead of another answer, proposed in writing to the sellers, before the appointment of the 3rd I.A., that a negotiation between the two parties should take place in order to limit the issues that remain pending, either due to their non-discussion (as above, due to own fault), or due to non-joint acceptance of the relevant objections on both sides, proposing a start date of the negotiation 28/08/2022. The sellers replied in writing that they agree to participate in this effort, suggesting 29/08 and 30/08/2022 as possible dates. On 31/08/2022, the buyer replied that it reserves the right to check the availability of its senior executives and shall get back. Since the buyer did not come back, on 08/09/2022 the sellers sent a reminder email. Until 21/09/2022 the buyer had not cooperated in the promotion of the procedure. Therefore, on 11.11.2022, the selling companies submitted an application to the International Chamber of Commerce (ICC) for its appointment of the third IA, in accordance with the more specific conditions provided for in the SPA. Following the above and after consultation with the purchasing company, on January 9, 2023, an NDA is signed between the sellers of the purchasing company and the 3rd IA (KPMG). Porto Carras time-sharing holders The former subsidiary of Porto Carras SA had been involved in litigation regarding the issue of time-sharing, concerning time-sharing holders (before Technical Olympic SA acquired it), who in the 1990s had bought a timeline that allowed them for 50 years to stay in rooms of the hotel VILLAGE INN for one week a year, which, when Technical Olympic SA Group bought from the NATIONAL BANK OF GREECE the shares of the company POTIDAIA SA (later PORTO CARRAS SA), it did not accept as these liabilities belonged to the liabilities and not to the transferable assets of the company placed under special liquidation of T.GE.A.E. The assets in question ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 15 had been transferred to the company POTIDAIA in the context of the special liquidation. Therefore, any claims made by time-sharing holders should have been settled during the special liquidation. A settlement has been achieved except for 6 cases of time-sharing holders who have not yet been compromised, of which one who, although had agreed, has not yet joined the partnership in the relevant procedure and five who have passed away and it has not been possible to find the final heirs (for four of them a renunciation of inheritance has been applied). It is to be clarified that based on the Share & Purchase Agreement (SPA) of PORTO CARRA as of 15/4/2020, the obligation to pay the amounts due to the time-sharing holders leaseholders falls on the selling companies. Termination and liquidation of the company Technical Olympic Airlines SA On 11/10/2022, an Extraordinary General Meeting of the shareholders was held and decided the termination and liquidation of the company and the appointment of the following liquidators: a. Ioannis Giannakopoulos, b. Konstantina Alexopoulou and c. Christos Zikos. The General Meeting authorized the liquidators to carry out an inventory report of the company's assets, to publish a balance sheet for the start of liquidation, which they should submit to G.E.MI., and to comply with all the publicity formalities required by Law 4548/2018, to complete the company’s pending affairs, to pay off its debts and satisfy creditors, to collect its receivables, to convert corporate property into cash, to pay surplus to the shareholders of the company and in general to perform any act necessary by law for realization of the objective of the company’s liquidation. The company’s liquidators presented with the liquidation management report the financial statements of the Company to the shareholders, for the period 1/1-18/10/2022. This report was prepared in accordance with Article 150 of Law 4548/2018. The company’s course of development is presented in the financial statements for the period 01/01-18/10/2022 as the basic financial sizes were formed as follows: • Turnover as well as gross results of the period 01/01-18/10/2022 as well as of the corresponding previous fiscal year 2021 were zero. • The company's results before tax for the period 01/01-18/10/2022 amounted to loss of € 6 k compared to loss of € 6.9 k in 2021. • Net results after tax of the company for the period 01/01-18/10/2022 amounted to loss of € 6 k compared to loss of € 6.9 k in 2021. On 19/10/2022, the decision of the G.E.MI. Service under num. 9977/19-10-2022 which approved the termination of the company was registered at G.E.MI. Following the registration of the decision, the FY 2022 ends on 18/10/2022 (1/1/-18/10/2022) and Start date of Liquidation is 19/10/2022. The Notice of Registration ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 16 of General Meeting Minutes for the approval and publication of Financial Statements 01.01- 18.10.2022 was posted in the G.E.MI. The next and final stage is the completion of the liquidation. The Liquidators aim to complete the liquidation within 2023. Significant events that took place and their effect on the 2022 financial statements. Treasury shares acquisition plan The Regular General Meeting held on 5/7/2022 approved a) revocation of the decision to acquire treasury shares as of 26.02.2021 and b) acquisition in accordance with Article 49 of Law 4548/2018 of treasury shares at a rate of up to 10% of the company’s share capital within a period of 24 months from the date of approval and with a price range from € fifty cents (€ 0.50) to € three (€ 3.00) per share. The shares are acquired for any legal purpose. In implementation of the above decision, the company, within 2022, acquired 601,047 treasury shares amounting to € 1,024,889.96 with an average acquisition price of €1.70. Thus, the company now holds 646,133 treasury shares, which correspond to 1.59% of its total shares. Auditor’s election The Regular General Meeting of the Company's shareholders as at 5/7/2022, decided, inter alia, the appointment of the auditing firm "GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS" for the audit of financial statements and the issuance of the corresponding tax certificate for the current corporate year 2022, based on the relevant proposal of the Audit Committee under Article 44, Law 4449/2017 GENERAL MEETINGS OF THE GROUP’S SUBSIDIARIES Τ.Ο. CONSTRUCTIONS S.A. On 29/8/2022, the Regular General Meeting of the shareholders, among other things, decided on the election of the auditing firm "GRANT THORNTON SA Chartered Accountants Management Consultants", for the audit of the financial statements as well as the issuance of the respective tax certificate for the corporate year 2022. SAMOS MARINES PORT AND MARITIME OPERATIONS - TOURISTIKI SA On 26/8/2022 the Regular General Meeting of shareholders decided, among other things on the following issues: 1. Appointment of the auditing firm " GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS", for the audit of the financial statements as well as the issuance of the respective tax certificate for the corporate year 2022 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 17 2. The unanimous replacement of the resigned member of the Board of Directors, Mrs. Vasiliki Routis, father’s name Anastasios, with Mrs. Styliani Stengou, father’s name Konstantinos, Civil Engineer – E.D.E., resident of Ano Kalamaki, Municipality of Alimos, Attica (Solomou 20), I.D. Num. P551433. 3. The other members of the Board of Directors and its term of office remain the same, as defined in the decision of the Regular General Meeting of the Company's Shareholders held on 24/08/2021. SECTION Β FINANCIAL DEVELOPMENT AND PERFORMANCE DURING THE REPORTING PERIOD The Group’s course of operations is reasonably presented in the Financial Statements as of December 31, 2022, as the key financial sizes were as follows: Consolidated turnover from continuing operations for the year 2022 amounted to € 13,971 million compared to € 6.816 million in the previous corresponding year 2021. The increase is due to the charter sales of the subsidiary ROMA HOLDING LLC. Respectively, corporate turnover in 2022 amounted to € 0.264 million compared to € 0.364 million in 2021. Consolidated gross results from continuing operations for the year 2022, were profitable and amounted to € 3.652 million against profit of € 0.356 million in the corresponding period 2021. Respectively, separate gross results for 2022 amounted to loss of € 0.527 million against loss of € 0.464 million of the comparative year. Consolidated EBITDA from continuing operations for the closing year 2022 were positive and amounted to profit of € 6.60 million against profit of € 1.16 million in 2021. Separate EBITDA for 2022 amounted to loss of € 1.73 million against loss of € 1.25 million in 2021. The Group’s financial cost increased from € 1.42 million to € 1.84 million while, respectively, the corporate level financial cost decreased to € 0.29 million from € 0.26 million. Consolidated EBT from continuing operations for 2022 amounted to profit of € 2.45 million against loss of € 2.33 million in 2021. Respectively, separate EBT for 2022 amounted to loss of € 1,97 million against loss of € 1.92 million in the comparative year. Consolidated earnings after tax for 2022 amounted to profit of € 1.30 million against loss of € 4.30 million in the comparative year, while respectively in 2022, separate net results after tax amounted to loss of € 2.27 million compared to loss of € 2.19 million in the comparative year. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 18 The Group’s total Equity amounted to € 190.25 million compared to € 154.35 million in the previous year 2021. Respectively, the Company’s total equity amounted to € 191.34 million against € 163.22 million in the previous year 2021. The Group’s total non-current assets increased to € 159.64 million compared to € 111.80 million in the previous year 2021, mainly due to the valuation of subsidiary ROMA vessel. Respectively, the Company’s total non-current assets amounted to € 204.25 million compared to € 164.25 million in the previous year 2021. The Company’s and the Group’s income tax from continuing operations mainly concerns deferred tax. The tax expense for the Group and the Company amounted to € 1.15 million and € 0.30 million, respectively, against tax expense of € 0.84 million and € 0.26 million respectively in the comparative period. Alternative Performance Measures Indicators (“APMIs”) In the context of implementing the Guidelines of the European Securities and Markets Authority (ESMA/2015/1415el) applied from 3 July 2016 to the Alternative Performance Measures Indicators (APMIs). Group Company PERFORMANCE RATIOS note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Net EBITDA / Equity 3,5% 0,7% -0,7% -0,8% Net results after tax / Total Revenue 9,3% -46,5% -758,2% -601,1% Net results after tax / Equity 0,7% -2,1% -0,9% -1,3% CAPITAL GEARING RATIO 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Equity / Total liabilities 492,9% 370,7% 777,7% 1006,5% DEBT RATIO 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Total liabilities / Total equity and liabilities 16,9% 21,2% 11,4% 9,0% Equity / Total equity and liabilities 83,1% 78,8% 88,6% 91,0% PROFITABILITY RATIO 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Gross Profit Margin: Gross profit (loss) / Total income 26,1% 5,2% -199,5% -127,4% Net EBITDA / Total income 47,2% 17,0% -655,7% -342,5% E.B.Ι.T.: EBIT / Total income 5,2% -26,3% -783,5% -409,1% E.B.T.: EBT / Total income 17,5% -34,1% -747,7% -528,3% E.A.T.: Earnings after tax / Total income 9,3% -46,5% -861,2% -601,1% Net Debt: 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Net Debt: -11.449.275 -18.250.208 10.731.661 -4.651.822 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 19 The Group uses Alternative Performance Measurement Indicators ("APMIs") in the context of decision-making regarding its financial, operational and strategic planning as well as for the evaluation and publication of its performance. These APMIs serve to better understand the Group’s financial and operational results and its financial position. Alternative indicators should always be considered in conjunction with the financial results prepared in accordance with IFRS and in no case replace them. When describing the Group's performance, the following indicators are used: The Group monitors performance through the analysis of key business segments. The Group evaluates the results and performance of each segment on a quarterly basis identifying timely and effective deviations from the objectives and taking the appropriate corrective measures. The Company's profitability is measured using internationally applied financial performance ratios: EBITDA (Earnings Before Interest Tax Depreciation & Amortization): The ratio adds to the "Earnings before interest, tax, depreciation & amortization" the total amortization and depreciation less amortization of grants. The higher the ratio, the more efficient the operation of the business. EBITDA from continuing operations for the Group in the year stood at profit of € 6.60 million against profit of € 1.16 million in 2021. Net Debt: The ratio deducts "Cash and Cash Equivalents" from the total Short-Term and Long-Term loan liabilities. SECTION C RELATED PARTIES TRANSACTIONS This section includes the most significant transactions between the Company and its related parties, as defined in International Accounting Standard 24. These transactions concern provision of business, consulting and management services, charging of business premises rent and other project costs. The benefits to the Management at Group and Company level relate to the remuneration of the members of the Board of Directors based on the decisions and approvals given by the General Meeting of Shareholders, while the remuneration of the executives is provided to the Group based on service contracts. All transactions take place under arm’s length basis as well as the transaction type. Intracompany sales and acquisitions for the period 01/01/2022-31/12/2022 and the respective comparative period 01/01/2021-31/12/2021 are analyzed as follows: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 20 Amounts in € ' THE GROUP THE COMPANY Revenue from sales of goods and rendering services 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Subsidiaries - - 273.080 372.413 Other related parties 1.600 1.600 1.600 1.600 Total 1.600 1.600 274.680 374.013 Amounts in € ' THE GROUP THE COMPANY Acquisitions and remuneration for receiving services 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Members of the BoD and key executives 708.928 633.708 360.630 284.219 Key executives 53.245 53.247 26.004 34.712 Total 762.173 686.955 386.634 318.931 Transactions with subsidiaries have been eliminated from the Group’s consolidated financial data. Among the Group’s subsidiaries there are revenues / expenses amounting to € 508 k. All transactions take place under arm’s length principle and according to the type of transactions. The analysis of intracompany receivables / liabilities as at 31/12/2022 as well as at 31/12/2021 is as follows: Amounts in € ' THE GROUP THE COMPANY Receivables 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Subsidiaries - - 4.179.220 4.097.827 Other related parties 706.308 711.446 22.454 17.593 Loans to related parties 340.910 - - - Members of the BoD and Key Executives 25.079 34.290 8.317 9.801 Total 1.072.297 745.736 4.209.991 4.125.221 Amounts in € ' THE GROUP THE COMPANY Payables 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Subsidiaries - - 8.524.360 7.922.643 Loans payable - - 8.000.000 Other related parties 159.255 159.255 - - Members of the BoD 304.542 226.841 214.507 166.923 Total 463.797 386.095 16.738.867 8.089.566 Among the Group’s subsidiaries there are receivables / liabilities amounting to € 27,748 k. No loans have been granted to members of the Board or to the Group executives and their families. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 21 SECTION D PROSPECTS FOR 2023 – MAIN RISKS AND UNCERTAINTIES The Company's Management has examined and evaluated alternatives of the Group's activity in new business segments both in order to utilize the increased liquidity of the Group from the Porto Carras tourist complex sale and take advantage of opportunities that will allow the Group’s profitability increase. The parent company TECHNICAL OLYMPIC, as a holding company, will continue to monitor and coordinate all the companies of the Group, existing and to be established, to provide them with administrative, consulting and operational support, to determine and supervise the objectives and undertaken projects, to coordinate the operations of various branches. The expansion of the Group's activity to the new business segments as well as further improving the Group's presence in the segments where it already operates will be carried out through its subsidiaries and sub-subsidiaries. More specifically, the Group Management decided to operate, domestically and abroad, in tourism, "green" energy, Real Estate (Investment and / or Development) and shipping segments. Taking into account the significant accumulated know-how available in management and operation of tourist complexes as well as in multiple activities, strong collaborations developed, all these years, with tour operators and other significant players in the tourism market, the Company Management will seek to explore and exploit investment and development opportunities in the tourism segment, domestically and abroad, which will allow the Group to reactivate in this, well-known, business segment. Moreover, in the context of the Group’s long-term operations in the construction segment, undertaking projects in both the private and the public segment concerning waste management / recycling will be examined. Following the evaluation of the positive prospects presented in the segment of "green" energy, the Company Management considers the Group’s operations in this segment as well. As part of its strategic planning for the expansion of the Group's operations in this segment, it will focus on examination, evaluation and acquisition of licenses or already licensed photovoltaic stations (PV) and licensed wind farms in order to proceed with their construction, completion and connection. It is to be noted that evaluation of any other arising investment opportunities that will relate to other forms of renewable energy (hydroelectric, biomass, etc.) will not be excluded. As far as the Real estate (investment and / or Development) segment is concerned, the Group considers exploiting the increased liquidity obtained taking advantage of the investment opportunities in the real estate ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 22 segment, both in Greece and abroad, in order to create long-term inflows or / and possible goodwill from potential future resale of every property. In the context of acquisition of existing hotel complexes, the Group established the company PFC PREMIER FINANCE CORPORATION LTD, domiciled in Cyprus, which will operate through a holding already licensed company in Greece in the market of non-performing loans. It is to be noted that the Group's interest in this market will mainly concern underlying assets / collaterals. The ultimate goal is to take advantage of any opportunities in the market of non-performing loans, which will be linked to assets of interest in the tourism segment and the real estate segment. Regarding the shipping segment, in September 2020, the TECHNICAL OLYMPIC Group already started its operations and will continue operating mainly regarding container vessels, without excluding in the future investment in other shipping segments. Regarding the Group’s operations in the shipping segment, the sub- subsidiary T.O. SHIIPING LTD has already been established, based in Cyprus, which is 100% controlled by T.O. INTERNATIONAL HOLDING LTD., 100% subsidiary of the Company. Sub-subsidiary T.O. SHIPPING LTD, in the context of the above planning for collaboration with other companies / investors (equity partners), founded the company T. SHIPPING INC, which, together with the company under the title Blue Container LTD, which is controlled by a foreign investment entity, founded the company Initiation Holding LLC, which founded companies for the acquisition of vessels (ship-owners) and in which as a result the Company, through this investment, holds 15%. This effort, considering the arising opportunities, will continue with the establishment of the companies that will acquire investment (majority and / or minority, direct and / or indirect) in newly established ship-owning company which will proceed with acquiring the vessels. The Group’s strategic choice, in the context of its operations in the shipping segment is to take advantage of any opportunities presented in acquisition of vessels so that such acquisitions could generate satisfactory revenue for the Group from the operation of every vessel and the respective fare agreements, combined with a potential future profitable resale. MAIN RISKS AND UNCERTAINTIES The Group operates in a highly competitive environment. Its specialized know-how as well as its increased investments in human resources and infrastructure development help the Group become more competitive in order to address the emerging conditions. New activities in Greece and abroad will be a significant growth leverage for the Group. FINANCIAL RISK FACTORS The Group is exposed to financial risks such as changes in exchange rate, interest rate, credit risk, liquidity risk and fair value risk due to changes in interest rates. The Group's overall risk management plan focuses on making ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 23 timely provisions for financial market trends and seeks to minimize their potentially adverse impact on the Group's financial performance. The central cash management service is responsible for the risk management, this service identifies and assesses financial risks in conjunction with the services addressing these risks. Prior to the relevant transactions, approval is obtained from the executives who have the right to commit the Group to its counterparties. FOREIGN EXCHANGE RISK Foreign exchange risk is the risk of fluctuations in the value of financial instruments, assets and liabilities due to changes in exchange rates. The Group operates internationally and is therefore exposed to foreign exchange risk arising mainly from the change in the exchange rate between USD, RON and Euro, due to the group 's activity in the Romanian market and in the shipping segment. This risk arises mainly from future trading transactions and liabilities in USD & RON. RON related risk is considered limited as the specific project has been completed. CREDIT RISK The Group is not exposed to concentrations of credit risk, with the exception of the construction segment where in recent years, due to adverse economic conditions in Greece, delays in collection from Public Works are longer and their collection time cannot be reliably determine. In order to cover these delays and ensure the necessary liquidity in case of extension of the above delay in the collection of revenues, the Group’s profit or loss may be affected. Due to the aforementioned, the Group Management, despite assessing the credit risk exposure as limited, is in constant contact with its financial consultants, in order to continuously determine the most appropriate policy to reduce or eliminate credit risk in an environment that is constantly changing. Amounts in € ' THE GROUP THE COMPANY Financial assets 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Cash and cash equivalents 28.079.967 37.930.931 529.390 8.731.129 Trade and other receivables 27.032.493 33.400.354 6.378.774 6.423.590 Financial assets measured at fair value through other comprehensive income 4.770.000 - 4.770.000 - Other long-term receivables 10.768.662 6.415.108 3.697.528 3.712.799 Total 70.651.122 77.746.394 15.375.692 18.867.518 LIQUIDITY RISK Liquidity risk management includes ensuring the existence of sufficient cash and cash equivalents as well as ensuring the creditworthiness of the Group during the year 2022 through large domestic or foreign organizations to cover the necessary working capital if deemed necessary. The Group manages its liquidity needs by carefully monitoring the debts, long-term financial liabilities, as well as the payments made on a daily basis. Liquidity needs are monitored on a quarterly basis. The medium-term liquidity needs for the next 6 months and the following year are determined quarterly. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 24 According to the current conditions, although the Group has loan obligations related to ROMA HOLDING LLC financing as well as Leasing contracts, it has a cash surplus, which allows it to securely plan its investments. More details are presented in the section of this report "Prospects for 2023". Amounts in € ' THE GROUP Debt as at 31/12/2022 Under 1 year 1 to 5 years Over 5 years Total Total long-term loans 3.091.378 7.861.103 - 10.952.481 Total short-term loans 1.630 - - 1.630 Finance lease liabilities 532.722 2.688.178 2.455.681 5.676.581 Total 3.625.729 10.549.281 2.455.681 16.630.692 Amounts in € ' THE GROUP Debt as at 31/12/2021 Under 1 year 1 to 5 years Over 5 years Total Total long-term loans 4.233.749 8.964.715 - 13.200.035 Total short-term loans 1.571 - - - Finance lease liabilities 870.258 1.875.256 3.735.175 6.480.690 Total 5.105.578 10.839.971 3.735.175 19.680.725 Amounts in € ' THE COMPANY Dept as at 31/12/2022 Under 1 year 1 to 5 years Over 5 years Total Total long-term loans - - 8.000.000 8.000.000 Total short-term loans 1.630 - - 1.630 Finance lease liabilities 520.078 2.467.925 271.418 3.259.421 Total 521.708 2.467.925 8.271.418 11.261.051 Amounts in € ' THE COMPANY Debt as at 31/12/2021 Under 1 year 1 to 5 years Over 5 years Total Total long-term loans - - - - Total short-term loans 1.571 - - 1.571 Finance lease liabilities 855.577 1.796.928 1.425.231 4.077.736 Total 857.148 1.796.928 1.425.231 4.079.307 RISK OF CHANGES DUE TO CHANGES IN INTEREST RATES The Group's operating income and cash flows are affected by changes in interest rates. The Group has no loans with a floating interest rate as of 31/12/2022. The Group does not have significant interest bearing assets and its policy is to secure credit lines from the cooperating banks in order to satisfy smoothly the projected development and expansion of the Group. In any case and due to the limited impact of changes in interest rates on the Group's operating income and cash flows, the Group Management assesses the exposure to this risk as low. In order to minimize its interest rate risks from its exposure to a floating interest rate Libor, which showed large fluctuations with increasing trends, the Company chose to convert it to a fixed interest rate. Thus, on 30/03/2022, an amendment to the loan agreement was signed between the creditor bank Macquarie and Roma Holding LLC on converting the floating interest rate into fixed interest rate. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 25 OPERATIONAL RISK FACTORS Risks from changes in conditions prevailing in the construction segment. Construction operations depend to a large extent on the course of the investment program in infrastructure projects implemented by the Greek state, the course of the EU financed projects and the course of development of the major road projects. Therefore, in the immediate future, the development of the financial results of the subsidiary "T.O. CONSTRUCTIONS S.A.", and consequently of the Group, is affected by the degree and the pace of implementation of the projects financed by the European Union as well as these countries’ Public Investment Programs. Future changes in the process of allocation of public or EU resources for infrastructure projects may significantly affect the operations and financial results of the Group and are not excluded. Risk of changes in fare prices The Group started operating in the shipping segment in the 4th quarter of 2020. Such operations can cause the risk of adverse changes in the fare prices, expected to be signed with the future customers. The Group continuously monitors the changes and takes appropriate action to minimize this risk through signing long-term leases. Risks associated with the good performance of construction projects. The construction projects undertaken by the Group companies include clear clauses regarding their sound and timely performance. The Company and the Group, through the subsidiary "T.O. CONSTRUCTIONS S.A.", has extensive experience and know-how in executing complex and large construction projects and until now no events or extraordinary expenses related to the execution of the projects occurred. However, the possibility of the occurrence of extraordinary expenses in the future due to unexpected events cannot be excluded, resulting in potentially adverse effects on the Group’s operations and financial results. Risks associated with the execution of projects by subcontractors. In many projects the Group's Company may need to outsource part of the project to third companies under the subcontracting regime. In these cases, the Group ensures signing agreements with the subcontractors which cover the obligation of the latter to correct any errors at their own risk, but it cannot be excluded, although it is considered unlikely, that in some cases subcontractors may fail to fulfill these obligations, with the consequence that these obligations ultimately burden the Group. Risks related to the legal status governing announcement, assignment, execution and supervision of public and private projects. The Group Company operations in the construction segment depend on the legislation governing both public works (announcement, assignment, execution and supervision) and the issues related to environment, safety, public health, labor and taxation. Actually, the Group has the size and infrastructure to effectively respond to ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 26 changes in the relevant legislation, one cannot exclude that future legislative amendments may cause, even temporarily, adverse effects on the Group's financial results. Risks arising from loss /damage to persons, equipment and the environment (insurance coverage). The Group's operations address risks that may arise from adverse events such as, among others, accidents, injuries and damage to persons (employees and / or third parties), damage to the environment, damage to equipment and property of third parties. All the aforementioned events are likely to cause delays or in the worst case to stop the project implementation. Of course, all the necessary precautionary measures are taken to avoid such negative events and at the same time the appropriate insurance policies are established. However, it cannot be neglected that the amount of the Group companies liabilities from such negative events may exceed the insurance indemnities it will receive, and – as a consequence – a part of these arising liabilities will be required to be covered by the Group companies. Usually the insurance coverage covers the cost of repairing design or construction defects. However, in some cases this coverage may not be enough to cover all the warranty requirements for which manufacturers are responsible and which is usually costly. Although the Group usually requires subcontractors to compensate it for any defects that may occur, it cannot always impose such compensation on the contracts signed. For this reason, the cost of insurance coverage and non-settlement of insurance claims can adversely affect its operating results. Risk of effects of COVID-19 pandemic EU and its Member States are working together to strengthen national healthcare systems and limit the spread of the virus. At the same time, EU and its Member States are taking action to mitigate the socio- economic impact of the COVID-19 pandemic and support the recovery. The EU's response to the COVID-19 pandemic focuses on the following priorities: • limiting the spread of the virus • ensuring the provision of medical equipment • promoting research into treatments and vaccines • supporting employment, businesses and the economy • The European Council regularly returns to the issue of COVID-19. EU leaders agreed to continue coordination efforts at EU level, focusing on: • strategies for testing and using rapid antigen tests • mutual recognition of diagnostic tests ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 27 • cross-border contact tracing • quarantine settings • development, manufacture and distribution of vaccines against COVID-19 • interoperable digital vaccination certificates Until June 2022, 86% of the adult population of the EU had been fully vaccinated. However, the coronavirus has reached explosive proportions in China, causing concern about a global pandemic wave. At the same time, there is still an inability to estimate the timing of the transformation of the pandemic form of the virus into an endemic one and the time point of return to the pre-coronavirus era. The Group continues to take all necessary measures aimed at protecting the health of all its employees to limit the spread of the virus in all workplaces. In particular: • Continue to follow procedures regarding staff, in particular with the aim of minimizing direct contact, while daily temperature measurement and control of mask use is carried out on all staff. • In the context of teleworking and where possible, employees have the opportunity and are encouraged to work remotely with the support of the relevant information systems and equipment and the use of the necessary tools and software. A procedure of participation in business meetings was implemented and the use of means such as communication with telephones, teleconferences and e-mail was promoted and the employees are obligated to be equipped on a daily basis with means of protection (protective masks) as well as disinfectants. The risk is generally assessed as real, and the Company adapts immediately to health-related developments. Following the disposal of PORTO CARRAS, the Group has now disengaged from both the hotel and the casino operations, and therefore, the impact of the pandemic has been minimized, however, as mentioned above, it significantly affected the final consideration of this transaction. The Company Management closely monitors the developments on a daily basis, evaluates and takes all the measures deemed necessary to limit the impact, protect the employees and maintain the business activities of the Company and the Group at satisfactory levels in order to be affected as little as possible the Group’s and the Company’s financial position, financial performance and results. SECTION Ε NON-FINANCIAL INFORMATION. LABOR ISSUES. a) Diversity and equal opportunities policy. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 28 Technical Olympic Group is committed to providing equal opportunities to all the employees and candidates, at all levels of the hierarchy, regardless of race, color, religion, origin, gender, sexual orientation, age, disability, marital status, or any other characteristics, protected by law, and it expressly prohibits any discrimination or harassment based on these matters. All the decisions regarding recruitment, promotion, training, performance appraisal, remuneration and benefits, transfers, disciplinary misconduct, and termination are free from any unlawful discrimination. The Group does not hire employees younger than the legally prescribed age. It also opposes the use of forced or compulsory labor. The Group's policy in this domain is based on the OECD Guiding Principles or the International Labor Organization (ILO). Non-financial performance ratios LABOR RATIOS 2022 2021 Employment Rate of full-time employees staying at work 78,43% 73,08% Movement ratio (turnover) 21,57% 26,92% Education & development Man-hours of training 21 25 Total education cost € 1220 € 250 Employment assessment rate 0,00% 0,00% Human Rights Rate of women in direct employment 42,00% 36,54% Rate of women in key executive position 9,52% 5,26% Rate of young employees < 30 years in direct employment 8,00% 1,92% b) Human Rights, Training Systems and trade union freedom. The biggest investment of Technical Olympic is its human resources, which is the driving force for its development and evolution. There is respect for workers' rights and observance of labor legislation. The Group has as a priority the development of its people and their evolution. Through institutionalized procedures, the best employees are promoted and undertake broader duties or higher positions, thus ensuring their development, meritocracy and the success of the Group. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 29 The Group recognizes and promotes a healthy work life balance, while respecting the commitments made by its employees outside the work environment. It recognizes the right to rest and leisure and faithfully follows the laws applied in every facility where it operates, regarding the mandatory leave days, the days of pregnancy and maternity leave as well as other leave related to family obligations, or cases of force majeure. The Group supports its people in learning, growing and achieving their goals and provides them with a calm working environment. It implements development training programs, in which all the employees can participate in order to improve their skills, their continuous professional development and their better response. Technical Olympic, consistent with its principles for the provision of quality products and services always with respect for people and the environment, ensures that the staff of all the Group companies enjoys the appropriate working conditions. At the same time, this way, Technical Olympic achieves the optimal efficiency and productivity that support the development plans and the investment strategy of the Group. c) Health and Safety. Creating a healthy and safe environment at work, through coordinated effort of management and staff, is a key priority, as it effectively contributes to the development and progress of the Group. Therefore, the Group steadily invests in this area. The main measures taken by the Group are as follows: ▪ Conducting health and safety risk assessments. ▪ Conducting systematic measurements on the quality of air conditioning (cooling - heating), noise level and the suitability of lighting in its facilities. ▪ Preparing an emergency management plan, office evacuation plan and has developed special teams of staff responsible for implementing the plan and conducting evacuation training twice a year. ▪ Training and regularly informing employees on fire safety, emergency management, first aid (there is a special team trained and certified in KARPA and the use of defibrillators that exist in the company's offices). ▪ Moreover, a group employee insurance program exists. Environmental issues. In order to fully cover its energy needs and rationalize its energy costs, the company installs photovoltaic systems, supporting the use of Renewable Energy Sources in line with its ecological consciousness by reducing its carbon footprint. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 30 At the same time, the Group's investments, through banks, are made in a portfolio that includes only sustainable investments. Construction segment The Company’s environmental policy in the construction segment includes full observance and implementation of all the approved environmental conditions that have been defined for every project undertaken. Approved environmental conditions are mainly determined by the competent bodies of the State, which act as Owners of the Projects constructed by the Company, without the Company being involved in the relevant approval procedures. However, as the project contractor, the Company is under obligation to fully comply with them. Moreover, in terms of accompanying (according to the environmental legislation) projects of the main projects undertaken, the Company, is responsible for determining and approving the environmental conditions that must be applied. In this process, it cooperates with the expert consultants - environmentalists, who propose the specific terms and the Company supervises the approval process performed by the competent environmental authorities. Obviously, once the terms have been determined, the Company remains responsible for their observance and implementation. Indicatively, observance of the environmental terms and conditions and the measures taken and implemented by the Company, in accordance with the Greek legislation, concern the following areas: i. Excavations are limited to what is absolutely necessary and any vegetation damage is kept to a minimum. The extraction and transport of other aggregates outside the project area is prohibited. Vegetable land is collected and stored for use in restoration works. ii. The required materials (embankments, aggregates) are obtained either from active quarries in the area or from quarries - loan chambers established by the Company, obtaining any required permit. iii. Excavation products are used as a priority to meet the various needs of the project, minimizing the deterioration of the existing soil morphology. Any surplus excavation products and non-hazardous construction waste are managed in accordance with the relevant ministerial decisions. iv. The smooth flow of rainwater is ensured and the rainwater collection wells affected by the project are cleaned, in order to avoid floods in case of rainfall. All the necessary measures are taken so that streams or ditches are not embanked, especially during periods when there is a serious possibility of adverse weather events. v. All the necessary measures are taken to reduce the emissions of particulate matter as much as possible, through wetting of the excavation sites according to the prevailing meteorological conditions, coverage of trucks transporting aggregates and excavation products, proper maintenance of construction vehicles, washing of tires dust and other debris on public roads, etc. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 31 vi. All fire protection measures are taken in case of fire and minimization of risk of its transmission to adjacent areas, especially those of forest nature. vii. All kinds of waste, useless materials, etc. are collected and are disposed in accordance with the effective provisions. viii. It is completely forbidden to dispose old / used oils on the ground, which is done in specially designed tanks. In any case, for their management, the provisions of the respective presidential decrees are applied. ix. Following the completion of the construction works of the project, any kind of construction site is removed and the affected areas are restored as provided for in the approved environmental conditions. x. An appropriate noise measurement program is implemented in order to identify cases where the upper limits set by the environmental conditions are exceeded and to take the appropriate corrective measures. xi. An appropriate program for the measurement of gaseous pollutant emissions is implemented, in order to identify cases where the upper limits set by the environmental conditions are exceeded and to take the appropriate corrective measures. Even in cases of projects that - due to their size or small impact on the environment - do not have approved environmental conditions, the Company applies almost all of the above practices, in order to fulfill its basic commitment to protect the natural environment in any construction activity undertaken, private or public. SOCIAL REPORTING The Group’s contribution at technological level, at social infrastructure level, as well as at socio-economic level is significant. The Company invests in ongoing training and education of its people, in order to be able to meet the modern business requirements and developments, provide quality products and services that meet the requirements of the market and at the same time - promote values, which serve the entire society and protect the environment. In addition, its employees are getting acquainted with the new technologies through ongoing seminars and trainings in the context of the social role. SECTION F CORPORATE GOVERNANCE STATEMENT This Corporate Governance Statement is prepared in accordance with Article 152 of Law 4548/2018 as effective and Article 18 of Law 4706/2020 as effective. Introduction ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 32 The term "corporate governance" describes how companies are managed and controlled. Corporate governance is articulated as a system of relations between the Company's Management, the Board of Directors, shareholders and other stakeholders, it constitutes the structure through which the Company's objectives are approached and set, the means of achieving these objectives are determined and it is possible to monitoring the performance of the Management during the implementation procedures of the above. In Greece, the corporate governance framework has been developed mainly through the adoption of mandatory rules, such as Law 4706/2020 which, among other things, impose the participation of non-executive and independent non-executive members on the boards of Greek companies whose shares are listed on organized market in Greece, the establishment and operation of an internal control unit and the adoption of internal operating regulations with minimum mandatory content in accordance with the above provisions. In addition, other legislative acts incorporated the European company law directives into the Greek legislative framework or implemented European regulations, creating new corporate governance rules, such as Law 4449/2017, which imposes, among other things, the operation of an audit committee and Law 3884/ 2010 regarding shareholder rights and additional corporate disclosure obligations to shareholders in the context of their General Meeting preparation as well as significant disclosure obligations regarding, among other things, the ownership status and governance of a company. Finally, the law on societe anonymes (L.4548/2018) includes the basic rules of corporate governance of societe anonymes. On July 17, 2020, Law 4706/2020 was published in Government Gazette A' 136/17-07-2020 ("Corporate governance of societe anonymes, modern capital market, incorporation into Greek legislation of Directive (EU) 2017/828 of the European Parliament and of the Council, measures to implement Regulation (EU) 2017/1131 and other provisions"), the provisions of Articles 1 - 24 of which, in accordance with Article 92 par. 3 thereof, entered into force twelve (12) months after publication in the Government Gazette, i.e. on 17/07/2021, unless otherwise specified in the separate provisions. With this law, changes were made to the current statutory corporate governance regime and new provisions were introduced. 1. Hellenic Corporate Governance Code 1.1 Notification of the Company's voluntary compliance with the Corporate Governance Code The Company decided to adopt the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (HCGC) for Listed Companies (hereinafter referred to as the "Code"). This Code can be found on the HCGC website, at the following email address: https://www.esed.org.gr/web/guest/code-listed. Apart from the HCGC website, the Code is available to all staff and in printed form at the Financial Services Directorate as well as on the official website of the Company at the following email address: https://techol.gr/uploads/files/enimerosi_ependiton/2023/to_kodikas_etairikis_diakivernisis_2021.pdf 1.2 Deviations from the Corporate Governance Code and their justification. Special provisions - practices of the Code for listed companies - which the Company does not apply and explanation of the reasons for non-application. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 33 The Company certifies with this declaration that it applies the mandatory provisions of the Greek legislation which form the minimum requirements that must be met by any Corporate Governance Code, applied by a company whose shares are listed only on an organized market in Greece. These minimum requirements are incorporated as of the date hereof in the above Code, which the Company has adopted and applies. The Code, however, contains, in addition to the minimum requirements, a series of special practices from which deviations are allowed, on a case-by-case basis. The Company deviates or does not apply in its entirety certain provisions of the Code concerning "Special practices for listed companies", to the extent that this is permitted by the current legislation. These deviations are detailed below. Hellenic Corporate Governance Code Explanation / Justification of deviation from the specific practices of the Greek Corporate Governance Code 1.16 The Board of Directors internal regulations are drawn up in compliance with the principles of the Code or otherwise explaining the deviations. The Board of Directors internal regulations deviate from the following Code principles: 2.2.21, 2.2.22, 2.2.23, 2.4.14 and 3.3.4. based on the justifications, presented below. 2.2.21 The Chair shall be elected by the independent non- executive members. In the event that the Chair is elected by the non-executive members, one of the independent non- executive members shall be appointed, either as vice-chair or as a senior independent member (Senior Independent Director). The company applies articles of Law 4706/2020 and Law 4548/18 regarding the position of the Chainman and the Vice Chairman. In particular, the Chairman of the Board has been elected by the executive members while the Vice Chairman - by the non-executive members. The Company places special emphasis on the role of Mr. Stengos as President of the Company and executive member. 2.2.22 The independent non-executive Vice-Chair or Senior Independent Director shall, as appropriate, have the following responsibilities: to support the Chair, to act as a liaison between the Chair and the members of the Board of Directors, to coordinate the independent non-executive members and lead the evaluation of the Chair The Vice Chairman is not an independent member of the BoD and due to the limited number of its members, the company considers that it is not necessary to appoint a senior independent director. 2.2.23 Where the Chair is an executive, then the independent non-executive vice-chair or the senior independent member (Senior Independent Director) shall not replace the Chair in his executive duties. The Vice Chairman does not replace the Chairman in his executive duties. 2.4.14 The contracts of the executive members of the Board of Directors provide that the Board of Directors may require the refund of all or part of the bonus awarded, due to breach of contractual terms or incorrect financial statements of The remuneration policy of the Board of Directors does not provide for granting bonuses. This article is therefore not applicable. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 34 previous years or generally based on incorrect financial data, used for the calculation of this bonus 3.3.4 The Board of Directors collectively, as well as the Chair, the Chief Executive and the other members of the Board of Directors are evaluated annually for the effective fulfillment of their duties. At least every three years this evaluation shall be facilitated by an external consultant. The Company carries out the statutory assessment of the suitability of its BoD members. In this context, it does not consider necessary at this stage to facilitate evaluation of BoD members by an external consultant every 3 years. Board of Directors Role and responsibilities of the Board of Directors At the beginning of every calendar year, the Board of Directors adopts a calendar of meetings and an annual action plan, which can be revised according to the needs of the Company, as all its members are residents of the prefecture of Attica, it is easy to convene and hold a meeting of the Board of Directors, when it is required by the Company or the law, without the existence of a predetermined action plan. (1.17) Size and composition of the Board of Directors - The Company ensures diversity among the members of the Board of Directors. For senior managers, the aim is, taking into account the market data and the Company‘s needs, to cover future openings/replacements of positions, with corresponding managers to balance the diversity percentage represented. (2.2.15). - No restrictions are placed on the members of the Board of Directors in the number of seats they hold on the boards of directors of other companies, as the adequacy of the available time is considered during the election (2.2.17 & 2.2.18). - The Chairman of the Board of Directors is an executive member of the Board of Directors and is elected by the Board of Directors. The Articles of L. 4706/2020 and L. 4548/18 are followed for the position of the Chairman as well as that of the Deputy Chairman. In particular, the Chairman of the Board of Directors has been elected by the executive members, while the Deputy Chairman is elected by the non-executive members. The Company places special emphasis on the role of Mr. Stengos as the Company's chairman and executive member (2.2.21). - The members of the Committees are appointed for a period equal to the term of office of the members of the Board of Directors. Re-appointment of Committee members is always possible. There is no provision not to exceed nine (9) years in total for the participation of (non-independent) members in the remuneration and nomination committee. (2.3.12 & 2.4.11). The general remuneration of the Chairman of the Board of Directors, the Managing Director as well as the members of the Board of Directors, executive and non-executive, are provided for by the Remuneration Policy approved by the Annual General Meeting of the Company's shareholders as of 15/07/2021, specified by the proposals of Remuneration Committee and the decisions of the Board of Directors and are adequately disclosed in the financial statements, according to IAS 24 and in the Remuneration ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 35 Report that the Company is obliged to publish annually according to Law 4548/2018, on which the General Meeting discusses and votes in an advisory capacity. No "compensation package" has been agreed upon for any member of the Board of Directors. Operation of the Board of Directors - No provision is currently existing to support the Board of Directors in the exercise of its operations by a competent, specialized and experienced corporate secretary, as its basic duties are fully served by other services of the Company (3.1.5, 3.2.1 & 3.2.2). - the Board of Directors performs a self-assessment annually. The procedure does not provide for the separate evaluation of the members of the Board of Directors and the evaluation of the committees, except during the selection, replacement or renewal of the members of the Board of Directors (2.2.22, 3.3.4, 3.3.5, 3.3.8, 3.3. 10, 3.3.12, 3.3.14). 1.3 Corporate governance practices implemented by the Company in addition to the provisions of the law The Company does not apply other practices in addition to the provisions of the current legal framework related to corporate governance. 2. Main Characteristics of the Internal Control and Risk Management Systems in Relation to the Preparation Procedure of the Financial Statements and Financial Reports. The Company has an adequate and effective Internal Control System, which consists of all internal control mechanisms and procedures, including risk management, internal control and regulatory compliance, and covers on an ongoing basis every activity of the Company and contributes to its safe and effective operation. The Company's Internal Control System aims at the following, in particular, objectives: a) consistent implementation of the business strategy, with the effective use of available resources. b) effective operation of the Internal Control Unit, whose organization, operation and responsibilities are defined in the law and in its Operating Regulations. c) effective risk management, through identification and management of the essential risks associated with the business activity and operation of the Company. d) ensuring the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements, as well as its non-financial statement, in accordance with Article 151 of Law 4548 /2018. e) the effective compliance of the Company with the regulatory and legislative framework, as well as the internal regulations governing the operation of the Company (regulatory compliance). The Board of Directors ensures that the operations constituting the Internal Control System are independent of the business areas they control, and that they have the appropriate financial and human resources, as well as the powers for their effective operation, in accordance with what their role dictates. Reporting lines and division of responsibilities are clear, enforceable and properly documented. The Company's Internal Control Unit checks the correct implementation of every internal control procedure and system, regardless of their accounting or non-accounting content, and evaluates the company through a review of its ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 36 operations, acting as a service to the Management. Its main mission is to monitor and improve the operations and policies of the Company and its subsidiaries (hereinafter the "Group") and to provide advisory support by submitting relevant proposals to the Board of Directors regarding the Internal Control System. Moreover, the Internal Control Unit aims to provide reasonable assurance to shareholders for the achievement of the Group's goals and objectives. The Head of the Internal Control Unit meets all the formal and material selection criteria provided by the legislation. The Internal Control System aims, among other things, to ensure the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and production of reliable financial statements. The Company, in relation to the process of preparing the financial statements, states that the financial reporting system of the Issuer uses an accounting system that is sufficient for reporting to management, as well as to external users. Both the administrative information and the financial information to be published include all the necessary information about an up-to- date internal control system that includes analyzes of sales, costs/expenses, operating profits and other data and indicators. All reports to management include the current period's sizes compared to those of the corresponding period of the previous reporting year. All the published interim and annual financial statements include all the necessary information and disclosures on the financial statements, in accordance with the International Financial Reporting Standards, as adopted by the European Union, reviewed by the Audit Committee and approved in their entirety respectively by the Board of directors. Controls are applied regarding: a) identification and assessment of risks regarding the reliability of the financial statements, b) administrative planning and monitoring regarding the financial sizes, c) prevention and disclosure of fraud, d) roles/responsibilities of executives, e) closing procedure including integration (e.g. recorded procedures, accesses, approvals, agreements, etc.) and f) securing the data provided by the information systems. The preparation of the internal reports to the Management and the reports required by Law 4548/2018, the International Financial Reporting Standards and the supervisory authorities is done by the Financial Services Directorate, which has suitable and experienced staff for this purpose. The Management ensures that these executives are properly informed about the changes in the accounting and tax matters concerning the Company and the Group. The Company has established separate procedures for the collection of the required data from the subsidiary companies and takes care of the agreement of the separate transactions and the application of the same accounting principles by the Group companies. The purpose of the Company's Risk Management Unit is, through appropriate and effective policies, procedures and tools, to assist the Board of Directors in the identification, evaluation and management of material risks associated with the business activity and operation of the Company and the Group, adequately and effectiveness. The purpose of the Company's Regulatory Compliance Unit is to assist the Board of Directors in the full and ongoing compliance of the Company with the effective legislative and regulatory framework and the internal Regulations and Policies governing its operation, offering at all times a complete picture of the degree of achievement of this purpose. General Meeting of Shareholders and rights of shareholders ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 37 The General Meeting of the Company's shareholders is, by law, its supreme body and is entitled to decide on every case concerning the Company. It is convened and operates in accordance with the provisions of the Articles of Association and the relevant provisions of Law 4548/2018, as effective. The Company proceeds with the prescribed publications, and generally takes the necessary measures for the timely and complete information of the shareholders for the exercise of their rights. The latter is ensured through the publication of notices of General Meetings and their posting on the Company's website, the text of which includes an analysis of description of shareholders' rights and how to exercise them 2.1 General Identification, evaluation, measurement and management of risks: The identification and assessment of risks is mainly done during the preparation phase of the strategic planning and the annual business plan. The topics examined vary according to market conditions and include indicative developments and trends in the markets where the company operates or constitute significant sources of raw materials, technological changes, macroeconomic indicators and the competitive environment. The Board of Directors conducts an annual review of corporate strategy, key business risks and internal control systems. The Board of Directors (the "BoD") believes it’s of utmost significance to focus on internal control and risk management systems which are monitored, inter alia, through the regular reports. The BoD policy aims at installing and maintaining the systems optimizing the ability to manage risks effectively. The Board of Directors is responsible for identification, evaluation and monitoring the risks addressed by the Company as well as their management. In addition to the regular reviews of the the risk management performed, the BoD is informed by its executive members and key executives about the existence of control issues or events, which could potentially have significant financial and business consequences. The Board of Directors receives quarterly reports on the financial and operational conditions in every business unit and operating segment. The reports and financial information are based on a standard procedure, and are examined to facilitate that the decisions of the Board of Directors are implemented by the executive members and key executives of the Company. a) Review procedure. The BoD receives regular reports from the Audit Committee and the internal audit service regarding the operation of the internal control systems. These reports, combined with the Board of Directors’ review during the year of the issues described below, allow the BoD to formulate its views on the effectiveness of the systems. The Board of Directors reviews the internal control and risk management systems of the Company on a regular basis: • Designing the Company’s business strategy as well as business operations and sectors with medium-term and medium-long-term estimates. A key point in this procedure is the review of business risks and opportunities and the measures taken to manage them. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 38 • Evaluating and reviewing on a regular basis the operational and financial performance as well as the current developments in the current period. In this context, these returns are compared with the results of previous years in order to adopt action plans to optimize operational and financial performance. • Performing, at least annually, updates and where necessary a review of the Company's risk management and security programs. • Evaluating and controlling the systems and procedures regarding the submission of reports and the preparation of the separate and consolidated financial statements. • Evaluating and developing the operation of its business segments. Systems and procedures of control and risk management include: • Generation, development and implementation of unified accounting applications and procedures. • Procedures to restrict accessibility and change of the accounting plan used, in order to secure its integrity. • Policies, both for the Company and the departments, governing maintenance of the accounting books, presentation of the transactions as well as the main financial audit procedures. • Closing procedures which include submission deadlines, responsibilities, classification of accounts and notification of required disclosures. • Procedures to ensure that transactions are recognized in accordance with International Financial Reporting Standards. • Review, on a regular basis, of the accounting principles and policies implemented and ensure that they are updated and communicated to the appropriate staff. • Application of appropriate forms of corporate reporting, both for financial reporting purposes and for administrative information purposes. • Conducting, on a monthly basis, analysis of discrepancies between actual, budgeted and comparative results to identify unusual transactions and to ensure the accuracy and completeness of the results. • Policies and procedures for significant agreements, inventory procedures, payment procedures. • Preparation, on a monthly basis, of detailed information, both at separate, per activity / subsidiary, and at a consolidated level to the Management b) IT Systems. The IT systems that have been developed are designed to support the long-term goals of the Company and are managed by the IT Manager with a professionally trained Information Systems Management Outsourcing Team. Appropriate policies and procedures are implemented that cover important areas of the business. Some of the most significant procedures applied throughout the Company are the following: Safety Procedures: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 39 a) Backup (Daily - Monthly - Annual) b) Restoration Procedure c) Disaster Recovery Plan (procedures to be followed in case of disaster) d) Server room security e) Incident Log Protection Procedures: a) Antivirus Security b) Ε-mail Security c) Firewall However, the Company has identified weaknesses in the management of user access and passwords as well as weaknesses in the information security governance framework (eg password management policy, there is no written process where changes are requested, implemented and controlled by end users, i.e. ticketing system) and prepares a plan to solve them. Moreover, it has gradually planned to upgrade the outdated software systems (indicatively Windows Server 2003R2, Windows Server 2012R2, MS SQL 200 Planning and monitoring / Budgeting: The Company’s course of development is monitored through a financial budget. The development of the Company's financial sizes largely depends on external factors such as energy prices, building materials and other market factors. For this reason, the budget is adjusted to take these changes into account. The Company's Management monitors the development of the Company's financial sizes through regular reports, as well as meetings of the management team. Adequacy of Internal Control System: The Company's Management has designed and carries out ongoing supervisory operations, which are integrated into the Company's operation ensuring the Internal Control System maintaining of its effectiveness over time. The Company also conducts regular separate assessments regarding the Internal Control System suitability, which are primarily implemented through the Internal Control Service. The Company has an independent Internal Control Service, which, among other things, ensures that the risk identification and management procedures implemented by the Company's Management are adequate, ensures the effective operation of the Internal Control System and the quality and reliability of the information provided by the Management to the BoD regarding the Internal Control System. The adequacy of the Internal Control System is monitored on a systematic basis by the Audit Committee through two-way communication with the Internal Control Service. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 40 Prevention and suppression of financial fraud: In the context of risk management, the areas considered to be at high risk for financial fraud are monitored with appropriate control systems and correspondingly increased security measures. Indicatively, the existence of an organizational chart, operating regulations, as well as detailed procedures and approval limits is mentioned. Also, in addition to the control mechanisms implemented by every department, all the Company's operations are subject to controls by the Internal Audit Service. Internal Regulation of Operation: The Company has prepared relevant Internal Operating Regulations, which have been approved by the Board of Directors. Within the framework of the Regulation, the responsibilities of the basic jobs are also defined, thus promoting the adequate separation of responsibilities within the Company. Controls in information systems: The Company has developed a monitoring and control framework for its information systems, which is defined by separate control mechanisms, policies and procedures. Among them is the determination of specific access rights for all employees depending on the position and role they hold, while a relevant log of access to the Company's systems is also kept. 2.2 Financial statement preparation procedure controls As part of the preparation procedures of the Company's financial statements, specific controls exist and operate, which are related to the use of tools and methodologies commonly accepted based on international practices. The main areas in which controls operate related to the preparation of the Company's financial reports and financial statements are the following: Organization - Distribution of Responsibilities - The assignment of responsibilities and authorities both to the Company's senior management and to its middle and junior executives, ensures strengthening of the effectiveness of the Internal Control System, while preserving the required distribution of responsibilities. - Appropriate staffing of the financial services with people who have the required technical knowledge and experience for the responsibilities assigned to them. Accounting monitoring and preparation of financial statements procedures - Existence of accounting policies and monitoring methods. - Training and information of the personnel involved in the preparation of the Financial Statements. - Automated reviews and verifications carried out between the various information systems while requiring special approval of accounting treatments of non-recurring transactions. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 41 - Management's judgments and estimates required for the preparation of the financial statements are reviewed in every financial reporting period, in relation to the identified risks. Internal control procedures of the financial statements - Internal control ensures the completeness and reliability of the data and information required for the accurate and timely determination of the Company's financial position and the preparation of reliable financial statements, as well as its non-financial statement, in accordance with Article 151 of Law 4548/2018. The preparation procedures of the financial statements are designed so as to confirm with specific procedures the Management’s assertions against third parties and external auditors on the separate funds of the financial statements, which are as follows: Regarding the Balance Sheet, the existence and ownership of the data, completeness, measurement and classification in accordance with the accounting framework. As far as the Results is concerned, the existence of transaction, accrual accounting, completeness, accuracy and classification based on the accounting framework. Asset Control Procedures - Existence of controls for fixed assets, inventory, cash - checks and other assets of the Company, such as indicatively physical security of the cash register and warehouses, inventory and comparison of the counted amounts with those of the accounting books, adequate security of assets and others. 3. Board of Directors 3.1. Composition and mode of operation of the Board of Directors The role, authorities and relative responsibilities of the Board of Directors are described in the Company's Articles of Association (Articles 10-16), and additionally in the Board of Directors' Operating Regulations and the Company's Internal Operating Regulations. The Company’s Management and Representation The Company is managed by the Board of Directors consisting of executive and non-executive members. The Board of Directors consists of five (5) to fifteen (15) members. The current Board of Directors of the Company has seven members of four-year term. It was elected by the Extraordinary General Meeting held on 15/07/2021, constituted in a body by the decision of the board of directors as of 15.07.2021. The Board of Directors members status as executive or non-executive is defined by the Board of Directors (Article 5, Law 4706/20). The independent non-executive members are elected by the General Meeting or appointed by the Board of Directors in accordance with par. 4 of Article 9 of Law 4706/20, they do not fall short ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 42 of one third (1/3) of the total number of its members and, in any case, is not less than two (2). If a fraction occurs, it is rounded to the nearest whole number. a) Responsibilities of the Chairman and Chief Executive Officer of the Board of Directors. The responsibilities of the Chairman of the BoD are defined by the Articles of Association and the Internal Regulations of the Company and are briefly as follows: • Management of the Board of Directors by raising the issues for discussion, taking into account the issues of the Company and the suggestions of the other members and thus ensuring its effective operation. • Rational management and allocation of time available to the Board to resolve complex issues. • Smooth conduct of corporate affairs The responsibilities of the Chief Executive Officer are defined by the Articles of Association and the Internal Regulations of the Company and are briefly as follows: • Management of the internal operation of the Company's offices, regulation and handling of relationships with staff, suppliers and customers. • Performance of the Company’s daily operations within the framework of its responsibilities, as they have been determined by the BoD. • Ensuring the faithful implementation of strategic decisions and procedures within the Company, as defined by the BoD. • Providing directions and instructions to the executive members, the key executives and the staff of the Company, with the ultimate goal of training and developing executives capable of undertaking management positions in the future. • In the context of the Company’s development and design of the future strategy, identification and evaluation of business developments and prospects. b) The General Meeting has the right to decide to increase or decrease the number of members of the Board of Directors within the limits of the statutory regulation and to elect the required members to complete the number. The General Meeting of Shareholders is the highest decision-making body of the Company and can decide on all significant issues of the Company in accordance with the law (changes to the Articles of Association, election of Board members, etc.). The Annual Regular General Meeting is held once a year within the time limits set by law, from the end of the previous financial year in order, among other things, to approve the annual separate and consolidated financial statements of the Company, to decide on the distribution of the results, the discharge of the members of the Board of Directors and the auditors of the Company from any liability. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 43 Decisions are made by voting and in accordance with the law and the Articles of Association, in order to ensure the participation of all shareholders in the results, whether they attend the meeting in person or vote through an authorized representative. Representatives of the Board of Directors, the Chairman of the Audit Committee, as well as the internal and external auditors attend the meeting and are available to answer shareholders' questions. The rights of the Company's shareholders are defined in the Articles of Association and C.L. 4548/2018 (on Societe Anonymes). c) Some of the members of the Board of Directors must have the status of a Public works contractor (registered with the MEK), in accordance with the current provisions on contractor degrees, so that the company can obtain the highest possible class of contractor degree. d) Since for the fulfillment of the Company's statutory purposes, a special qualification is required, i.e. a scientific diploma or a professional degree, the undertaking and execution of the relevant projects will be carried out on behalf of the Company by the members of the Board of Directors of the Company who have acquired these qualifications, who grant the use of their diplomas or professional degrees to the Company without any additional charge or consideration (zero value) for this grant, except for the cases for which the General Meeting of shareholders wanted to decide otherwise. The above applies compulsorily to any natural person who is elected as a Director and may have these qualifications, as long as he/she does not renounce his/her election within five (5) days, without extrapolation, from the conduct of the relevant elections, with his/her written declaration that will notify the Company with a bailiff. The following table presents the members of the Company's Board of Directors, as well as the start and end dates of their terms analytically for each one. Position Name Executive / Non- Executive Member Independent Member Start of the term of office End of term of office Chairman Konstantinos Stengos Executive - 15/7/2021 15/7/2025 Chief Executive Officer Georgios Stengos Executive - 15/7/2021 15/7/2025 Authorized Consultant Marianna Stengou Executive - 15/7/2021 15/7/2025 Vice Chairman Athanasios Klapadakis Non-Executive - 15/7/2021 15/7/2025 Member Marina Giotaki Non-Executive - 15/7/2021 15/7/2025 Member Spyridon Magliveras Non-Executive Independent 15/7/2021 15/7/2025 Member Dimitrios Vassilopoulos Non-Executive Independent 15/7/2021 15/7/2025 Loss of BoD membership ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 44 1. In case of resignation, death or in any other way loss of membership of the Board of Directors, the remaining members may continue the management and representation of the Company, without replacing the missing members, provided that the number of them exceeds half of the members, as they had before the occurrence of the above events. In any case it is not allowed to be less than three 3. 2. In any case, the Board of Directors may elect its members to replace members who resigned, died or lost their status in any other way. The above election by the Board of Directors is made by decision of the remaining members if there are at least three and is valid for the remainder of the term of office of the member being replaced. This election is submitted to the public and announced by the Board of Directors at the immediately following General Meeting, which may replace the elected even if no relevant item has been listed on the agenda. The acts of the Board of Directors that intervened between the election of the above members and their possible replacement are nevertheless considered valid. 3. In the event of resignation of one of the non-executive members, his/her replacement must also be a non- executive member. The same applies to independent members. 4. In any case, the remaining members of the Board of Directors, regardless of their number, may call a General Meeting for the sole purpose of electing a new Board of Directors. Absence / Abstention of a member of the Board of Directors 1. Ongoing absence of a director, without justifiable reason, who resides at the Company's headquarters, from the meetings or decisions of the Board of Directors for a period of time that is longer than six months, is equivalent to a resignation, which is considered to have been made since the Board of Directors decides on this and the relevant entry is made in its minutes. 2. A Director who is absent or unable to attend, is entitled, at his/her own risk, to delegate his/her representation in the Board to another Director. The authorization for his/her representation may be valid for one or more meetings of the Board of Directors. In case of absence or disability of one of the non-executive members of the Board of Directors, his/her authorized representative must likewise be a non-executive member. The same applies to the independent members of the Board of Directors. Board of Directors Meetings 1. The Board of Directors may meet at the Company's headquarters whenever the law, the articles of association or the Company's needs require it, following an invitation by the Chairman or the Deputy Chairman who specifies the exact place, time and topics to be discussed, or if requested in writing by two (2) Directors. The Board of Directors may also meet in another place outside the Company's headquarters, as long as all its members are present or represented at the meeting and no one objects to the holding of the meeting and the taking of decisions. 2. It is possible to hold a meeting of the Board of Directors via video conference. In this case, the invitation to the board members includes the necessary information for their participation in the meeting. Each member of ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 45 the Board of Directors may claim to hold the meeting by teleconference in this regard, if he/she resides in a country other than the one where the meeting is held or if there is another significant reason, in particular illness or disability. 3. The Board of Directors can elect among its members with an absolute majority the Chairman and Deputy Chairmen, as well as among its executive members a Managing Director and one or more General Managers. It is not considered incompatible, for one and the same person, to be awarded two (2) positions from the aforementioned. When the Chairman is prevented from performing his/her duties, he/she is replaced by the Deputy Chairman or any Director appointed for this purpose by the Board of Directors. The composition of the Board of Directors takes place during the first meeting of the Board of Directors after the election of its members by the General Meeting. 4. The Chairman, and in his/her absence the Deputy Chairman, convenes the Board of Directors, directs the discussions, supervises the smooth preparation of the Minutes, supervises the implementation of the decisions and generally supervises the smooth conduct of corporate affairs. 5. The Managing Director directs the internal operation of the Company's Offices, regulates its relations with staff, suppliers and customers and replaces the General Manager. The awarding of the above offices and their responsibilities is both potential and revocable. 6. The General Technical Director heads the Company and directs its operations within the framework of the definitions of the Law and the decisions of the General Meeting and the Board of Directors and replaces the Managing Director. Such replacement of the Managing Director cannot be done during the meetings of the Board of Directors and since the General Manager(s) do not have the status of a Director. The General Technical Director must belong to the technical staff of the Company, as long as the Company is registered in the contracting companies, in accordance with the provisions of par. 4 of Article 7 of the PD. 472/85. 7. Every member of the Board of Directors is responsible to the Company in the management of corporate affairs. This liability does not exist if he/she proves that he/she exercised the care of a prudent businessman in the management of corporate affairs. This due diligence is judged based on the capacity of each member, This does not apply to the Managing Director, who is liable for any due diligence. Of course, this responsibility does not exist, when it arises from actions or omissions, which are based on legal decisions of the General Meeting. Moreover, there is no liability for acts or omissions based on a recommendation or opinion of an independent body or committee, operating in the Company, in accordance with the law. Every member of the Board of Directors is obliged to respect the secrets of the business. In 2022, 11 meetings of the Board of Directors were held. All its members attended these meetings. The remaining decisions of the Board of Directors were taken by signing minutes, in accordance with Article 94 of Law 4548/2018. BoD quorum ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 46 1. The Board of Directors is in a quorum and meets validly, if more than half (1/2) of the Directors are present or represented in it, but at no time can the number of Directors present in person be less than three (3). To find the quorum, any resulting fraction is omitted. 2. The decisions of the Board of Directors are taken by an absolute majority of the members present and represented. In case of a tie, the vote of the Chairman of the Board of Directors prevails. 3. The discussions and decisions of the Board of Directors are certified by minutes and registered in special files by law. The minutes are signed by the Chairman and the Directors who are present in person. 4. No Director may refuse to sign the minutes, if he/she had attended the meeting, but he/she may request that his/her disagreement be registered. 5. Copies and excerpts of the minutes of the Board of Directors that must be brought to a court or other authority are certified by the Chairman or the Deputy Chairman or, in the event of their obstruction, by the legal deputy Director. 6. The preparing and signing of minutes by all the members of the Board of Directors or their representatives is equivalent to a decision of the Board of Directors, even if there has been no previous meeting. This arrangement also applies if all the directors or their representatives agree to record their majority decision in minutes, without a meeting. The relevant minutes are signed by all the directors and entered in the minutes book. The signatures of the directors or their representatives may be replaced by an exchange of messages via email or other electronic means, to be determined, as the case may be, by decision of the Board of Directors. BoD responsibilities 1. The Board of Directors is competent to decide every act concerning the Company’s representation and management in the disposal and management of its property and in the general pursuit of the Company’s objective, representing the Company without limitation of amount or objective. 2. (a) Acts of the Board of Directors, even if they are outside the corporate purpose, bind the Company towards third parties, unless it is proven that the third party knew or should have known of the excess of the corporate objective. Compliance with the publicity formalities for the current Articles of association and its possible amendments does not constitute proof alone. (b) Any restrictions on the authority of the Board of Directors by the current Articles of association or by a decision of the General Meeting of the Company are not opposed by third parties acting in good faith, even if they have been submitted to the publicity formalities provided for by law. 3. Indicative and not limiting, the Board of Directors: (a) represents the Company before all national and foreign Courts, of all levels and jurisdictions and the Supreme Court and the Council of State, as well as before every Public, Administrative, Regional, Municipal and Professional Authority and other decentralized services through the Chairman or Deputy Chairman or any Director or other person designated by the Board of Directors, (b) decides the increase of the Share Capital in accordance with par. 2 of Article 6 of the present Articles of ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 47 Association, as well as for the issuance of a joint bond loan as well as a convertible bond loan regardless of the amount, (c) decides on the establishment and abolition of construction sites and the establishment and abolition of Branches and determines the extent of these works and the jurisdiction of the Directors, determines and controls every expense related to the operation of Company, appoints and dismisses the Directors of the Company, arranging the responsibilities, obligations and remuneration of each of them, as well as the remuneration of those charged with a special service or mandate, as long as they are not members of the Board of Directors, in which case the more specific provisions of law and the Company's Articles of Association, (d) concludes loans and other credit facilities with any conditions and collateral, (e) decides on the acquisition of real estate or the sale of the Company's real estate, concludes purchases, sales, exchanges, contractual agreements with landlords for construction of an apartment building for consideration, mortgages, pledges or leases of real estate and movable property, the acquisition and expropriation of various rights and obligations of the Company, ( f ) issues, accepts , endorses and discounts bills of exchange and promissory notes, bank or other cheques, in the name issued by the Company , (g) signs all kinds of Bank credits, whether on mortgages, or on pledged securities, or on open accounts and provides guarantees in favor of third parties, natural or legal persons, with whom the Company has transactions and if it decides, that this is necessary for the achievement of the corporate purpose, (h) represents the Company before any Customs Authority, performing any act for the receipt or shipment of goods, either for the interior or for the exterior, signing declarations and any other relevant customs document , which concerns the Company, (i) receives and transfers by endorsement or in any other way bills of lading and pays them, issued in the name of the Company, (j) makes discounts and advances, beneficially invests the Company's property, collects the dues in it by any natural or legal person, of private or public law, or of the State and signs any contracts with or without concessions or privileges, ( k ) determines the conditions of the establishment and participation of the Company in all kinds of companies and enterprises, ( l ) determines the general conditions of the current credit accounts and all the Company's accounts in general, ( m ) assigns the Company's receivables, accepts the assignment of other such, ( n ) determines every time the use of available funds, ( o ) accepts , induces and gives the oaths imposed for the Company, designating one of its members or the Company's employees for the installment of the oath, ( p ) negotiates , contracts, compromises, signs co-contracts, appoints arbitrators, decides on the lawsuits, filing of complaints, exercise of regular and extraordinary remedies and other remedies, accepts decisions, waives regular and extraordinary remedies, waives all or part of pleadings and trials, and decides on the registration, elimination or removal of mortgages, pre-notes , confiscations and for the abolition of lawsuits, ( q ) grants general or partial power of attorney to the persons it approves and appoints attorneys of the Company, providing them with the appropriate judicial power of attorney and revokes them, (r) convenes the General Meetings of shareholders, regular or extraordinary, arranges the items on their agenda, closes the accounts and the annual balance sheet of the Company and submits it with the necessary explanatory report to the General Meeting of shareholders, proposing to it the depreciations that must be made on the doubtful accounts or on the installation expenses and the necessary deductions, either for contingent losses, or for the formation of an extraordinary reserve, as well as for the dividends distributed to the shareholders, ( s ) proposes to the General Meeting the amendment ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 48 of the Company's Articles of association, the increase and decrease of the Company capital, the extension of the duration of the Company, its liquidation, before the expiry of its contractual term and the merger with other companies and any other matter that falls under the competence of the General Meeting, (t) determines the details of issuing new shares, in accordance under the terms of the present Articles of association, in particular, it does not freely determine the number of shares, which each security can represent, ( u) keeps the minutes and book minutes of the meetings and (v) generally acts every act of management of corporate affairs unless defined otherwise in the present Articles of Association as well as the law as provided for by the mandatory law. 4. The Board of Directors may, by its decision, delegate the exercise of all its powers and responsibilities (except those which according to the law or the provisions of the present Articles of Association require collective action) or any specific act, to one or more persons, its executive members or not, determining at the same time the extent of this person's authorities. However, the responsibilities of the Board of Directors are subject to the provisions of Law 4548/2018 and the provisions of the present Articles of Association. Company Representation 1. The Company is in principle represented in Courts and out of court by its Board of Directors acting collectively. 2. The Board of Directors may, by its decision, delegate the representation of the Company for all or some issues or for specific actions (with the exception of the cases for which collective action is required by the Law or by these Articles of association) to its Chairman of the Board of Directors or the Managing Director or the General Manager or to one or more of the executive members of the Board of Directors or to one or more of the Directors of the Company or to persons outside the Board (employees of the Company and not) simultaneously appointing the deputies to case of their absence or obstruction. 3. To facilitate the Company’s undertaking valid obligations, a signature placed below the Company name is required. The Chairman of the Board of Directors, the Managing Director and General Manager, either jointly or individually, each under the corporate name, have the right to such a signature. Moreover, any other person who will be authorized for this purpose by the Board of Directors of the Company has the right to sign. 4. The current service (correspondence) is signed by the Chairman of the BoD or the Managing Director or the General Manager or any other person authorized by the Board of Directors. The Chairman of the Board of Directors, the Managing Director and the General Manager acting in accordance with the respective authorizations of the Board of Directors have the general internal and external management, management and administration of the Company's operations, in all branches, and individually each one represents the Company against any third party and any Judicial or Administrative Authority, both at domestically and abroad and generally authorized by the Board of Directors in general or specifically for one or more of its acts, have in the management and representation of the Company the rights and duties granted to them of the Board of Directors ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 49 indicatively and not restrictively listed in Article 15 of the present Articles of Association and in the other Articles thereof and in the conditions currently determined. They are acting and individually each according to the authorizations of the Board of Directors appoint the legal advisors and lawyers of the Company, accept and give the oaths imposed or induced in the Company, induce and replace them, head and have the general supervision of the Directors and all the employees of the Company and the other persons in its Service, decide the recruitment and termination of the staff in general, sign the correspondence and prepare the regulations of the internal service, ensure the execution of the decisions taken by the Board of Directors, always exercise possible control over the managers of the Company and over the entire Service and recommend the affairs to the Board of Directors and generally manage only those tasks which were to be assigned to them by the Board of Directors. The Chairman of the Board of Directors or the Managing Director or the General Manager is replaced by one of them and in case of obstruction of both by the Director currently designated by the Board of Directors. 3.2 Information about the members of the Board of Directors According to Article 10 of the Company's Articles of Associations, the Board of Directors consists of five (5) to fifteen (15) members. The current Board of Directors of the Company has seven members. It was elected by the Extraordinary General Meeting held on 15.07.2021 and constituted in a body by the decision of the board of directors as of 15.07.2021. It consists of the following members: a. Konstantinos Stengos, Chairman, executive member. He is the founder and Chairman of the TECHNICAL OLYMPIC Group of companies. In 1955 he was admitted to the Faculty of Civil Engineering of the NTUA. In 1965 he founded the construction Company PELOPS LTD in Patras, which in 1967 obtained the highest, at that time, 5th class contractor diploma. In 1980 the Company was renamed TECHNICAL OLYMPIC S.A. and until the year 2000, when it was converted into a holding Company, it held a construction diploma of the then highest 8th class. In 1973, he founded the technical Company MOCHLOS S.A., holder of the highest 7th grade construction diploma, and in 1976 he founded the technical Company TOXOTIS ATE. In 2012, a section of the construction branch of the ongoing public engineering projects of the MOCHLOS SA Company was split off which was absorbed by the Company PORTO CARRAS S.A., which still holds the highest contractor degree of the 7th Class. TECHNICAL OLYMPIC S.A. and MOCHLOS SA. were admitted to the main market of the Athens Stock Exchange from the year 1994 where TECHNICAL OLYMPIC S.A. remains until today. At the end of 1996 the TECHNICAL OLYMPIC group, through its subsidiaries, expands its operations abroad (England, Germany) and from 1998 it develops other business activities (such as in wind energy, in the construction and operation of self-financed tourist marinas, etc.) while at the same time establishing itself in the Balkan market (Romania) for the construction of various technical projects. In 1999, with the acquisition of 80% of the American NEWMARK HOMES Inc., listed on the NASDAQ of New York, the group expands its operations in America, in the field of urban real estate (Homebuilding). In the same year, he acquires the "PORTO CARRAS" complex and enters the hotel segment, tourist and industrial ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 50 holdings. In 2000 he acquires 100% of the American Company ENGLE HOMES Inc. (until then, also listed on NASDAQ), thus expanding his range in the American Homebuilding market. b. Georgios Stengos, CEO, executive member. He holds a degree in Mechanical Engineering from the University of Miami and the National Technical University of Athens. From 2004 to the present he is the CEO of the Technical Olympic Group S.A., from 2004 to 2014 he was the CEO of the construction Company (7th class of the Ministry of Internal Affairs) "MOCHLOS S.A.", from 2004 to 2007 he was the Executive Deputy Chairman of the American Homebuilding "TECHNICAL OLYMPIC USA" (TOUSA), listed on the NYSE, from 2002 to 2008 he was the Executive Deputy Chairman of the Company "KAZINO PORTO CARRAS SA", then listed on the Athens Stock Exchange, from 2002 until 2006 he was Deputy-Chairman of the Board of Directors of SEISET (Association of Listed Companies in A.A.) for two (2) consecutive terms and from 2001 to 2009 he was Deputy-Chairman of the development and exploitation Company of tourist marinas "DILOS MARINES SA". c. Marianna Stengou, Executive member and Authorized Advisor. She is a qualified Civil Engineer from the University of Miami, with a master's degree in steel construction. She holds a license to practice from the TEE and a 4th class MEK builder's degree in road construction, building, hydraulic and industrial/energy projects and 3rd class in port works. Since 2000, she has been working for TECHNICAL OLYMPIC, in which, from 2014 to May 2019, she held the position of a member of the Board of Directors. From 2004 to 2008 she was a member of the Board of Directors of TOUSA Inc., listed on the NYSE. Also Deputy Chairman of the Board of Directors of the companies Porto CARRAS S.A. and Porto CARRAS Golf S.A., from 2014 until their sale, in April 2020. She was Deputy-Chairman of the Hellenic Golf Federation in the years 2012-2020. She also served as Chairman and CEO of Toxotis ATE from 1999 to 2004. d. Athanasios Klapadakis, Deputy Chairman Non-executive, member. He is a Civil Engineer with a degree from the University of Thessaloniki and holds a 4th Class MEK construction degree in road building, hydraulic and industrial/energy projects in ports. From 1978 to 1985 he worked as a freelancer with studies and constructions of many private building projects. also, as a first-class public works contractor, he executed public works of a corresponding size. From 1985 to 1992, in parallel with the exercise of the free profession, as a contracted executive of the central service of the Ministry of Public Works, he supervised the preparation of numerous studies and the execution of a large number of public works. From 1992 until today he was a member of the Board of Directors and General and Technical Director of companies of TECHNICAL OLYMPIC Group, with participation in all the Group operations (public and private projects, tourist and commercial activities of Group companies operating in the Porto Carras complex of Sithonia, Halkidiki from the end of 1999 until 15/ 4/2020. From 2003 to 2009, he was an independent and non-executive member of the Board of Directors of TECNICAL OLYMPIC Group companies, while simultaneously practicing as a civil engineer. From 2021 to the present, he is a non-executive member of the Techniki Group at the same time, from 2010 until today, he is the founder, full member and administrator of A. Klapadakis and Co. Ltd., with the object of techno-economic studies, supervision and provision of relevant consulting services e. Marina Giotaki, Non-executive member. Marina Giotaki has worked as an Accounting Executive of the TECHNICAL OLYMPIC Group of Companies from 29/10/2002 to 21/03/2013. She has many years of experience from her employment in accounting and other companies. f. Spyros Magliveras, holds a degree in Economics from the National Kapodistrian University of Athens, a ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 51 master's degree in Agricultural Economics from the University of London, as well as an MBA from the University of Indianapolis, USA. He has many years of experience in large Greek and multinational companies, such as the Papaellina Group, ES, HA Hellas, TECHNICAL OLYMPIC Group, Boutari Group, and Halyvourgiki. g. Dimitrios Vassilopoulos, Independent Non-executive member, holds a degree in Business Administration from the Athens University of Economics. He has many years of experience, from the position of Accounting Director and Financial Director, in large Greek companies, mainly construction companies, including the Technical Olympic Group, from 10/1996 to 3/2002. He is the founder - administrator and partner of Taxacco Sole Proprietorship Ltd., with a license to operate an Office providing Accounting-Tax services since 12/03/2005. He has continued his employment at Taxacco Sole Proprietorship since 2012, when he retired until today. It should be pointed out that the top managers existing in the Company and are not included in the above members of the Board of Directors are a) the Financial Director of the Group Spingos Christos who holds a degree in Accounting and Financial Management as well as a master's degree in Business Administration from the Athens University of Economics and Business Administration Department. He is also a member of the Economic Chamber of Greece with a Class A Tax Accountant license. He has served as a manager in various positions in the Financial Department, both in Multinational and in Greek Groups of Companies from 1990 to the present, in the fields of Financial Services, Trading & Import of Vehicles, Financial Institutions, Trading of Electronic Items, Production of Consumer Products & Food, E-Commerce, Wholesale & Retail & Merchandising & Business Consulting b) the Technical Director of the Group, Zikos Christos, who holds a degree from the School of Mechanical Engineering of the E.M.P. (National Technical University of Athens). He has served as a supervisor in Hospital, Mechanical constructions projects, Irrigation projects, oil pumping and refining facilities as well as staff training in Greece and abroad. In addition, he was General Manager of the Porto CARRAS complex. c) the Group's Shareholder Service and Public Information Officer Rokkos Andreas who holds a degree from the University of Piraeus, Department of Business Organization and Management, a member of the Greek Chamber of Commerce and holder of licenses to practice the Economic Profession and Accountant - Tax Technician 1st Class. He has been a senior executive in the Financial sector for a number of years. d) the Head of the Internal Control Unit Manakas Paraskevas who holds a degree from the Department of Economics of the National and Kapodistrian University of Athens, holder of COSO Internal Control Certification Certificate Program, a license to practice the economic profession from the Economic Chamber of Greece and a First Class Tax Accountant license. He is a member of the Hellenic Institute of Internal Auditors and the Economic Chamber of Greece. Based on the above composition, the Board of Directors consists of three (3) executive and four (4) non- executive members, of which two (2) are independent members, for whom the Board of Directors considers that they maintain their independence, based on the provisions of Law 4706/2020. The term of office of the Board of Directors is four years, expires on 15.07.2025 and is automatically extended until the first regular General Meeting after the end of its term. In any case, the term cannot exceed four (5) years. The members of the Board of Directors, apart from their activities related to their status and their position in the Company, do ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 52 not perform any other professional activities, which are significant for the Company, with the sole exception of Mr. Athanasios Klapadakis, Full Member and Administrator of A. Klapadakis and SIA E.E., with the object of techno-economic studies. The members of the Board of Directors and the main Executives who own shares, as well as their number and the percentage of the total shares of the Company are as follows: Name/Surname of Shareholder Proportionate Shares (in items) Rate Stengos Konstantinos 16,850,930 41.40% Stengos Georgios 5,044,152 12.39% Stengou Marianna 2,295,431 5.64% Klapadakis Athanasios 3,621 0.009% 3.3. Evaluation procedure of the Board of Directors The Company implements an evaluation policy for members of the Board of Directors, the purpose of which is to ensure its effective operation and the fulfillment of its role as the Company's highest management body. The members of the Board of Directors are evaluated on a collective basis, annually. The procedure is conducted in the form of a self-assessment based on questionnaires maintained by the Company's Remuneration and Nomination Committee and completed by all members of the Board of Directors. This procedure is chaired by the Chairman of the Board of Directors, and its results are discussed by the Board of Directors. In addition, the Board of Directors decides whether it is appropriate to carry out the annual evaluation with the assistance of an external consultant. At the same time, the above policy of the Company provides for the evaluation of the executive members of the Board of Directors by the non-executive members (without the presence of the remaining executive members) in a special meeting, during which their performance is discussed in terms of the overall performance of the Company in relation to the budgeted objectives according to the scope of responsibility of every executive member. After the above procedure is completed, the evaluation report is prepared, which includes the results of the self-evaluation, a brief description of the evaluation process, a reference to the areas/points covered, the main advantages identified and the areas in need of improvement, as well as summary data on the answers given to the self-assessment questionnaire. The Board of Directors, after discussing the results of the self-assessment, determines by its decision any further actions deemed appropriate to be launched, based on which the relevant action plan is prepared. 3.4. Audit Committee The Company, complying with the provisions and requirements of Law 4449/2017, as amended and effective, has established an Audit Committee with the aim of supporting the Board of Directors in its duties regarding, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 53 among others, financial reporting, internal control and supervision of the statutory audit, whose composition was renewed with the Regular General Meeting held on 15.07.2021. The Audit Committee consists of two independent non-executive members of the Board of Directors, Mr. Spyridon Magliveras Economist, and Mr. Dimitrios Vassilopoulos Economist, and a third directly elected by the General Meeting without being a member of the BoD, Mr. Antonis Polykandriotis, Economist. Mr. Antonis Polykandriotis has been appointed Chairman of the Audit Committee. According to the decision of the Regular General Meeting on 15.07.2021, the term of the committee is the same as the term of the board of directors, i.e. it ends on 15.07.2025, but extending until the day after the end of the Regular General Meeting, but not being able to exceed the four years. In case of resignation, death or loss of the status of the member of the Audit Committee, the Board of Directors appoints among its existing members, a new member to replace the one who expired, for the period of time until the end of the term of office, taking into account, if the case arises, of paragraphs 1 and 2 of Article 82 of Law 4548/2018, which applies accordingly. When the member of the previous paragraph is a third person, not a member of the Board of Directors, the Board of Directors appoints a third person, not a member of the Board of Directors, as a temporary replacement, and the next general meeting proceeds either with the appointment of the same member or with the election of another, for the period of time until the end of his/her term in the Audit Committee. The responsibilities and obligations of the Audit Committee consist, among others: a) monitoring the financial reporting process and submitting recommendations or proposals to ensure its integrity, b) informing the Board of Directors of the result of the statutory audit and explaining how the statutory audit contributed on the integrity of the financial reporting and what was the role of the Audit Committee in the process in question, c) monitoring the effectiveness of the internal control, quality assurance, risk management and regulatory compliance systems of the Company and, as the case may be, of its Internal Control Unit, as regards concerns the financial information of the Company without infringing its independence, d) monitoring the mandatory audit of the annual separate and consolidated financial statements and in particular its degree of performance, taking into account any findings and conclusions of the Accounting Standardization and Audit Committee in accordance with par. 6 of Article 26 of Regulation (EU) no. 537/2014 and par. 5 of Article 44 of Law 4449/2017, as amended by par. 7 of Article 74 of Law 4706/2020, e) supervising and monitoring the independence of certified public accountants or auditing firms in accordance with Articles 21, 22, 23, 26 and 27, as well as Article 6 of Regulation (EU) no. 537/2014 and in particular the appropriateness of the provision of non-audit services to the entity under audit in accordance with Article 5 of Regulation (EU) no. 537/2014, f ) is responsible for the organization of the selection procedure of certified public accountants or auditing firms and recommending the certified public accountants or auditing firms to be appointed in accordance with Article 16 of Regulation (EU) no. 537/2014, unless par. 8 of Article 16 of Regulation (EU) no. 537/2014, g) giving opinions on the approval and revision of the Company's Operating Regulations, the Corporate Governance Code, as well as submitting at its discretion a proposal for the revision of these Regulations. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 54 Specifically, with regard to the external audit and the financial reporting process, the Audit Committee: a) Proposes to the Board of Directors the appointment, re-appointment (by the General Meeting of the Company's shareholders) and any (under the terms of Article 43 of Law 4449/2017, as effective) suspension of the certified public accountant, as well as the approval of the fee and the terms of appointment of the certified public accountant, b) be informed of the procedure and schedule for the preparation of the financial information by the management, c) Be informed by the certified public accountant on the annual mandatory audit program of the Company's annual separate and consolidated financial statements for every fiscal year, before its implementation and evaluates it, d) Examines and thoroughly analyzes the most significant issues and risks that may have an effect on the annual separate and consolidated financial statements of the Company as well as on the significant judgments and estimates of the management during their preparation, e) Ensures timely and substantial communication with the certified public accountant in view of the preparation of the audit report and its supplementary report of the latter (Article 11 of Regulation (EU) No. 537/2014) to the Audit Committee, and resolves any disputes between the management and the certified public accountant, f) Reviews the financial reports before their approval by the Board of Directors in order to assess their completeness and consistency in relation to the information that has been brought to its attention, as well as with the accounting principles applied by the Company and informs the Board of Directors accordingly. Specifically, with regard to the procedures of internal control systems, risk management, regulatory compliance and the Internal Control Unit, the Audit Committee: a) Submits to the Board of Directors a proposal for the candidate to be appointed as head of the Internal Control Unit and evaluates the staffing and the organizational structure of the Internal Control Unit and identifies any weaknesses thereof, b) Submits to the Board of Directors proposals for the internal operating regulations of the Internal Control Unit, which are approved by the Board of Directors, c) Is updated on the annual audit program of the Internal Control Unit Audit before its implementation and evaluates it, d) Gets knowledge of the work of the Internal Control Unit, its reports (regular and extraordinary), e) Monitors in general the information of the Board of Directors with the content of the aforementioned reports, regarding the Company's financial reporting, f ) Monitors the effectiveness of the internal control systems mainly through the operations of the Internal Control Unit and the operations of the certified public accountant, g) Ensures the timely notification and discussion of the problems that are identified by the Internal Control Unit with the management and recommends to the management the necessary corrective measures, h) Supervises the management of the main risks and uncertainties of the Company and their regular review. For the results of all the above actions, the Audit Committee informs the Board of Directors by submitting quarterly reports with its findings and with proposals for the implementation of corrective actions, if deemed appropriate. The Audit Committee during the 2022 (01.01.2022-31.12.2022) convened 17 times and all its members attended these meetings. More specifically, the Audit Committee during the period from 01.01.2022 to 31.12.2022: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 55 ▪ Briefed by the CPA regarding the audit design, schedules, audit approach, audit scope, material size determination method, key audit matters, how to assess the most significant risks and proposed audit procedures for the annual financial statements of 2021 and the interim financial statements of 2022. ▪ Examined before submitting them for approval to the Board of Directors the financial statements of the Company (separate and consolidated), prepared in accordance with International Financial Reporting Standards (IFRS) and positively evaluated their completeness and consistency in relation to the information they have taken into account the accounting principles applied by the Company. ▪ Upon completion of the annual statutory audit for the 2021 financial statements, it examined the issues arising and evaluated the audit results. ▪ Examined in the context of the audit of the financial statements for 2021 the final supplementary report of the Company's statutory auditors, in connection with the audit report. ▪ Based on all the data, the Audit Committee assessed that the key matter and significant risks highlighted during the audit process, both by the external auditors and by the Company itself, have been satisfactorily addressed. It is to be noted that throughout the preparation and review of the financial statements for 2021, the Audit Committee acted on what is mentioned in point B.i of decision 1302/2017 of the Hellenic Capital Market Commission. ▪ Regarding the 2021 financial statements, it informed the Board of Directors about the contribution of the statutory audit to the quality and integrity of the financial reporting, that is, to the accuracy, completeness and correctness of the financial reporting approved by the board of directors and made public. At the same time, it informed about its role in the above process, recalling the actions taken during the process of performing the statutory audit, for the integrity of the financial reporting. ▪ It recommended to the Board of Directors for the audit of the financial statements of 2022 the renewal of the term of office of the auditing firm "GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS". It is to be noted that the above references to "financial statements" are both separate and consolidated. Specifically, regarding the structure and procedures of the Internal Control System, the Audit Committee during the period from 01.01.2022 to 31.12.2022: • Approved the audit plan of the Internal Control Unit for the year 2022. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 56 • Examined and evaluated the effectiveness and efficiency of the Internal Control System procedures and made recommendations. • Worked with the Internal Auditor, while discussing the findings and conclusions on the audit reports. Great emphasis was placed in 2022 on the challenges created by the Russian -Ukrainian conflict as well as the continuation of the COVID 19 pandemic in the corporate context. • Monitored the implementation of the annual audit plan, through the quarterly reports of the Internal Audit department. In addition, during 2022, the Audit Committee contributed to the Company's adjustment process with Articles 1 to 24 on corporate governance of Law 4706/2020, a project for which the Company also collaborated with specialized external consultants. Finally, the Audit Committee approved its revised Operating Regulations after its election and its formation as a body. It is clarified that the Company's Regular Statutory Auditor, who conducts the audit of the annual and interim financial statements, does not provide any other type of non-audit services to the Company which are prohibited in accordance with the provisions of Article 5 of Regulation (EU) no. 537/2014 of the European Parliament and of the Council and Law 4449/2017, nor is it connected to any other relationship with the Company, in order to ensure in this way its objectivity and independence. 3.5. Remuneration Committee The Company, in compliance with the provisions and requirements of Law 4706/2020, has established a Remuneration Committee with the aim of: a) to formulate proposals to the Board of Directors regarding the remuneration policy of the Company which is submitted for approval to the General Meeting (according to Article 110 par. 2 of Law 4548/2018). b) to formulate proposals to the Board of Directors regarding the remuneration of persons falling within the scope of the Remuneration Policy. c) to assess, on a regular basis, the need to update the Company's Remuneration Policy taking into account legislative developments and best practices. d) to review, on an annual basis, the level of benefits of the Company and its subsidiaries based on the best practices and the levels of remuneration of the respective industry proposing, if deemed necessary, the necessary modifications to the level of benefits and the Remuneration Policy. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 57 e) to examine the information included in the final draft of the Company's annual remuneration report and to formulate an opinion to the Board of Directors on this, before submitting the Remuneration Report to the General Meeting (according to Article 112 of Law 4548/2018). The Remuneration Committee has three members and consists of two independent non-executive members of the Board of Directors, Mr. Spyridon Magliveras and Mr. Dimitrios Vassilopoulos, and one non-executive member of the Board of Directors, Mr. Athanasios Klapadakis. The members of the Remuneration Committee are elected by the Board of Directors. Mr. Dimitrios Vassilopoulos has been appointed Chairman of the Remuneration Committee. During 2022 (01.01.2022-31.12.2022) the Remuneration Committee convened twice and all its members attended these meetings. More specifically, the Remuneration Committee during the period from 01.01.2022 to 31.12.2022, recommended to the Company's Board of Directors the Remuneration Report of the members of the Board of Directors of the financial year 2021 and made proposals to the Board of Directors regarding the remuneration of the persons who fall within the scope of the remuneration policy, in accordance with Article 110 of Law 4548/2018. 3.6. Nomination Committee The Company, in compliance with the provisions and requirements of Law 4706/2020, has established a Nomination Committee in order: 1. To research and propose suitable persons, as candidates to fill the vacant positions of the Board of Directors, whenever the need arises. For this purpose, the Committee takes into account the required qualifications and abilities, in terms of specialties, knowledge and experience of the persons who should participate in the Board of Directors and in what proportions. The Committee takes into account in particular any obstacles or incompatibilities (with particular emphasis on the conditions of independence of the independent members) taking into account the relevant provisions of the effective Corporate Governance Code and the Company's Internal Operating Regulations. It evaluates and assesses the individual and collective suitability of the members of the Board of Directors. 2. To ensure, at all times, the existence of a suitable successor to the Managing Director and to inform the Board of Directors accordingly. 3. To assess and estimate the appropriateness of the structure, size and composition of the Board of Directors and to submit recommendations to it, in relation to any required changes. 4. To evaluate the suitability policy and submit proposals for the suitability policy, which includes at least adequate representation by gender. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 58 5. To monitor and make recommendations to the Board of Directors regarding the appropriateness and adequacy of the policy followed by the Company's Management for the selection and recruitment of top managers. 6. To research and propose to the General Meeting, suitable persons, as candidates for filling the positions of the Audit Committee. In particular, to ascertain the suitability of the candidate members of the Audit Committee and the completeness/compliance with the criteria provided by paragraph 1 of Article 44 of Law 4449/2017, as effective. The Nomination Committee has three members and consists of two independent non-executive members of the Board of Directors, Mr. Spyridon Magliveras and Mr. Dimitrios Vassilopoulos, and one non-executive member of the Board of Directors, Mr. Athanasios Klapadakis. The members of the Nomination Committee are elected by the Board of Directors. Mr. Dimitrios Vassilopoulos has been appointed Chairman of the Nomination Committee. The Nomination Committee convened twice during the 2022 financial year (01.01.2022-31.12.2022) and all its members attended these meetings. More specifically, the Nomination Committee during the period from 01.01.2022 to 31.12.2022 formulated proposals to the Board of Directors regarding a) the filling of the vacant position on the Board of Directors of the main subsidiary SAMOS MARINES SA after the resignation of a member and b) the evaluation the individual and collective suitability of the members of the Board of Directors and the independence of the Independent Non-Executive Members of the Board of Directors in accordance with Article 110 of Law 4548/2018. 3.7. Other management, supervisory bodies or committees of the Company As of the date hereof, there are no other management or supervisory bodies or committees of the Company within the framework of the Board of Directors. 3.8. Diversity Policy in the composition of the Company's administrative, management and supervisory bodies The Company ensures diversity in the members of the Board of Directors. For senior managers, the aim is, taking into account the market data and the needs of the Company, to cover future openings/replacements of positions, with corresponding managers to balance the represented percentage of the two genders. In general, the Company applies diversity criteria for the selection of the members of the Board of Directors. The application of these criteria aims to promote an appropriate level of diversity in the Board of Directors and to bring together a wide range of qualifications and skills to ensure the diversity of opinions and experiences and consequently the correct decision-making. It ensures that the qualifications and skills are proportionate and relevant to the activities of the Company and its subsidiaries. Relevant to the Company's operations is understood in any case as knowledge and experience in financial, accounting or legal matters. The Company does not exclude or ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 59 discriminate on the basis of sex, race, color, ethnic or social origin, religion, belief, property, birth, disability, age or sexual orientation. The Company ensures adequate representation by gender at a rate of at least 25% of all members of the Board of Directors. 3.9 Compliance procedure with the obligations arising from Articles 99 to 101 of Law 4548/2018 The Company has adopted a compliance procedure with the obligations arising from Articles 99 to 101 of Law 4548/2018, with the aim, among other things, of ensuring that its Board of Directors has sufficient information to make its decisions regarding transactions between related parties. In particular, in the context of handling issues related to the Company's transactions with related parties, based on the effective legislation, the following steps are followed with the assistance of the Company's Departments involved: i. Preparation of rationale regarding the transaction under consideration. ii. Defining the basic terms of the transaction (financial terms and technical terms). iii. Identification of the parties and assessment of whether they are considered related under International Accounting Standard 24 and 27. iv. Evaluation of whether the transaction falls under the exceptions of Article 99 Law 4548/2018 or not. v. Making a decision on how to handle the transaction following the opinion of the Audit Committee if deemed appropriate. vi. Determination of transaction price. vii. Assignment for the purpose of obtaining a report from a certified auditor or audit firm to assess the fairness and reasonableness of the transaction for the Company and the Shareholders who are not a related party including minority Shareholders, in accordance with Article 101 of Law 4548/2018. viii. Since the transaction is governed by the provisions of paragraph f of paragraph 3 of Article 99 of Law 4548/2018, it is assigned to the persons of paragraph 1 of Article 101 of Law 4548/2018, the expression of opinion regarding the extent to which there is sufficient protection of the interests of the Company, its subsidiary and their Shareholders who are not related parties, including Minority Shareholders, or whose interests are not endangered by the conclusion of the transaction. ix. Announcement of the granting of permission to draw up the transaction in accordance with the prescribed publicity rules. x. Granting permission to prepare the transaction by the Board of Directors or the General Meeting, as provided. Suitability Policy of the members of the Board of Directors The Suitability Policy was prepared by the Company's Board of Directors and was approved by the decision of the Regular General Meeting dated 15.07.2021. Its scope includes the members of the Board of Directors. The purpose of the Policy is to determine: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 60 a) the authorities regarding the selection or replacement of the members of the Board of Directors as well as the renewal of the term of office of its existing members, b) the criteria for evaluating the suitability of the members of the Board of Directors, c) the diversity criteria for the selection of the members of the Board of Directors, d) the principles governing the action of the Nomination Committee and e) a transparent and efficient candidate selection process. The purpose of the Policy is to ensure that the Company has the appropriate combination of knowledge, skills and experience at the level of the Board of Directors and Committees. In particular, the Policy aims to ensure the quality staffing, efficient operation and fulfillment of the role of the Board of Directors based on the general strategy and the medium and long-term business goals of the Company with the aim of promoting the corporate interest. The purpose is to ensure the optimal staffing and smooth succession and continuity of the Company's Board of Directors, with the appropriate diversity and composition. The Board of Directors continuously monitors the suitability of its members and, where deemed necessary based on the current legislation and the Suitability Policy , re-evaluates their suitability and possibly initiates their replacement. 3.11 Internal Control System evaluation report This report presents the results of the evaluation process of the Internal Control System in accordance with Article 14, paragraph 3 letter j and paragraph 4 of Law 4706/2020 and the relevant decisions of the Board of Directors of the Hellenic Capital Market Commission according to: a) the relevant provisions (Article 14, par. 3, para. j) of Law 4706/2020) regarding the obligation to adopt a policy & procedure for carrying out periodic evaluation of the Internal Control System b) under No. 1/891/30.9.2020 decision of the Board of Directors of the Capital Market Commission "Specializations of Article 14 par. 3 para. i and par. 4, Evaluation of the Internal Control System (ICS) and the Implementation of the provisions on Corporate Governance (ED) of the law 4706/2020", as amended and effective c) the Policy and Procedure for the evaluation of the Internal Control System approved by the Board of Directors from 17/7/2021 The Company following the decision of the Board of Directors on 14/2/2021 assigned to AMID IKE the assessment of the adequacy and effectiveness of the Internal Control System of the Company and its subsidiaries SAMOS MARINES SA and T.O International Holding Ltd, with a reporting date of December 31, 2022 and a reporting period of 17.07.2021 to 31.12.2022. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 61 AMID IKE has confirmed its independence in accordance with the International Code of Ethics for Professional Auditors of the International Accounting Standards Board (IASB Code) which has been incorporated into Greek Legislation, as well as the ethical requirements of EU Regulation 537/2014 and Law 4449/2017. Mr. Vasilios Monogyios, certified internal auditor (CIA / IIA) / Global was appointed as an independent evaluator Account Number: 1372781. The assurance project started on 14/2/2022 and was completed on 27/3/2023 and was carried out in accordance with the scope and approach of control which has been incorporated into the relevant Policy included in the Company's Operating Regulations and has been approved by the Board of Directors and does not deviate from the control program of the decision of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) number 040/2022 and the “ISAE 3000, Assurance Engagements Other than Audits or Reviews of Historical Financial Information". Based on the work performed by the assessor regarding the assessment of the adequacy and effectiveness of the Company’s Internal Control System and its subsidiaries, we report that no material weaknesses were identified. 3.12 Sustainable Development Policy (ESG) The Company is not obliged to prepare and adopt a sustainable development policy of Article 151 of Law 4548/2018, as the provisions of the latter Article (non-financial statements) are addressed to large companies, within the meaning of Annex A of Law 4308/2014, and the Company is not included in them, since the average of its employees does not exceed five hundred (500). 4. Remuneration of Board of Directors members The total remuneration of the members of the Company's Board of Directors is reflected in its remuneration report, which is prepared in accordance with Article 112 of Law 4548/2018. The remuneration policy is posted on the Company's website www.techol.gr. 5. Communication with the Shareholders. The Company recognizes the significance of effective and timely communication with shareholders and the broader investors. Following the announcement of the interim and annual financial results, the consolidated financial reports, more information, and other disclosures are available on the Company's website www.techol.gr. The Company maintains a shareholder service, which posts relevant information on the Company's website, where shareholders and potential investors may find a description of the terms and principles of the Company's corporate governance, as well as the Management structure, information about shareholders, financial results and press releases. SECTION G. Treasury shares. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 62 As at 31/12/2022 the "TECHNICAL OLYMPIC S.A." held a) 1,621 treasury shares arising from fractional rights and b) 646,133 treasury shares arising from the treasury share purchase program. SECTION H Information of par. 7 and explanatory report of par. 8 of Article 4 of Law 3556/2007 The Company’s share capital structure The Company’s share capital stood at € 203,466,750 and is divided into 40,693,350 common nominal shares, of nominal value € 5.00 each. All shares are registered and listed on the Athens Stock Exchange. Every common share provides the right to one vote in the General Meeting excluding treasury shares, which do not provide voting rights. Every share provides all the rights and obligations defined 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. Restrictions on the transfer of the Company’s shares The transfer of the Company's shares is implemented as provided by the Law and there are no restrictions on transfer from its Articles of Association. Significant direct or indirect participations within the meaning of Articles 9 to 11 of Law 3556/2007 On 31/12/2022 the following shareholders held (directly and indirectly) more than 5% of the total voting rights of the Company: SHAREHOLDER PARTICIPATION RATE STENGOS KONSTANTINOS STENGOS GEORGIOS STENGOS ANDREAS STENGOU MARIANNA 41,40% 12,39% 6,46% 5,64% Shares providing special control rights No Company’s shares providing special control rights exist. Restrictions on voting rights No restrictions on the right to vote in the Company's Articles of Association are provided. The Company’s shareholder’s agreements ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 63 It is not known to the Company nor is it provided in its Articles of Association the possibility of shareholder agreements that imply restrictions on the transfer of shares or restrictions on the exercise of voting rights. Rules for the appointment and replacement of members of the BoD and amendment of Articles of Association differing from those provided for in Law 4548/2018 The rules provided by the Company's Articles of Association for the appointment and replacement of the members of its Board of Directors and the amendment of the provisions of its Articles of Association do not differ from those provided for in Law 4548/2018. Responsibility of the BoD or its members for issuance of new shares or purchase of the Company’s treasury shares in accordance with Articles 24 and 49 of Law 4548/2018 A. In accordance with the provisions of Article 24 par. 1 a), b), c) of Law 4548/2018 and in combination with the provisions of Article 6 of its Articles of Association, the Company’s Board of Directors has the right, following a relevant decision of the General Meeting subject to the required disclosure formalities, to increase the Company’s share capital by issuing new shares, following a decision made by a majority of at least two thirds (2/3) of all its members. In this case, the share capital may be increased up to the amount of the capital paid on the date the Board of Directors was granted this power by the General Meeting. The above authority of the Board of Directors may be renewed by the General Meeting for a period not exceeding five years for every renewal. B. According to the provisions of Article 113 of Law 4548/2018, with a decision of the General Meeting, taken with an increased quorum and majority, a program of distribution of shares to the members of the Board of Directors and the staff of the Company, as well as its associates, in the form of a stock option, under the more specific terms of this decision, a summary of which shall be made public. The total value of the shares available may not exceed a total of 1/10 of the capital paid on the date of the decision of the General Meeting. The decision of the General Meeting must specify the maximum number of shares that can be acquired or issued, the offering price or the method of determining it, the terms of distribution of the shares to the beneficiaries and the beneficiaries or their categories. By the same decision of the General Meeting, the Board of Directors may be assigned to determine the beneficiaries or these categories, the manner of exercising the right and any other term of the share distribution program. On the other hand, according to the provisions of paragraphs 1 et seq. of Article 49 of Law 4548/2018, public limited companies, by decision of the General Meeting of their shareholders, can acquire treasury shares, the nominal value of which may not exceed 10% of the paid-up capital. Significant agreements that are effective, are amended or expire in case of a change in the control of the Company following a public offer ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 64 No Company’s agreements exist which are effective and are amended or expire in case of change in the Company’s control following a public offer. Significant agreements with members of the BoD or the Company's staff No Company’s agreements exist with the members of its Board of Directors or with its staff, which provide for payment of compensation especially in case of resignation or termination without a valid reason or termination of their term or employment due to a public offer. Alimos, 13 April 2023 The Chairman of the Board of Directors Konstantinos Stengos © 2023 Grant Thornton Greece. All rights reserved. 65 C. Independent Auditor’s Report (This report has been translated from Greek original version) Report on the Audit of the Separate and Consolidated Financial Statements To the Shareholders of “TECHNICAL OLYMPIC S.A.” Opinion We have audited the accompanying separate and consolidated financial statements of “TECHNICAL OLYMPIC S.A.” (“the Company”), which comprise the separate and consolidated statement of financial position as at December 31 st , 2022, separate and consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the year then ended and a summary of significant accounting policies and other explanatory information. In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company “TECHNICAL OLYMPIC S.A.” and its subsidiaries (the Group) as at December 31 st 2022, their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) that have been adopted by the European Union. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) incorporated into the Greek Legislation. Our responsibilities under those standards are described in the Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements section of our report. We are independent of the Company within the entire course of our appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) incorporated into the Greek Legislation and ethical requirements relevant to the audit of separate and consolidated financial statements in Greece and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Emphasis of Matter We draw your attention to Note 8.30 to the separate and consolidated financial statements describing the issue of the disposal of "PORTO CARRAS" resort and, particularly, the fact that the final sale consideration is expected to be finalized after the date of the accompanying separate and consolidated financial statements publication, following the contractual parties agreement to amend the Sales and Purchase Agreement (SPA). Therefore, the result of the disposal may differentiate following the finalization of the consideration. Our opinion is not qualified in respect of this matter. 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 period under audit. These matters, as well as the related risk of significant misstatements, were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters How our audit addressed the key audit matter Measurement of non-current assets at fair value (Notes: 8.1, 8.4, 8.5, 8.6, 8.7) On December 31, 2022 the separate and consolidated financial statements present at fair value: • Self-owned land and buildings amounting to €12,652 k, (€ 9,750 k for the Company) • Machinery and vehicles amounting to €87,272 k for the Group, (€1,853 k for the Company) The key audit procedures we performed included as follows, inter alia: ─ We requested and received from the Management, for assessment purposes, the evaluation of fair value of land and buildings, machinery and vessels, which was carried out with the contribution of independent professional © 2023 Grant Thornton Greece. All rights reserved. 66 • Investment property amounting to € 16,421 k, (€ 15,636 k. for the Company) and • Investments in securities amounting to € 30,284 k, determined by the Management following the estimates of independent professional appraisers, while the separate financial statements include investments in subsidiaries amounting to €173,174 k. recorded at fair value. Significant value of self-owned land and buildings, machinery, vessel and vehicles, investment property and investments in securities to the Group and the Company, as well as the subjectivity and the significant judgments of the Management involved in fait value measurement make their valuation one of the key audit matters. The fair value of property, plant and equipment is determined under discounted future cash flows method when such cash flows arise from the use of assets. Determination of the fair value of investment property, which the Group's management has assigned to an independent real estate appraisal company, is based on significant estimates, related, inter alia, to the range of market leases, the lease payments adjustment factor and the discount rate. Furthermore, the fair value of investment property is determined in combination, applying the Comparative Method, taking into account the factors that determine the value of the above property, including comparative sales prices as well as the trends in economy and real estate market, and discounted cash flows. The Group's management has assigned determination of the vessel’s fair value to independent vessel appraisers that apply the Comparative Method, centered on the transactions performed in the market, adjusting the value based on the vessels' characteristics and the effective time charter. The fair value of investments in subsidiaries and investments in securities was determined based on the Net Asset Value since it directly depends on the fair value of their non-current assets, which constitute the most significant component of their Assets. The disclosures made by the Group in respect of its accounting policy as well as the judgments and estimates used under the measurement of the fair value of investment property are included in Notes 8.1, 8.4, 8.5, 8.6 and 8.7. to the consolidated financial statements. appraisers, and we discussed the evaluation procedures and methods with the management. ─ Grant Thornton Audit Team included the experts specialized in valuation issues for the purposes of assessing assumptions and methods applied and used by the Company. ─ We assessed independence, adequacy of professional skills and abilities of independent professional appraisers the Management relied on in order to estimate fair value of investment property and non-current assets as at 31.12.2022. ─ We evaluated the appropriateness of the method of estimating the fair value of every real estate item in relation to the acceptable methods of estimating the fair value, taking into account the specific characteristics and condition of every real estate item. ─ We examined completeness and accuracy of the data included in the studies of independent professional appraisers. ─ We examined correct use and implementation of the applied methods. ─ We audited the accounting records to verify sound recording of fair value of every asset. ─ We examined mathematical accuracy of the models/calculations. ─ We confirmed the amounts presented in the financial statements with the fair values recorded in the valuation studies of the independent professional appraisers and the Management. ─ We assessed adequacy and appropriateness of the disclosures in Notes 8.1, 8.4, 8.5, 8.6 and 8.7 to the financial statements. Other Information Management is responsible for the other information. The other information included in the Annual Financial Report includes the Board of Director’s Report, the reference to which is made in the “Report on Other Legal and Regulatory Requirements” section of our Report and Statements of the Members of the Board of Directors, but does not include the financial statements and our auditor’s report thereon. © 2023 Grant Thornton Greece. All rights reserved. 67 Our opinion on the separate and consolidated financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on our audit, we conclude that there is a material misstatement therein, we are required to communicate that matter. No such issue has arisen. Responsibilities of Management and Those Charges with Governance for the Separate and Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with International Financial Reporting Standards that have been adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management’s intention is to proceed with liquidating the Company and the Group or discontinuing its operations or unless the management has no other realistic option but to proceed with those actions. The Company’s Audit Committee (Article 44, Law 4449/2017) is responsible for overseeing the Company’s and the Group’s financial reporting process. Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as an aggregate, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to affect the economic decisions of users taken on the basis of these separate and consolidated financial statements. As part of an audit in accordance with ISAs, incorporated into the Greek Legislation, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the separate and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. © 2023 Grant Thornton Greece. All rights reserved. 68 • Obtain sufficient appropriate audit evidence regarding financial information of entities or business activities within the Group for the purpose of expressing an opinion on the separate and consociated financial statements to be able to draw reasonable conclusions on which to base the auditor’s opinion. Our responsibility is to design, supervise and perform the audit of the Company and the Group. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters. Report on Other Legal and Regulatory Requirements Board of Directors Report Taking into consideration the fact that under the provisions of Par. 5, Article 2 (part B), Law 4336/2015, management has the responsibility for the preparation of the Board of Directors’ Report and the Corporate Governance Statement included in this report, the following is to be noted: a) The Board of Directors’ Report includes the Corporate Governance Statement that provides the data and information defined under article 152, Law 4548/2018. b) In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective legal requirements of Articles 150-151 and 153-154 and Paragraph 1 (cases c’ and d’), Article 152, Law 4548/2018, and its content corresponds to the accompanying separate and consolidated financial statements for the year ended as at DC ember 31 st 2022. c) Based on the knowledge we acquired during our audit, we have not identified any material misstatements in the Board of Directors’ Report in relation to the Company “TECHNICAL OLYMPIC S.A.” and its environment. 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 Company Audit Committee, prepared in compliance with Article 11, Regulation (EU) No 537/2014. 2. Provision of Non-Audit Services We have not provided the prohibited non-audit services referred to in Article 5 of Regulation (EU) No 537/2014. Authorized non-audit services provided by us to the Company and its subsidiaries during the year ended as at December 31 st , 2022 are disclosed in Note 8.25 to the accompanying separate and consolidated financial statements. 3. Auditor’s Appointment We were first appointed the Company’s Chartered Accountants following as of 29/06/2006 Decision of the Annual Regular General Meeting of the Shareholders. Since then, our appointment has been constantly renewed for a total period of 17 years in compliance with the Decisions of the Annual Regular General Meetings of the Company Shareholders. 4. Internal Regulation Code The Company has in effect Internal Regulation Code in conformance with the provisions of article 14 of Law 4706/2020. 5. Assurance Report on European Single Electronic Format © 2023 Grant Thornton Greece. All rights reserved. 69 We examined the digital records of the Company “TECHNICAL OLYMPIC S.A.” (“Company” or/and “Group”) , prepared in accordance with the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2022, in XHTML format (213800UFJ4FKKNS7HY05-2022-12-31-en.xhtml), as well as the provided XBRL file (213800UFJ4FKKNS7HY05-2022-12- 31-en.zip) with the appropriate mark-up, on the aforementioned consolidated financial statements, including the other explanatory information (Notes to Financial Statements). Regulatory Framework The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, the following requirements: • All annual financial reports shall be prepared in XHTML format. • For the consolidated financial statements in accordance with IFRS, financial information included in the Statement of Comprehensive Income, in the Statement of Financial Position, in the Statement of Changes in Equity and in the Statement of Cash Flows as well as the financial reporting included in the other explanatory information shall be marked-up with XBRL “tags” and “block tag”, in accordance with the effective ESEF Taxonomy as effective. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards. The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing a conclusion of reasonable assurance. Responsibilities of Management and Those Charged with Governance Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company for the year ended December 31, 2022, in accordance with the requirements of ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibilities Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines on the auditors’ engagement and assurance report on European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate and the consolidated financial statements of the Company, prepared by the management in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework. We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014. We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a guarantee that this work will always detect a material misstatement of non-compliance with the requirements of ESEF Regulation. Conclusion Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2022, in XHTML format (213800UFJ4FKKNS7HY05-2022-12- 31-en.xhtml), as well as the provided XBRL file (213800UFJ4FKKNS7HY05-2022-12-31-en.zip) with the appropriate mark- up on the above consolidated financial statements, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework. © 2023 Grant Thornton Greece. All rights reserved. 70 Athens, April 13, 2023 The Certified Public Accountant Panagiotis Noulas Registry Number SOEL 40711 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 71 1. SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION THE GROUP THE COMPANY Amounts in EUR Note 31/12/2022 31/12/2021 31/12/2022 31/12/2021 ASSETS Non-current assets Owner-occupied tangible assets 8.1 100.038 .419 59.430. 568 11.707.139 9.630.151 Right-of-use assets 8.2 2.115.7 40 2.174.5 60 19.878 - Intangible assets 8.3 10.535 11.845 10.535 11.825 Investments in subsidiaries 8.4 - - 173.173.904 138.353.261 Investments in associates 8.5 3.200 2.400 2.400 2.400 Equity Instruments 8.6 30.284. 344 30.455. 710 - - Investment property 8.7 16.421. 379 13.311. 379 15.636.379 12.541.379 Other long-term assets 8.8 10.768. 662 6.415.1 08 3.697.528 3.712.799 Total 159 .642 .279 111 .801 .571 204.247.762 164.251.815 Current assets Inventories 8.9 173.928 168.415 - - Trade and other receivables 8.10 1.436.5 79 1.661.4 90 695.335 645.735 Other receivables 8.11 25.595. 914 31.738. 864 5.683.439 5.777.856 Financial assets at fair value through other comprehensive income 8.12 4.770.0 00 - 4.770.000 - Financial assets at fair value through profit and loss 8.13 9.141.5 11 12.688. 068 19.206 27.542 Cash and cash equivalents 8.14 28.079. 967 37.930. 931 529.390 8.731.129 Total 69.197 .899 84.187 .769 11.697.370 15.182.261 Non-current assets intended for sale - - - Total assets 228 .840 .178 195 .989 .340 215.945.133 179.434.075 EQUITY AND LIABILITIES Equity Share capital 8.15 203.466 .750 203.466 .750 203.466.750 203.466.750 Share premium 8.15 261.240 .454 261.240 .454 261.240.454 261.240.454 Reserves from fair value valuation of property and machinery 8.15 59.203. 063 25.907. 626 5.413.426 5.146.351 Reserves from valuation of financial assets at fair value through other comprehensive income 8.15 17.470. 822 25.371. 188 (103.829.531) (134.900.173) Other reserves 8.15 12.534. 453 12.534. 453 11.382.814 11.382.814 Equity Shares 8.15 (1.093.97 6) (69.086) (1.093.976) (69.086) Retained earnings (375.661. 552) (380.709. 551) (185.238.520) (183.048.979) Foreign exchange differences 8.15 (1.176.64 5) (735.427) - - Equity attributable to the owners of the parent 175 .983 .369 147 .006 .407 191.341.417 163.218.130 Non-controlling interests 14.261. 632 7.345.9 78 - - Total equity 190 .245 .001 154 .352 .385 191.341.417 163.218.130 Long-term liabilities Deferred tax obligations 8.16 3.957.5 75 3.713.1 86 2.636.068 2.260.991 Employee benefit obligation due to termination 8.17 36.922 44.517 32.642 40.961 Government grants related to fixed assets 8.18 853.882 885.501 - - Long-term financial liabilities 8.19 13.004. 962 14.575. 146 10.739.344 3.222.159 Other long-term liabilities 8.20 2.428.8 28 2.492.9 99 289.887 272.161 Total 20.282 .169 21.711 .350 13.697.940 5.796.271 Short-term liabilities - Suppliers and similar liabilities 8.21 2.790.7 21 3.032.0 76 472.250 386.091 Current tax liabilities 8.22 109.746 13.987 - - Short-term financial liabilities 8.19 3.625.7 30 5.105.5 77 521.707 857.148 Liabilities from contracts with customers 8.23 465.663 283.281 - - Other current liabilities 8.24 11.321. 150 11.490. 684 9.911.818 9.176.435 Total 18.313 .009 19.925 .604 10.905.776 10.419.674 Total liabilities 38.595 .178 41.636 .954 24.603.716 16.215.946 Total equity and liabilities 228 .840 .178 195 .989 .340 215.945.133 179.434.075 The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements. Potential deviations are due to rounding. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 72 2. SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Sales from construction contracts 7.1.4 - 479.060 - - Sale of charters 7.1.4 13.530.567 5.972.756 - - Provision of services 7.1.4 440.536 364.073 264.000 364.000 Total Sales 7.1.4 13.971.10 3 6.815.888 264.000 364.000 Cost of sales 8.25 (10.319.234) (6.459.936) (790.680) (827.706) Gross profit/(loss) 3.651.869 355.952 (526.680) (463.706) Administrative expenses 8.25 (3.655.482) (3.964.320) (1.838.714) (1.419.362) Other expenses 8.26 (1.019.447) (2.107.096) (469.245) (434.886) Other income 8.26 1.747.727 3.924.761 766.226 828.666 Operating results before tax, financial and investment results 724.667 (1.790.70 3) (2.068.413) (1.489.288) Financial expenses 8.27 (1.840.298) (1.415.489) (260.328) (290.463) Financial income 8.27 1.218.740 35.962 1.596 31.953 Other financial results (86.415) (120.871) (381) (3) Income from dividends 8.28 4.228.168 261.986 - - Profits (losses) of valuation of financial assets through profit and loss 8.13 (1.722.102) 426.609 (8.336) 1.172 Profits (losses) from investments - - - (421.380) Profits / (losses) from valuation of owner-occupied and investment property 8.7 376.937 275.000 361.937 245.000 Percentage of associates results 8.5 (449.200) - - - Profits / (losses) before tax 2.450.498 (2.327.50 6) (1.973.925) (1.923.009) Income tax 8.29 (1.150.536) (843.087) (299.748) (264.847) Profits / (losses) for the period after tax from continuing operations 1.299.962 (3.170.59 3) (2.273.673) (2.187.856) Result from discontinued operations 8.30 - (1.115.988) - - Profits / (losses) for the period after tax 1.299.962 (4.286.58 1) (2.273.673) (2.187.856) ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 73 THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Other comprehensive income / (losses) for the period Items that will not be subsequently classified in the income statements: Revaluation of the employee benefit obligation 1.433 69.100 767 54.324 Deferred tax from revaluation of owner-occupied fixed assets at fair values 8.16 163.156 722.022 (75.329) 133.151 Revaluation of owner-occupied fixed assets at fair values 8.1 44.479.088 18.178.081 425.770 635.117 Acquisitions of equity shares (1.024.890) (69.086) (1.024.890) (69.086) Revaluation of Equity Instruments and financial instruments at fair value through comprehensive income (7.900.366) 23.156.501 31.070.642 32.021.181 Total: 35.718.42 1 42.056.61 8 30.396.960 32.774.687 Items that may be subsequently classified in the income statements: Exchange rate differences from conversion of financial statements of foreign operations (1.094.534) (938.837) - - Subsidiary Establishment - 1.340.784 - - Other - 13.201 - - Total: (1.094.53 4) 415.149 - - Other comprehensive income after tax for the period 34.623.88 7 42.471.76 7 30.396.960 32.774.687 Total comprehensive income for the period: 35.923.84 9 38.185.18 6 28.123.287 30.586.831 The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements. Potential deviations are due to rounding. The results of the discontinued operations are separately presented and analyzed in Note 8.30 in line with the provisions of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Results for the period attributed to: Owners of the parent 765.136 (3.272.850) (2.273.673) (2.187.856) Non-controlling interests 534.826 102.257 - - From continuing operations 1.299.962 (3.170.59 3) (2.273.673) (2.187.856) Owners of the parent - (1.115.988) - From discontinued operations - (1.115.98 8) - - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 74 / THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Owners of the parent 28.976.962 34.368.422 28.123.287 30.586.831 Non-controlling interests 6.946.887 3.816.763 - - Total comprehensive income for the period 35.923.84 9 38.185.18 6 28.123.287 30.586.831 EBITDA THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Profit before tax 2.450.498 (2.327.506) (1.973.926) (1.923.009) Plus: Financial expenses 1.840.298 1.415.489 260.328 290.463 Plus: Financial income (1.218.740) (35.962) (1.596) (31.953) Plus: Other financial results 86.415 120.871 381 3 Plus: Income from dividends (4.228.168) (261.986) - - Plus: Profit / (loss) from valuation of self-used and investment property (376.937) (275.000) (361.937) (245.000) Plus: Profit (loss) from valuation of financial assets through profit and loss 1.722.102 (426.609) 8.336 (1.172) Profit / (loss) from disposal of securities - - - 421.380 Plus: Percentage of associates results 449.200 - - - Plus: Depreciation/Amortization 5.871.833 2.946.662 337.279 242.599 EBITDA 6.596.501 1.155.960 (1.731.134) (1.246.689) The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements. The results of the discontinued operations are separately presented and analyzed in Note 8.30 in line with the provisions of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations” ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 75 3. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Amounts in EUR Share capital Share premium Reserves from fair value valuation of property and machinery Other reserves Reserves from valuation of financial assets at fair value through other comprehensive income Equity Shares Retained Earnings Foreign exchange differences Equity attributable to owners of the parent Non- controlling interests Total equity Balance as at 31/12/2021 203.466.750 261.240.454 25.907.626 12.534.453 25.371.188 (69.086) (380.709.551) (735.427) 147.006.407 7.345.978 154.352.385 Changes in Equity 2022 Dividends to shareholders of the parent/non-controlling interest - - - - - - - - - (31.232) (31.232) Profit / (loss) for the period - - - - - - 765.136 - 765.136 534.826 1.299.962 Readjustment to privately owned Property, Machinery and Vessels in the current year - - 37.932.197 - - - - - 37.932.197 6.546.890 44.479.088 Depreciation / Write off of fair value reserve - - (4.799.917) - - - 4.799.917 - - - - Reassessment of employee benefit obligation - - - - - - 1.191 - 1.191 241 1.433 Exchange differences for consolidation of subsidiaries / branches - - - - - - - (959.463) (959.463) (135.071) (1.094.534) Deferred tax from revaluation / amortization of reserves from real estate valuation at current values - - 163.156 - - - - - 163.156 - 163.156 Revaluation of equity instruments - - - - (7.900.366) - - - (7.900.366) - (7.900.366) Acquisition of equity shares - - - - - (1.024.890) - - (1.024.890) - (1.024.890) Other reclassifications - - - - - - (518.245) 518.245 - - - Total Comprehensive Income for the Period - - 33.295.437 - (7.900.366) (1.024.890) 5.047.999 (441.217) 28.976.962 6.946.887 35.923.849 Balance as at 31/12/2022 203.466.750 261.240.454 59.203.063 12.534.453 17.470.822 (1.093.976) (375.661.552) (1.176.645) 175.983.369 14.261.632 190.245.001 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 76 Amounts in EUR Share capital Share premium Reserves from fair value valuation of property and machinery Other reserves Reserves from valuation of financial assets at fair value through other comprehensive income Equity Shares Retained Earnings Foreign exchange differences Equity attributable to owners of the parent Non- controlling interests Total equity Balance as at 31/12/2020 203.466.750 261.240.454 14.337.375 12.534.453 2.214.687 - (381.223.035) 67.301 112.637.984 3.529.215 116.167.199 Profit / (loss) for the period - - - - - - (4.388.838) - (4.388.838) 102.257 (4.286.581) Transfers - Readjustment to privately owned Property, Machinery and Vessels in the current year - - 15.610.335 - - - - - 15.610.335 2.567.746 18.178.081 Depreciation / Write off of fair value reserve - - (3.730.794) - - - 3.730.794 - - - - Reassessment of employee benefit obligation - - - - - - 69.094 - 69.094 5 69.100 Exchange differences for consolidation of subsidiaries / branches - - - - - - - (821.213) (821.213) (117.623) (938.837) Deferred tax from revaluation / amortization of reserves from real estate valuation at current values - - 722.022 - - - - - 722.022 - 722.022 Revaluation of equity instruments - - - - 23.156.501 - - - 23.156.501 - 23.156.501 Acquisition of equity shares - - - - - (69.086) - - (69.086) - (69.086) Non-controlling interests from establishment of subsidiaries - - - - - - - - - 1.340.784 1.340.784 Effects of change in investment in subsidiaries - - (990.758) - - - 1.134.648 (67.485) 76.405 (76.405) - Other - - (40.554) - - - (32.215) 85.970 13.201 - 13.201 Total Comprehensive Income for the Period - - 11.570.251 - 23.156.501 (69.086) 513.484 (802.728) 34.368.422 3.816.763 38.185.186 Balance as at 31/12/2021 203.466.750 261.240.454 25.907.626 12.534.453 25.371.188 (69.086) (380.709.551) (735.427) 147.006.407 7.345.978 154.352.385 The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 77 4. SEPARATE STATEMENT OF CHANGES IN EQUITY Amounts in EUR Share capital Share premium Reserves from fair value valuation of property and machinery Reserves from valuation of financial assets at fair value through other comprehensive income Other reserves Equity Shares Retained earnings Total equity Balance as at 31/12/2021 203.466.750 261.240.454 5.146.351 (134.900.173) 11.382.814 (69.086) (183.048.979) 163.218.130 Change in Equity in 2022 Profit / (loss) for the period - - - - - - (2.273.673) (2.273.673) Readjustment to privately owned Property in the current year - - 425.770 - - - - 425.770 Depreciation / Write off a fair value reserve - - (83.366) - - - 83.366 - Reassessment of employee benefit obligation - - - - - - 767 766 Deferred tax from revaluation / amortization of reserves from real estate valuation at current values - - (75.329) - - - - (75.329) Revaluation of fair value of subsidiaries - - - 31.070.642 - - - 31.070.642 Acquisition of equity shares - - - - - (1.024.890) - (1.024.890) Total Comprehensive Income for the Period - - 267.075 31.070.642 - (1.024.890) (2.189.541) 28.123.286 Balance as at 31/12/2022 203.466.750 261.240.454 5.413.426 (103.829.531) 11.382.814 (1.093.976) (185.238.520) 191.341.416 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 78 Amounts in EUR Share capital Share premium Reserves from fair value valuation of property and machinery Reserves from valuation of financial assets at fair value through other comprehensive income Other reserves Equity Shares Retained earnings Total equity Balance as at 31/12/2020 203.466.750 261.240.454 4.605.746 (166.921.355) 11.382.814 - (181.143.110) 132.631.300 Profit / (loss) for the period - - - - - - (2.187.856) (2.187.856) Readjustment to privately owned Property in the current year - - 635.117 - - - - 635.117 Depreciation / Write off a fair value reserve - - (227.662) - - - 227.662,12 - Reassessment of employee benefit obligation - - - - - - 54.324,41 54.324,41 Deferred tax from revaluation / amortization of reserves from real estate valuation at current values - - 133.149 - - - - 133.149 Revaluation of fair value of subsidiaries - - - 32.021.181 - - - 32.021.181 Acquisition of equity shares - - - - - (69.086) - (69.086) Total Comprehensive Income for the Period - - 540.605 32.021.181 - (69.086) (1.905.869) 30.586.831 Balance as on 31/12/2021 203.466.750 261.240.454 5.146.351 (134.900.173) 11.382.814 (69.086) (183.048.979) 163.218.130 The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 79 5. SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS THE GROUP THE COMPANY Amounts in EUR Note 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Cash flows from operating activities Profits / (losses) for the period (before tax) 2.450.4 98 (2.327.50 6) (1.973.925) (1.923.008) Profit / (loss) for the period (before tax) from discontinued operations 8.30 - (1.115.98 8) - Profit readjustment 8.33 (343.544) 4.204.9 54 140.797 284.032 Total 2.106.9 54 761.460 (1.833.128) (1.638.976) Changes in Working capital (Increase) / decrease in inventories 4.907 (166.726) - - (Increase) / decrease in trade / other receivables 2.930.9 03 3.154.7 19 104.541 110.708 Increase/(decrease) in liabilities (279.916) (5.492.27 4) 592.198 (2.777.190) Outflows for employee benefits due to retirement (16.240) (29.522) (16.240) (29.522) Total 2.639.6 54 (2.53 3.803) 680.499 (2.696.004) Cash flows from operating activities 4.746.6 08 (1.77 2.343) (1.152.629) (4.334.980) Less: Income tax payments (25.310) (6.355) (18.340) (3.795) Less: Interest paid 508 - - Net cash flows from operating activities 4.721.8 06 (1.77 8.697) (1.170.969) (4.338.775) Cash flows from investing activities Acquisition of tangible fixed assets 8.1 (2.060.16 9) (24.292.9 97) (1.994.393) (37.514) Acquisition of intangible assets (4) (12.900) (24) (12.900) Disposal of tangible assets 63.341 314.008 - 15.500 Share capital increase of subsidiaries - - (3.750.000) (1.250.000) Sales of financial assets at fair value through profit or loss 4.846.0 81 8.007.4 41 - - Acquisitions of financial assets at fair value through other comprehensive income 8.12 (9.999.00 0) - (4.770.000) - Proceeds from loans granted - - - 1.500.000 Advance payments for acquisition of subsidiaries - (2.500.00 0) - - Acquisitions of investment property (2.617.28 1) - (2.617.281) - Acquisitions of financial assets at fair value through profit or loss 8.13 (3.013.29 0) (15.298.7 31) 8.336 (26.370) Payments for acquisition of equity securities - - - - Collectibles from disposal of subsidiaries 8.6 148.603 6.912.6 55 - - Acquisitions of investments in associates (450.000) - - - Collectibles from return on equity securities 8.28 - 1.506.1 11 - - Dividends received 8.28 4.228.1 68 261.986 - - Loans granted (340.910) - - - Net cash flows from investing activities (9.19 4.462) (25.1 02.428) (13.123.362) 188.716 Cash flows from financing activities Assumed loans 8.19 - 16.488. 711 8.000.059 1.571 Loan repayment (3.584.93 7) (3.656.58 5) - - Interest earned 1.218.7 40 62.829 1.596 31.953 Interest paid (1.075.41 6) (1.232.75 2) (260.328) (144.500) Payments of finance lease principal (793.847) (774.803) (623.844) (432.145) Share capital increase - 1.340.7 85 - - Collectibles from subsidiary capital increases from non- controlling interests - (69.086) - - Acquisition of equity shares (1.024.89 0) - (1.024.890) (69.086) Dividends paid to minority interest (137.188) - - - Net cash flows from financing activities from continuing operations (5.39 7.538) 12.159 .100 6.092.592 (612.207) Net increase / (decrease) in cash and cash equivalents (9.87 0.194) (14.7 22.024) (8.201.739) (4.762.266) Opening period cash and cash equivalents 37.930. 931 52.878. 355 8.731.129 13.493.395 Currency translation differences in cash equivalent 19.229 (225.398) - - Closing period cash and cash equivalents 28.079 .967 37.930 .931 529.390 8.731.129 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 80 NOTES TO FINANCIAL STATEMENTS 5.1. General information about the Company The Company TECHNICAL OLYMPIC S.A. was established in 1965 as a Private Limited Company under the name “Pelops Studies & Constructions Technical Company S.A. – K. Galanopoulos and K. Stengos” with its registered offices in Patra. In 1967, changed its legal form to a société anonyme under the title “PELOPS S.A.”. In 1980 it changed its name to “TECHNICAL OLYMPIC S.A.”. The company’s headquarters are in the Municipality of Alimos, Attiki (20, Solomou Str., Ano Kalamaki) and is registered in the Société Anonyme Register (S.A. Reg.) with the number 6801/02/Β/86/8. The duration of the company has been set to 57 years, i.e. until 22/12/2037. The initial activities of the Company during 1965 - 1970 were the study and construction of national and local road in Ilia and Achaia Prefecture, as well as the construction of various private construction projects in the area of Patras. Since 1971 the Company made a dynamic entry into other categories of construction works, made substantial investments in mechanical equipment and in construction of any kind of works (irrigation, hydraulic, sewage, harbour facilities, road constructions, buildings, electromechanical, etc.). Over the years that followed, the Company continued its development policy by proceeding to significant investments in fixed asset equipment, acquisition of shares and establishment of companied with the same or similar scope of operations in Greece and abroad. TECHNICAL OLYMPIC S.A. participates in a number of companies that are active in the construction of public and private projects, residences, exploitation and management of Samos Marina and, till 15/4/2020 - tourism and hospitality in general (operation and management of three hotels, golf facilities, operation and management of a yacht marina, etc.), in development of real estate in Greece and abroad. In summary, the basic information about the Company is as follows: Composition of the Board of Directors Konstantinos Stengos (Chairman of the BoD) Georgios Stengos (Chief Executive Officer) Marianna Stengou (Appointed Member) Marina Giotaki (Non-Executive Member) Athanasios Klapadakis (Deputy BoD Chairman, Non-Executive Member) Spyridon Magliveras (Independent, Non-Executive Member) Dimitrios Vassilopoulos (Independent, Non-Executive Member) VAT Tax Registration Number 094105288 GEMI number 124004701000 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 81 SCOPE OF OPERATIONS TECHNICAL OLYMPIC has created a strong center for the management of participations in the domains of its operation. More specifically, the Company is active as follows: • Regarding the Group’s activity in the shipping segment, the sub-subsidiary company T.O. SHIPPING LTD has already been established and domiciled in Cyprus, which is by 100% controlled by the company HOLDINGS INTERNATIONAL LTD., a 100% subsidiary of the Company. In the context of the above, the sub-subsidiary T.O SHIPPING LTD in collaboration with other companies/investors (equity partners) participates in the establishment of companies which will then acquire participation (majority and/or minority, direct and/or indirect) in newly established ship-owning company which will proceed with the acquisition of every vessel. The Group’s strategic choice, in the context of its activity in the shipping segment, is to take advantage of any opportunities presented in the acquisition of vessels in order to generate satisfactory income for the Group from the vessel operation as well as the respective fare agreements, combined with a potential resale in the future. It already participates indirectly with a percentage of 15% in 6 companies owning an equal number of vessels and directly with a percentage of 85% in a company owning one vessel (ROMA HOLDING LLC). • In management, exploitation and indirect construction of marinas through the companies SAMOS MARINES S.A. • In the REAL ESTATE construction segment – investment property - through its participation in the companies TOURIST DEVELOPMENTS SA PORTO CARRAS SA in Greece, EUROROM CONSTRUCTII SRL in Romania. • In the construction segment through its subsidiary T.O. CONSTRUCTION S.A. This company has the highest degree public works classification, held by PORTO CARRAS, contributed to it together with the construction segment during its spin-off. TECHNICAL OLYMPIC S.A. is the Group’s neuralgic knot, monitoring and coordinating all the companies, determining and overseeing the goals and the projects undertaken and securing the organizational and operational synergy of the different segments. Following the disposal of the shares of the companies included in PORTO CARRAS complex of CHALKIDIKI, the group’s strategy for the next period primarily has the following objectives: • Expansion of the Group's activities both - domestically and overseas - in tourism, "green" energy and Real Estate - Investment and / or Development. The Group aims at utilizing its know-how combined with its current significant liquidity, seeking to find and exploit investment and development opportunities in the above segments. • Valuation and participation on a case-by-case basis of investment projects in the wider maritime segment. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 82 • Continuation and completion of public works in Romania that it has undertaken and are currently in progress. In addition, valuation and participation on a case-by-case basis in co-financed construction projects (concession projects or PPP projects). 5.2. Framework for preparation of financial statements and accounting principles 5.2.1. Basis for Presentation The Company’s annual consolidated and separate financial statements as of December 31, 2022 (hereinafter the Financial Statements) covering the annual period from January 1st to December 31, 2022 have been prepared in accordance with the International Financial Reporting Standards (hereinafter IFRS) as issued by the International Accounting Standards Board (IASB) and according to their interpretations, which have been published by the International Financial Reporting Interpretations Committee (IFRIC) of IASB and adopted by the European Union by December 31st, 2021. All the revised or newly issued Standards and Interpretation applicable to the Group and effective as at December 31st, 2022 were taken into account under the preparation of the financial statements for the current year to the extent they were applicable. No Standards have been applied before their effective date. The relevant accounting policies, summarized in Note 6, have been consistently applied to all the presented periods. The accounting principles applied under the preparation of the financial statements are the same as those followed under the preparation of the financial statements of the Group and the Company for the year ended 31 December 2020, except adopting amendments to certain standards, mandatory to be applied in the European Union for fiscal years beginning on 1 January 2023 (see Note 5.3). The accompanying Financial Statements have been prepared based on the Going Concern principle given that Management estimates that the Company and its subsidiaries have sufficient resources to ensure their smooth operation in the foreseeable future. In particular, taking into account the current and projected financial position of the Group and the Company and their liquidity levels (including the observance of medium-term budgets), the Management of the Group and the Company estimates that the use of the going concern principle is appropriate for the preparation of the accompanying annual financial statements. 5.2.2. Basis for measurement The accompanying separate and consolidated Financial Statements have been prepared based on the historical cost principle, except for tangible assets, investment properties, investments in subsidiaries (separate financial statements), investments in associates and equity instruments, measured at fair value. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 83 5.2.3. Presentation Currency Presentation currency is Euro (the currency of domicile of the Group’s Parent company) and all the amounts are recorded in Euro, unless otherwise specified. It should be noted that any differences are due to rounding. 5.2.4. Use of Estimates Preparation of Financial Statements in accordance with IFRSs requires use of estimates and exercise of judgments when applying the Company’s accounting principles. Management's judgments, assumptions and estimates affect the amount at which certain assets and liabilities are measured, the amount recognized in the course of the fiscal period for certain income and expenses, and the estimates presented for contingent liabilities. Assumptions and estimates are assessed on an ongoing basis and in line with historical experience and other factors, including expectations for the outcome of future events that are reasonably considered under the circumstances. These estimates and assumptions relate to the future and, as a consequence, the actual results are likely to be different from the accounting calculations. During the preparation of these Financial Statements, the significant accounting estimates, judgments and assumptions relating to future and other principal sources of uncertainty at the date of preparation of the financial statements , which carry a substantial risk of causing significant changes in the amounts of assets and liabilities within the next fiscal year, remained the same as those applied and in force at the time of preparation of the annual financial statements of December 31, 2021. The Group's accounting principles are consistent with those applicable to the Annual Financial Statements of December 31, 2021 except the additions to accounting policies relating to marine accounting issues. As a result of the effects of the spread of COVID-19 pandemic, the Group Management reviewed the estimates related to the future cash flows where they were used to estimate the recoverable amount of its assets but also to an overall assessment of the impact of the pandemic to the Group's assets. This review did not result in any impairment. Areas, requiring the highest degree of judgment and the areas in which estimates and assumptions have a significant impact on the consolidated financial statements are presented in Note 5.5 to the Financial Statements. 5.3. New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from or after 01/01/2022. • Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment”, IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and “Annual Improvements 2018-2020” (effective for annual periods starting on or after 01/01/2022) ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 84 In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board’s Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically: Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations. Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making. Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases. The amendments affect the separate and consolidated Financial Statements. 5.4. New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union The following new Standards, Interpretations and amendments of IFRSs have been issued by the International Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by the European Union: • IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023) In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2023. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 85 • Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting on or after 01/01/2023) In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant accounting policies. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023. • Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates” (effective for annual periods starting on or after 01/01/2023) In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2023. • Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction” (effective for annual periods starting on or after 01/01/2023) In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2023. • Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information” (effective for annual periods starting on or after 01/01/2023) In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to address an important issue related to temporary accounting mismatches between insurance contract liabilities and financial assets in the comparative information presented when applying IFRS 17 “Insurance Contracts” and ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 86 IFRS 9 “Financial Instruments” for the first time. The amendment aims to improve the usefulness of comparative information for the users of the financial statements. The Group will examine the impact of the above on its Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023. • Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods starting on or after 01/01/2024) In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in October 2022, the IASB issued an additional amendment that aim to improve the information companies provide about long-term debt with covenants. IAS 1 requires a company to classify debt as non-current only if the company can avoid settling the debt in the 12 months after the reporting date. However, a company’s ability to do so is often subject to complying with covenants. The amendments to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above have not been adopted by the European Union. • Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods starting on or after 01/01/2024) In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to measure the transaction when reporting after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These amendments will not change the ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 87 accounting for leases other than those arising in a sale and leaseback transaction. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union. 5.5. Significant accounting judgements, estimates and assumptions The preparation of financial statements in accordance with International Financial Reporting Standards (IFRS) requires management to make judgments, estimates and assumptions that affect the publicized assets and liabilities at the financial statements preparation date. They also affect the disclosures of contingent assets and liabilities at the financial statements preparation date and the publicized amounts of revenues and expenses for the period. Estimates and judgments are based on historical experience and other factors, including expectations of future events that are considered reasonable under specific circumstances and are constantly re-assessed using all the available information . 5.5.1. Judgements, estimates and assumptions During the implementation of accounting policies, the company’s management applies its judgment based on its knowledge of the company affairs as well as the market in which it operates, using as a base the complete information at its disposal. Potential future changes of the current conditions are taken into consideration, in order to apply the best accounting policy. The management’s judgments, regarding estimation performance, as summarized in the following categories. Specific amounts included or affecting the financial statements along with relevant disclosures are estimated assuming values or conditions which cannot be known with certainty at the time the financial statements are issued. An accounting estimate is considered significant when it is important for the financial position of the Group and fiscal year results and requires management's most difficult, subjective or complex judgments. Estimates and judgments are based on historical experience and other factors, including expectations of future events that are considered reasonable under specific circumstances and are constantly re-assessed using all the available information. The most important judgments, estimates and assumptions used under the preparation of the financial statements are presented below as follows. ▪ Impairment of non-financial assets Non‐financial assets are tested for impairment whenever events or changes in the effective conditions demonstrate that their book value may not be recoverable, in accordance with the accounting policy described in Note 6.8. Goodwill is tested for impairment at least annually. ▪ Fair value measurement ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 88 The Management uses valuation techniques to determine the fair value of financial instruments (when no active market prices are available) and non‐financial assets. This procedure involves making estimates and assumptions about the price that market participants would pay to acquire these financial instruments. The Management bases its assumptions on observable data, but this is not always feasible. In such cases, the Management uses the best available information for its estimates, based on its past experience and taking into account available information. Estimated fair values may differ from the actual values that would be made in the ordinary course of transactions as at the reporting date of the financial statements. ▪ Valuation of owner-occupied and investment tangible assets at fair value The Group measures Owner-occupied Land, buildings and machinery of the construction segment and Investment property at fair value. The fair value of property, plant and equipment is determined combining the discounting future cash flows method regarding cash flows, arising from the use of assets, and the replacement cost method. The fair value of investment property is determined combining the Comparative Method, taking into account the factors determining the value of the above property, including comparative sales prices as well as trends in the economy and property market and discounted cash flows in order to determine value in use of the CGUs (i.e. every subsidiary or associate). Determination of value in use requires an estimate of the future cash flows of every CGU and selection of the appropriate discount rate, which will be used to determine the present value of the aforementioned future cash flows. ▪ Valuation of holdings in subsidiaries, associates and investments in securities at fair value The Company holds investments in subsidiaries and securities non-listed on an active market, Therefore their fair value is determined by discounting future cash flows in use with the exception of those whose value is determined directly depending on the fair value of non-current assets, as they constitute the most significant component of their assets. Determination of value in use requires an estimate of the future cash flows of every CGU and selection of the appropriate discount rate, which will be used in order to determine the present value of the aforementioned future cash flows. ▪ Income Tax The Group is subject to income tax from various tax authorities. For the determination of the projections for income tax significant estimations are required. There are numerous transactions and calculations for which the exact tax determination during the normal course of the company’s activities is uncertain. The Group’s management admits liabilities for anticipated tax audit issues, based on estimation for the additional tax amount possibly owed. When the final result from the taxes of these issues, differs from the amount initially recorded in the financial statements, these differences will affect income tax and the projections on deferred taxation in the period during which these amounts have been finalized. ▪ Provisions for expected credit losses from trade receivables ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 89 The Group applies the simplified approach under the provisions of IFRS 9 for calculation of expected credit losses. Under the aforementioned approach, provision for impairment is measured at an amount equal to the expected lifetime loss for the receivables from customers and the contractual assets. The Group has made provisions for bad debts in order to adequately cover the loss that can be reliably estimated and arises from these receivables. At every reporting period date, the provision that has been made is adjusted and potential changes are recognized in the income statement. ▪ Contingent assets and liabilities The Group is involved in legal disputes and compensations during its normal business activities. The existence of contingent liabilities and receivables requires the Management to make assumptions and judgments on an on‐ going basis about the probability that future events will occur or not occur as well as the potential consequences that these events may have on the Company's and the Group's operations. Determining contingent assets and liabilities is a complex process that includes making judgments about future events, laws, regulations, etc. Changes in judgments or interpretations are likely to lead to an increase or decrease in the Company's contingent liabilities in the future. When additional information becomes available, the Group's Management reviews the facts based on which it may also be led to revise its estimates. ▪ Recognition of revenue from construction contracts Revenue from contracts with customers and the related receivables from construction contracts reflect significant management estimates and are determined using the stage of completion method as arising from the balance between the realized cost and the total estimated cost to the completion of the project. Based on the IFRS 15 input method, at every reporting date, the construction cost is compared to the total budgeted cost of the projects in order to determine their completion percentage. The total budgeted cost is based on estimation procedures and is reassessed and reviewed at every reporting date. The Group makes estimates regarding the outcome of the contracts and the total budgeted contract cost, based on which the completion percentage is determined. When the outcome of a contract cannot be reliably determined (e.g. project is at initial stage), the Group assesses the outcome to the extent the assumed cost is likely to be recovered, while the cost is recognized in the results of the period in which it is incurred. ▪ Useful life of depreciable assets In order to calculate depreciation, in every reporting period, the Group examines the useful life and residual value of tangible and intangible assets in the light of technological, institutional and economic developments as well as the experience arising from their use. On 31/12/2022, the Management estimates that useful lives represent the expected usefulness of the assets. Actual results, however, may differ due to technical gradual depreciation, especially as regards IT equipment and software. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 90 ▪ Provision for personnel compensation Based on IAS 19, the Group, makes estimates of the assumptions underlying the actuarial valuation of provision for personnel compensation. The provision amount for personnel compensation is based on an actuarial study. The actuarial study includes specific assumptions on discount rate, employees’ salary increase rate, consumer price index increase and the expected remaining working life. The assumptions used involve significant uncertainty and the Group's management continuously reassesses these assumptions. 6. Key Accounting Policies The accounting principles used under the preparation of the financial statements for fiscal year 2022, have been used consistently for all fiscal years presented and analysed below. Financial statements are presented in Euro. It is to be noted that any changes in the amounts are due to rounding. 6.1. Segment Reporting The Company's Board of Directors is the principal business decision maker. It also reviews internal financial reporting in order to evaluate the performance of the Company and the Group and make decisions about allocation of resources. The Management has determined the operating segments based on this internal reporting. The Board of Directors uses various criteria in order to assess the Group's operations, which vary according to the nature of each segment, taking into account the risks and the existing cash requirements. A business segment is a group of assets and operations engaged in providing products and services which are subject to risks and returns different from those of other business segments. A geographical segment is a geographical region in which products are sold and services provided are subject to risks and returns different from other areas. As the primary model for segment reporting, the Group has selected business segment reporting. The Group presents as main business segments the domains of constructions, shipping and Samos Marina management. Geographically, the Group operates in Greece, Romania and Cyprus. Consolidation – investment in associates and joint ventures The consolidated financial statements include the financial statements of the parent Company (TECHNICAL OLYMPIC S.A.) and all the subsidiaries as at 31/12/2022. The date of preparation of the financial statements of the subsidiaries coincides with that of the parent. Intra-group transactions and balances have been eliminated in the accompanying consolidated financial statements. Where required, the accounting policies of subsidiaries have been amended to ensure consistency with the accounting policies adopted by the Group. Note 6.2 provides a complete list of consolidated subsidiaries together with the Group's relative percentages . Subsidiaries: Subsidiaries are all companies that are managed and controlled, directly or indirectly, by the Company either via the majority holding of the Company's shares in which the investment was made, or via its ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 91 dependency on the know-how provided by the Group. In other words, subsidiaries are companies which are controlled by the parent company. TECHNICAL OLYMPIC acquires and exercises control via voting rights. The existence of potential voting rights, which may be exercised during the financial statements preparation period, are taking into consideration in order to establish whether the parent company has control of the subsidiaries. Subsidiaries are fully consolidated (full consolidation) using the acquisition method from the date that control is acquired and cease to be consolidated from the date that control ceases to exist. In order to define control, the following conditions are examined, as defined in IFRS 10: 1. The parent company has authority over the investee, since it can direct the related (operational and financial) activities. This is achieved by the appointment of the majority of Board of Directors’ members and directors of the subsidiary by the Management of the parent. 2. The parent Company holds rights with variable returns from its participation in the subsidiary. Other non- controlled holdings are greatly dispersed and therefore cannot materially influence decision‐making. 3. The parent company may exercise its authority over the subsidiary to influence the amount of its returns. This is the result of decision‐making on subsidiary matters through controlling decision‐making bodies (Board of Directors and Directors). The acquisition of a subsidiary by the Group is accounted for based on the market price method. The acquisition cost of a subsidiary is the fair value of the assets given, the shares issued and the liabilities that were assumed on the exchange date, plus any cost that is directly associated with the transaction. Individual assets, liabilities and contingent liabilities that are acquired in a business combination are measured at fair value at acquisition regardless of the holding percentage. The purchase cost in excess of the fair value of the acquired assets is recorded as goodwill. If the total purchase cost is less than the fair value of the acquired assets, the difference is recorded directly in profit or loss. Accounting policy regarding acquisition of entities that do not constitute a business under the provisions of IFRS 3 – Acquisition of assets In line with the provisions of IFRS 3: Business Combinations”, the Group determines whether a transaction or other event is a business combination by applying the definition in this IFRS, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting entity shall account for the transaction or other event as an asset acquisition. IFRS 3 defined “business” as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners, members or participants (see accounting policy 4.2 “Business Combinations”). The accounting treatment of a business combination does not apply to acquisition of an asset (or group of assets) which does not constitute a "business". ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 92 In this context, if the entities acquired do not meet the definition of a business under IFRS 3: - The acquirer shall identify and recognize the individual identifiable assets acquired (including those assets that meet the definition of, and recognition criteria for, intangible assets in IAS 38 Intangible Assets) and liabilities assumed. - No goodwill or a gain are recognized on a bargain purchase. The cost of the acquired asset (or group of assets) is allocated to the separate identifiable assets and liabilities based on their relative fair values at the acquisition date. Under IAS 12.15(b), deferred tax is not recognized upon initial recognition of an asset or liability in a transaction that is not a business combination. In this context, no deferred tax is recognized under acquisition of assets. - Acquisition-related costs (advisory, legal, accounting, valuation and other professional or consulting fees) are recognized as expenses and charged to the income statement for the period in which they are incurred. Any contingent consideration provided by the Group is initially recognized at its fair value on the acquisition date. In business combinations, changes in the fair value of the contingent consideration that meet the conditions for their classification as an asset or liability are recognized with a corresponding change in the value of the recognized asset (e.g. IAS 38). Changes in a Parent’s Ownership Interest in a Subsidiary Where there are changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes result in a loss of control or not. ▪ When changes in ownership rights do not result in loss of control, they are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In such cases, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity. ▪ Otherwise, namely when changes in ownership lead to loss of control, the parent records the necessary sales records and recognizes the result of the sale (derecognition of the assets, goodwill and liabilities of the subsidiary at the date of loss of control, derecognition of the carrying value of non-controlling interests, determination of the result of the sale). When determining the sale result, any amount previously recognized in other comprehensive income in respect of that company is accounted for using the same method as would be applied by the Group in the event of direct sale of its assets or liabilities. This means that the amounts previously recognized in other comprehensive income are reclassified to the income statement. With the loss of control of a subsidiary, any investment held in the former subsidiary is recognized in accordance with the requirements of IFRS 9. In the separate financial statements, investments in subsidiaries were valued as Investments in Equity Instruments under the provisions of IFRS 9 (at fair values). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 93 Associates: Associates are the companies upon which the Group may exercise significant influence but do not fulfill the conditions to be designated either as subsidiaries or participation to a joint venture. The assumptions used by the group indicate that the percentage between 20% and 50% of voting rights of a company implies significant influence over that company. Investments in affiliated companies are initially accounted at cost and then evaluated in the consolidated financial statements using the method of net position. At every balance sheet date, the participation cost is increased with the Group’s ratio in the changes of the net position of the invested company and decreased with the received dividends of the affiliated companies. The Group’s share in profits or losses of the affiliated companies after the acquisition is recorded in the income statement, while the share of changes in the reserves after the acquisition, is recorded to the reserves. The accumulated changes affect the book value of the investments in the affiliated companies. When the Group’s participation to the losses of an affiliated company equals or exceeds its participation to the affiliated company, including any other insecure receivables, the Group does not recognize any further losses, unless it has covered liabilities or has made payments on behalf of the affiliated company and of those arising from its shareholder capacity. Non realized profits from transactions between the Group and the affiliated companies are eliminated by the Group’s participation percentage to the affiliated companies. Non realized losses are eliminated, unless the transaction indicates impairment of the transferred assets. The accounting principles of the affiliated companies have been modified in order to be in conformity with those implemented by the Group. In the separate financial statements investments in associates were evaluated at fair values, in accordance with the provisions IFRS 9. The results of the valuation are recorded in the Equity account in the Other Comprehensive Income. Joint Ventures and Joint Ventures: According to IFRS 11, there are two types of agreements: joint operations and joint ventures. The classification depends on the rights and obligations of the contractual parties, taking into account the structure and legal form of the agreement, the terms agreed by the parties and, where relevant, other facts and circumstances. Joint operations are considered to be joint agreements where the parties (participants) who have joint control have rights over the assets and liabilities on the obligations of the operation. Participants should account for assets and liabilities (as well as income and expenses) related to their share in the scheme. Joint ventures shall be considered as joint agreements where the parties (joint venturers) who have joint control over the agreements have rights over the net assets of the scheme. These companies are accounted for using the equity method (proportional consolidation is no longer permissible). The main joint agreements in which the Group participates concern the performance of construction contracts through joint venture schemes. These joint venture schemes are classified as joint operations because their legal form gives the parties direct rights to the ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 94 assets and liabilities to the obligations. Based on IFRS 11, the Group calculates assets, liabilities, revenues and expenses based on its share in the operations . 6.2. Group Structure As at 31/12/2022, the Group’s structure is as follows based on consolidation method: FULL CONSOLIDATION METHOD Country of Establishment % Participation Equivalent % DIRECT PARTICIPATION % INDIRECT PARTICIPATION INDIRECT PARTICIPATION SUBSIDIARY TECHNICAL OLYMPIC S.A. GREECE PARENT - - - EUROROM CONSTRUCTII '97 SRL CYPRUS 100,00% 100,00% - - Τ.Ο. HOLDINGS INTERNATIONAL LTD CYPRUS 100,00% 100,00% - - Τ.Ο. SHIPPING LTD CYPRUS 100,00% - 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD PORTO CARRAS DEVELOPMENT SA GREECE 30,60% 30,60% - - Τ.Ο. CONSTRUCTIONS S.A. GREECE 90,25% - 90,25% Τ.Ο. HOLDING INTERNATIONAL LTD TECHNICAL OLYMPIC AIRWAYS S.A. (UNDER LIQUIDATION) GREECE 41,54% 41,54% - - SAMOS MARINES S.A. GREECE 99,96% 99,96% - - TOXOTIS Technical S.A. GREECE 83,45% 83,45% - - J/V TOXOTIS Technical S.A. - GOUSGOUNIS S.A. - RECONSTRUCTION OF KIFISSOS AVENUE & POSEIDONOS AVENUE GREECE 99,00% - 99,00% TOXOTIS Technical S.A. ROMA HOLDING LLC MARSHALL 85,00% - 85,00% Τ.Ο. SHIPPING LTD ARIADNE REAL ESTATE Μ.Ι.Κ.Ε. GREECE 100,00% - 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD PFC PREMIER FINANCE CORPORATION LTD CYPRUS 100,00% - 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD NOVAMORE LTD CYPRUS 100,00% 100,00% Τ.Ο. HOLDING INTERNATIONAL LTD LUXURY LIFE IKE GREECE 100,00% 100,00% - - EQUITY METHOD Domicile Participation % % Direct Participation % Indirect Participation SUBSIDIARY OF INDIRECT PARTICIPATION Mount Street Hellas Holdco IRELAND PARENT - 50,00% PFC PREMIER FINANCE CORPORATION LTD ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 95 Changes in the Group structure in 2022 Cyprus domiciled second-tier subsidiary of "TECHNICAL OLYMPIC SA " under the title “PFC PREMIER FINANCE CORPORATION LTD" (a 100% subsidiary of T.O. INTERNATIONAL HOLDING LTD), after the completion of the legal and financial audit, on 22/12/2021 signed an agreement on acquisition of 50% of the Irish company "Mount Street Hellas Holdco Limited" from the Irish company "MOUNT STREET HELLAS INVESTMENTS LIMITED". The acquisition consideration, as already announced, amounts to €450,000. The entire acquisition was subject to the approval of the competent supervisory authorities (Bank of Greece). The Bank of Greece (BoG) approved the indirect acquisition by "TECHNICAL OLYMPIC SA " of a special participating interest in "MOUNT STREET HELLAS SINGLE MEMBER LOANS AND CREDITS MANAGEMENT S.A." through its affiliated companies (PFC PREMIER FINANCE CORPORATION LTD and T.O INTERNATIONAL HOLDING LTD). The approval was received on 3/1/2022 and the consideration in question was paid on 11/1/2022 which was the key prerequisite for the completion of the transaction. Cyprus domiciled subsidiary of “TECHNICAL OLYMPIC SA " under the title Τ.Ο INTERNATIONAL HOLDING LTD acquired 100% of the shares of the Cypriot company "NOVAMORE Limited" from the Cypriot company "VEL INVESTMENT FUND AIFLNP V.C.I.C. LIMITED" on 5/1/2022 according to a private agreement. The company "NOVAMORE Limited" owns receivables arising from loan agreements secured by personal guarantee and collateral. The management of receivables arising from the loan agreements has been assigned to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The joint ventures, included in the current financial statements, are listed below as follows. Proportional consolidation method Country of Establishment % Participation Equivalent J/V TERNA SA - MOCHLOS SA - AKTOR SA – J/V CONSTRUCTION OF AIGIO TUNNEL GREECE 30,00% J/V AKTOR SA -MICHANIKI SA - MOCHLOS SA - J/V ASFALTIKON PATHE GREECE 28,00% J/V MOCHLOS SA – ATHINAIKI TECHNIKI SA – CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA VOLOS GREECE 50,00% J/V MICHANIKI SA - J&P - AVAX SA – ATHINA SA - MOCHLOS SA - EGNATIA ODOS. ANTHOCHORI METSOVO NODE GREECE 34,46% J/V - MICHANIKI SA - MOCHLOS SA – OLYMPIAKO CHORIO GREECE 49,00% J/V MOCHLOS SA / ATHINAIKI TECHNIKI SA - ATHINAIKI TECHNIKI SA – INTRACOM SA - CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA VOLOS GREECE 33,00% J/V MOCHLOS SA - ΑΤΤΙCΑΤ SA - VIOTER SA - EGNATIA ODOS COMPLETION WORKS FROM IGOUMENITSA NODE TO SELLON NODE GREECE 40,00% J/V MOCHLOS SA - ATHINA SA – DODONI GREECE 50,00% J/V MOCHLOS SA - ATHINA SA. – TUNNEL Σ2 GREECE 50,00% J/V MOCHLOS SA - TEO SA. – AKTIO TOLLS GREECE 49,00% J/V MOCHLOS SA - TEO SA -- HIGHWAY MAINTENANCE PATRAS BYPASS GREECE 49,00% ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 96 6.3. Foreign currency translation The consolidated financial statements are presented in Euro, which is the functional currency and presentation currency of the parent company. The features in the financial statements of the Group’s companies are measured based on the currency of the economic environment in which the Group operates each of its companies (functional currency). Transactions in foreign currencies are translated into the functional currency, using the exchange rate effective at the transactions date. Profits and losses from foreign exchange differences, arising from settlement of such transactions during the fiscal year and from conversion of monetary items in foreign currency at current exchange rates on the balance sheet date, are recorded into the income statement. Foreign exchange differences from non-monetary items measured at their fair value, are deemed to be part of the fair value and are therefore recorded along with the differences in fair value. Foreign operations The functional currency of the Group’s foreign subsidiaries is the official currency of the country in which every subsidiary operates. Under the preparation of consolidated financial statements, assets and liabilities of foreign subsidiaries, including goodwill and fair value adjustments due to business combinations, are translated into Euro at the exchange rates effective at the Statement of Financial Position reporting date. Revenue and expense are translated into the presentation currency of the Group based on the average exchange rates for the reported period. Any differences arising from this procedure are charged / (credited) to the foreign currency subsidiaries' transition reserves, equity, and are recognized in other comprehensive income in the Statement of Comprehensive Income. Upon the disposal, write off or derecognition of a foreign subsidiary, the above reserve is transferred to profit or loss for the period. 6.4. Property, plant and equipment Land and buildings are presented in the financial statements at readjusted values, as were defined under the respective valuation by an independent assessor at fair values as at the assessment date, less the accumulative depreciations and any impairment losses. Moreover, the construction segment machinery is presented in the financial statements at adjusted values as determined by the company's management and by the independent appraiser, less the accumulative depreciations and any impairment losses. Readjustments are frequently made, in order to ensure that the book value of the asset is not substantially different from the value that would be determined using fair value on the Statement of Financial Positions date. Other mechanical equipment and other tangible assets are presented at acquisition cost less the accumulative depreciations and any impairment losses. The cost of acquisition includes all directly attributable expenses for the asset acquisition. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 97 Vessels are recorded at historical cost less any subsequent depreciation or amortization. Historical costs include costs directly attributable to the acquisition of the vessels, i.e. contractual price, repairs and improvements, supervision fees, delivery and acquisition costs. Subsequent expenses are recorded as an increase in the book value of the tangible assets or as separate asset only to the degree that these expenses increase future anticipated financial benefits from the use of the asset and their cost may be reliably measured. Repair and maintenance cost is recorded in the income statement of the respective fiscal years. Tangible assets are written off upon sale or withdrawal or when no further financial benefits are expected from their on-going use. Gains or losses arising from the write-off of property, plant and equipment are included in the Income Statement for the year when that asset is written off. Fixed assets under construction include property, plant and equipment and are recorded at cost. Fixed assets under construction are not depreciated until the fixed asset is completed and put into operation. Depreciation of other tangible assets (except for land plots that cannot be depreciated) is calculated based on the straight-line depreciation method during their useful life, as follows: Tangible assets Useful life (in years) Buildings from 12 to 50 Machinery from 5 to 15 Air means of transport from 18 to 20 Vehicles from 7 to 9 Other equipment from 4 to 7 Vessels 30 The book value of properties, facilities and equipment is tested for impairment when there are indications, i.e. events or changes in circumstances indicating that the book value may not be recoverable. If there is such an indication and the book value exceeds the anticipated recoverable amount, the assets or cash flow generating units are impaired to the recoverable amount. The recoverable value of properties, facilities and equipment is the greater between their net sale price and value in use. To calculate value in use, the anticipated future cash flows are discounted to their present value, using a pre-tax discount rate that reflects the current market assessments of money value over time and associated risks to the asset. For assets that do not generate cash flows from continuing use that are largely independent from those of other assets, the recoverable amount is defined for the cash generating unit, to which the asset belongs. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 98 The residual values and useful lives of tangible assets are subject to revaluation on the balance sheet date. When the book value of tangible assets exceeds their recoverable value, the difference (impairment) is recorded initially as a reduction in the fair value reserve (if such exists for the specific asset), which is shown in the equity capital accounts. Each impairment, apart from the reserve formed for the specific asset, is immediately recorded as an expense in the income statement. During the sale of tangible assets, the differences between the proceeds and their book value is recorded as profit or loss in the income statement. Self-produced tangible assets constitute an addition to the acquisition cost of tangible assets at a value that includes the direct cost of employee payment, participating to the construction (respective employer contributions), cost of materials used and other general costs. 6.5. Investment property Investment property (including land, buildings, or parts of buildings and/or both) include property that is owned by the Group, either to collect rent from their lease, or to increase their value (capital gains) and/or both and are not held in order to be used for the production or supply of materials / services or for administrative purposes, or the sale as part of the company’s ordinary course of business. The Group examines all the expenses for investment property at the time of their incurrence, in accordance with all recording criteria. These expenses include expenses initially for the property acquisition and subsequent expenses for adding or replacing part of that property. According to the recording criteria, the Group does not include repair expenses on the book value of a property investment, which are expenses recorded directly in the income statement. Investment property items are initially recorded at their acquisition cost, increased by all those expenses relating to the transaction of their acquisition (e.g. notary’s deeds, real estate agent’s fees, transfer taxes). The cost of investment property equals its price, in cash. In case the payment for the acquisition of an investment property item is delayed beyond the usual credit limits, then the difference between the total payments and the cash equivalent amount will be recorded and shown in the income statement as interest (expenses) during the time of credit. The Group has chosen to assess investments in properties based on the fair value. According to this policy, the fair value of a property investment is the price at which the property may be exchanged between informed and willing parties in a normal trading transaction. Fair value exempts an estimated price inflated or deflated due to special terms or circumstances, such as unusual financing, sale and leaseback agreements, special earnings or assignments granted by anyone associated with the sale. Every gain (or loss) arising from a change in the fair ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 99 value of the investment, constitutes a result and is recorded in the income statement of the year, during which it arises. The best evidence of fair value is given by current prices in an active market for similar property, in the same location and condition. Property transfers from investment property to fixed assets take place only when there is a change in the use of the said property which is proven by the Group’s own use of the property or by the Group’s commencement to develop this property for sale. An investment property is derecognized (removed from the Statement of Financial Position) when it is sold or when the investment is permanently withdrawn from use and no future economic benefits are expected from its sale. Profits or losses arising from the withdrawal or sale of an investment property relate to the difference between the net sale proceeds and the carrying amount of the asset and are recognized in profit or loss in period in which the asset was sold or withdrawn. 6.6. Right-of-use – Leases 6.6.1. Recognition and initial measurement of right-of-use assets • At the commencement date of a lease term, the Group recognizes a right-of-use asset and a lease liability by measuring the right-of-use asset at cost. • The initial measurement of the right-of-use assets consists of: • The amount of the initial measurement of the lease liability (see below), • Lease payments made on or before the commencement date, reduced by the amount of discounts or other incentives offered, • The initial direct costs incurred by the lessee, and • An estimate of costs to be incurred by the Group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. The Group incurs the obligation for those costs either at the commencement date or as a consequence of having used the underlying asset during a particular period. 6.6.2. Initial measurement of lease liability i) At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. When the interest rate implicit in the lease can be readily ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 100 determined, the lease payments shall be discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the Group shall use the Group’s incremental borrowing rate. ii) At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the lease commencement date: iii) fixed payments less any lease incentives receivable, iv) any variable lease payments that depend on the future change in index or a rate, initially measured using the index or rate as at the commencement date v) amounts expected to be payable by the Group under residual value guarantees, vi) the exercise price of a purchase option if the Group is reasonably certain to exercise that option and vii) payments of penalties for terminating the lease, if the lease term reflects the Group exercising an option to terminate the lease. 6.6.3. Subsequent measurement of the right‐of‐use asset After the commencement date, the Group shall measure the right‐of‐use asset applying a cost model. The Group shall measure the right‐of‐use asset at cost: - less any accumulated depreciation and any accumulated impairment losses, and - adjusted for any remeasurement of the lease liability, The Group applies the depreciation requirements in IAS 16 in depreciating the right‐of‐use asset, which it examines for potential impairment. 6.6.4. Subsequent measurement of lease liability After the commencement date, the Group shall measure the lease liability by: - increasing the carrying amount to reflect interest on the lease liability, - reducing the carrying amount to reflect the lease payments made, and - remeasuring the carrying amount to reflect any reassessment or lease modifications. Financial cost of a lease liability is allocated over the lease term in such a way that it results in a constant periodic rate of interest on the remaining balance of the liability. After the commencement date, the Group shall recognize in profit or loss, (unless the costs are included in the carrying amount of another asset applying other applicable Standards), both: - financial cost of the lease liability, and ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 101 - variable lease payments not included in the measurement of the lease liability in the period in which the event or condition that triggers those payments occurs. 6.7. Intangible assets Intangible assets acquired by a company are recorded at their acquisition cost. Intangible assets generated internally, except for development expenses, are not capitalized and the respective expenses are included in the income statement for the year in which they arise. Intangible assets include software licenses. Software: Software licenses are recorded in intangible assets and are assessed at acquisition cost minus the accumulated depreciations. Depreciations are calculated using the method of steady depreciation over the useful life of such assets, which ranges from 3 to 5 years. Amortizations of intangible assets are included in the items “Cost of Goods Sold” and “Administration Costs” in the income statement. The period and method of amortization is redefined at least at the end of every annual reporting period. Changes in the expected useful life of each intangible asset are accounted for as a change in accounting estimates. Gains or losses arising from the write‐off due to disposal of an intangible asset are calculated as the difference between the net proceeds of the disposal and the current value of the asset and are recognized in profit or loss for the period. Analytical information about impairment test is presented in Note 6.9. 6.8. Impairment of non-current assets (intangible and tangible assets) Assets with an indefinite useful life are not impaired and are subject to impairment control at least once a year and when certain events indicate that the book value may not be recoverable. When the carrying value of an asset exceeds its recoverable amount, the respective impairment loss is recorded in the income statement. Accordingly, non-financial assets subject to impairment test (provided there are relevant indications) are assets measured at acquisition cost or based on the equity method (investments in subsidiaries, associates and joint ventures). The recoverable amount of investments in subsidiaries and associated is determined in the same way as for other non-financial assets. For impairment test purposes, assets are grouped to the lowest level for which cash flows can be separately identified. The recoverable amount is defined as the higher of the 'fair value less costs to sell' and the 'value in use'. For the purpose of calculating value in use, the Management estimates the future cash flows from the asset ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 102 or cash-generating unit and chooses the appropriate discount rate to calculate the present value of future cash flows. An impairment loss is recognized for the amount by which the book value of an asset or a Cash Generating Unit exceeds their recoverable amount. Discounting factors are determined individually for each Cash Generation Unit and reflect the corresponding risk data that has been determined by the Management for each of them. Furthermore, prevailing market assumptions are used such as that of energy. The period reviewed by the management exceeds five years, which is encouraged by IAS 36, as particularly for renewable energy units and highway concessionaires, even a longer period will be considered quite satisfactory. Impairment losses of Cash Generating Units first reduce the carrying amount of goodwill allocated to them. The residual impairment losses are charged pro rata to the other assets of the particular Cash Generation Unit. With the exception of goodwill, all assets are subsequently reviewed for indications that their previously recognized impairment loss is no longer effective. An impairment loss is reversed if the recoverable amount of a Cash-Generating Unit exceeds its carrying amount. In such a case, the increased carrying amount of the asset will not exceed the carrying amount that would have been determined (net depreciation), if no impairment loss had been recognized for the asset in the previous years. 6.9. Investments in subsidiaries (Separate Financial Statements) Investments in subsidiaries are carried at cost and are recognized as non-current assets in the item "Investments in subsidiaries". Investments are initially recorded at cost and are subsequently measured at fair value. At the end of the administrative period, the value of the subsidiaries is remeasured and the amount of profit/impairment is transferred to equity, to the account "Reserves from valuation of financial assets at fair value through other comprehensive income". 6.10. Financial Instruments 6.10.1. Recognition and derecognition Financial assets and financial liabilities are recognized in the Statement of Financial Position when and only when the Group becomes a party to the financial instrument. The Group derecognizes a financial asset when and only when the contractual rights to the cash flows of the financial asset expire or when the financial asset is transferred and all the risks and rewards associated with this financial asset are substantially transfers. A financial liability is derecognized from the statement of financia l ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 103 position when and only when it is repaid - that is, when the obligation specified in the contract is fulfilled, canceled or has expired. 6.10.2. Classification and initial recognition of financial assets With the exception of trade receivables that do not include a significant finance item and are measured at the transaction price in accordance with IFRS 15, other financial assets are initially measured at fair value by adding the relevant transaction cost except in the case of financial assets measured at fair value through profit or loss. Financial assets, except those defined as effective hedging instruments, are classified into the following categories: • Financial assets at amortized cost, • Financial assets at fair value through profit & loss, and • Financial assets at fair value through other comprehensive income without recycling cumulative profit and losses on derecognition (equity instruments) Classification of every asset is defined according to: • the Group's business model regarding management of financial assets, and • the characteristics of their conventional cash flows. All income and expenses related to financial assets recognized in the Income Statement are included in the items "Other financial results", "Financial expenses" and "Financial income", except for the impairment of trade receivables included in operating results . 6.10.3. Subsequent measurement of financial assets Financial assets at amortized cost A financial asset is measured at amortized cost when the following conditions are met: I. financial asset management business model includes holding the asset for the purposes of collecting contractual cash flows, II. contractual cash flows of the financial asset consist exclusively of repayment of capital and interest on the outstanding balance (“SPPI” criterion). Following the initial recognition, these financial assets are measured at amortized cost using the effective interest method. In cases where the discount effect is not significant, the discount is omitted. The amortized cost measured category includes non‐derivative financial assets such as loans and receivables with fixed or pre‐determined payments that are not traded on an active market, as well as cash and cash equivalents, trade and other receivables. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 104 Financial assets measured at fair value through profit or loss Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated at initial recognition at fair value through profit or loss, or financial assets that are required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near future. Derivatives, including embedded derivatives, are also classified as held for trading, unless defined as effective hedging instruments. The Group does not use derivative financial instruments to hedge risks or to make a profit. Financial assets with cash flows that are not only capital and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model. On 31/12/2022 and 31/12/2021, the Group and the Company recognized assets belonging to this category (see Note 8.13). Financial assets classified at fair value through total comprehensive income (equity instruments) In accordance with the relevant provisions of IFRS 9, at initial recognition, the Group may irrevocably choose to disclose to other profit or loss directly in equity the subsequent changes in the fair value of an equity investment that is not for trading. Profits and loss from these financial assets are never recycled to the income statement. Dividends are recognized as other income in the income statement when the payment entitlement has been proved, unless the Group benefits from such income as a recovery of part of the cost of the financial asset, then such profit is recognized in the statement of comprehensive income. Equity interests designated at fair value through total income are not subject to an impairment test. This option is effective for each security separately. The Group has chosen to classify investments in this category (see Note 8.6). 6.10.4. Impairment of financial assets Impairment is defined in IFRS 9 as an Expected Credit Loss (ECL), which is the difference between the contractual cash flows attributable to the holder of a particular financial asset and the cash flows expected to be recovered, i.e. cash deficit arising from default events, discounted approximately at the initial effective interest rate of the asset . ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 105 The Group recognizes provisions for impairment for expected credit losses for all financial assets except those measured at fair value through profit or loss. The objective of the IFRS 9 impairment provisions is to recognize the expected credit losses over the life of a financial instrument whose credit risk has increased since initial recognition, regardless of whether the assessment is made at a collective or individual level, using all the information that can be collected on the basis of both historical and present data, as well as data relating to reasonable future estimates of the financial position of customers and the economic environment. To facilitate implementation of this approach, a distinction is made among: • financial assets whose credit risk has not deteriorated significantly since initial recognition or which have a low credit risk at the reporting date (Stage 1) and for which the expected credit loss is recognized for the following 12 months, • financial assets whose credit risk has deteriorated significantly since initial recognition and which have no low credit risk (Stage 2). For these financial assets, the expected credit loss is recognized up to their maturity. • financial assets for which there is objective evidence of impairment at the reporting date (Stage 3) and for which the expected credit loss is recognized up to maturity. The Group applies the simplified approach of IFRS 9 to trade and other receivables as well as to receivables from on construction contracts and receivables from leases, estimating the expected credit losses over the life of the above items. In this case, the expected credit losses represent the expected shortfalls in the contractual cash flows, taking into account the possibility of default at any point during the life of the financial instrument. In calculating the expected credit losses, the Group uses a provisioning matrix by grouping the above financial instruments based on the nature and maturity of the balances and taking into account available historical data in relation to the debtors, adjusted for future factors in relation to the debtors and the economic environment. 6.10.5. Classification and measurement of financial liabilities The Group's financial liabilities include mainly borrowings, suppliers and other liabilities. Financial liabilities are initially recognized at cost, which is the fair value of the consideration received outside borrowing costs. After initial recognition, financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are classified as short‐term liabilities unless the Group has the unconditional right to transfer the settlement of the financial liability for at least 12 months after the financial statements reporting date. In particular: Loan liabilities The Group's loan liabilities are initially recognized at cost, which reflects the fair value of the amounts payable minus the relative costs directly attributable to them, where they are significant. After initial recognition, interest bearing loans are measured at amortized cost using the effective interest method. Amortized cost is calculated ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 106 by taking into account issuing expenses and the difference between the initial amount and the maturity. Gains and losses are recognized in profit or loss when the liabilities are derecognized or impaired through the amortization process. The Group capitalizes all the borrowing costs that can be allocated directly to acquisition, construction or production of an eligible asset . Trade and other liabilities Balance from suppliers and other liabilities is initially recognized at their fair value and subsequently measured at amortized cost using the effective interest method. Trade and other short‐term liabilities are not interest‐bearing accounts and are usually settled on the basis of the agreed credits. 6.10.6. Offsetting financial assets and financial liabilities Financial assets and financial liabilities are offset and the net amount is shown in the Statement of Financial Position only if there is the present legal right to offset the recognized amounts and intends to clear them on a net basis or to require the asset and settle the liability simultaneously. 6.11. Inventories Inventories include goods acquired for future disposal. At the Statement of Financial Position reporting date, inventories are measured at the lower of cost and net realizable value (NRV). Cost is determined using the weighted average cost method. NRV is the estimated selling price in the ordinary course of business, less any selling costs. Cost should include all the costs incurred to purchase the inventories. If inventories are made available in a different form by the Group or are used to produce other products, then the costs of conversion and other costs incurred in bringing the inventories to their present location and condition are added to the purchase cost. Inventory cost is determined under the weighted average cost method and does not include financial expenses. Appropriate provisions are made for obsolete inventories, if necessary. Write-downs in net realizable value and other losses from inventories are recognized in profit or loss for the period in which they are incurred. 6.12. Cash and cash equivalents Cash and cash equivalents include cash in hand, sight deposits, term deposits, overdraft bank accounts, and other high liquidity investments that are readily convertible into specified amounts of cash that are subject to a non- significant change in value. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 107 The Group considers term deposits and other highly liquid investments with a maturity of less than three months, as well as term deposits with a maturity of over three months for which it has the right to early liquidation without loss of capital, as available cash. For the preparation of cash flow statements, cash and cash equivalents consists of cash in hand, bank deposits as well as cash equivalents as defined above. The Group’s restricted deposits, irrespective of the nature of their commitment, are not included in the cash and cash equivalents item, but are classified in the "Other receivables" item. 6.13. Share capital, reserves and distribution of dividends Ordinary registered shares are recorded as equity. Cost directly attributable to an equity item net of the tax are monitored as a deduction to the Balance of Retained Earnings in equity. Where the Company or its subsidiaries purchase part of the Company's share capital (treasury shares), the amount paid, including any expense, net of tax, is deducted in equity until the shares are canceled or sold. The number of treasury shares held by the Company does not reduce the number of shares in circulation, but affects the number of shares included in the earnings per share calculation. Treasury shares held by the Company do not incorporate a right to receive a dividend. As at 31 December 2022, the Company held a) 1,621 shares arising from fractional rights and b) 646,132 shares arising from the equity shares acquisition plan. In particular, the reserves are divided into: Reserves from valuation of property and machinery at fair value Changes arising from the fair value measurement of the Group’s tangible assets which it has chosen to recognize in readjusted values, as referred to in Notes 6.4 are monitored. The account is increased by the positive adjustment of the properties’ value and is decreased with subsequent negative revaluation until it is reduced to zero. If a loss initially arises from the valuation of property, it is recognized in the profit or loss for the period. This Reserve is depreciated in every reporting period based on the depreciation rate of the fixed assets concerned. The cumulative amount is transferred to Retained Earnings when the assets are disposed of. Reserves from fair value valuation of holdings Changes in the fair value of investments classified as investments in equity instruments are monitored. Foreign currency translation differences from the incorporation of foreign operations Foreign exchange differences arising under foreign currency translation during the incorporation of foreign companies are recognized in other comprehensive income and accumulated in other reserves. The cumulative amount is transferred to the income statement for the year when the amounts were transferred. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 108 Reserves for treasury shares The Company may proceed with successive acquisitions of treasury shares in implementation of the approved program for acquisition of treasury shares in accordance with Article 49 of Law 4548/2018. The total value of these acquisitions is presented in reserves deductible from Equity. Other reserves The other reserves category includes: - Statutory reserve According to the Greek Commercial Law, companies must transfer at least 5% of their annual net profits to a statutory reserve until such reserve equals 1/3 of the paid-up share capital. This reserve cannot be distributed during the Company's operations. - Extraordinary and Other tax-exempted reserves These reserves refer to profits, not taxed at the applicable tax rate in accordance with the applicable tax framework in Greece and include reserves that derive from taxable profits and which concern own participation in development laws. These reserves will be taxable at the tax rate applicable when they are distributed to the shareholders or their conversion into share capital, under certain circumstances Dividends distributed to the Company's shareholders are recognized in the financial statements as a liability in the period in which the Management’s distribution proposal is approved by the Annual General Meeting of the Shareholders. Also, at the same time, the financial statements reflect the effect of the disposal of the profits approved by the General Meeting and potential formation of reserves. 6.14. Income tax & deferred tax The period’s income tax burden comprises current and deferred taxes, namely tax or tax relief associated with the financial benefits arising in the period, but imputed or to be imputed by tax authorities over various periods. Income tax is recognized in the income statement for the period, with the exception of tax for transactions recorded directly in equity, in which case it is directly recorded, in a similar way, in equity. Current income tax includes current liabilities and/or assets to tax authorities that are related to the tax payable on the income tax for the period and any additional income tax that concern prior periods. Current tax is measured according to the tax rates and tax laws that apply in the related financial periods based on the taxable profit for the year. All changes in current tax assets or tax liabilities are recognized as part of the tax expenses in the income statement. Deferred income tax is calculated using the accrual method, based on enacted tax rates in effect during the accounting period, on all temporary differences as at the balance sheet date between the tax base and the carrying value of assets and liabilities. Deferred tax is not recognized if it arises from initial recognition of an asset ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 109 or liability in a transaction that is not a business combination which does not affect either the accounting or the taxable profit. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applied in the period that the asset or liability is expected to be settled, taking into account the tax rates (and tax laws) that have been enacted and are essentially in force up until the Statement of Financial Position reporting date. Deferred tax assets are recognized to the extent that there will be a future taxable profit for use of the temporary difference that creates the deferred tax asset. Deferred income tax is recognized for temporary differences that arise from investments in subsidiaries and associates, except in the case where the reversal of the temporary differences is controlled by the Group and it is probable that the reversal will not occur in the foreseeable future. On 31 December, the parent company did not recognize a deferred tax claim on the temporary differences in holdings and on tax losses. Changes in deferred tax assets and liabilities are recognized as an income tax item in the income statement for the period, with the exception of those that arise from specific changes in assets or liabilities which are recognized directly in the Group’s equity, such as the revaluation of property value and result in the respective change in deferred tax assets or liabilities to be debited/credited against the respective equity account. 6.15. Provisions for employee benefits due to retirement Short-term benefits Short-term benefits to employees (except for employment termination benefits) in cash or kind are recognized as an expense when accrued. Any unpaid amount is recorded as a liability, however, when the amount paid exceeds the amount of the benefits, the entity recognizes the surplus amount as an asset item (prepaid expense) only to the extent that the prepayment will lead to a decrease of future payments or a refund. Post-employment benefits Post-employment benefits include pensions and other contributions (lump sum compensation) provided by the company to its employees after the end of service. Therefore, they only include defined contribution plans. The accrued cost of the defined contribution plans is recorded as an expense in the period concerned. Defined contribution plan The Company's staff is mainly covered by the main Public Social Security Fund, concerning the private sector, which provides pension and medical benefits. Employees are obliged to contribute part of their monthly salary to the fund, while part of the total contribution is covered by the Company. Upon retirement, the pension fund is responsible for paying retirement benefits to employees. Consequently, the Company has no legal or implied obligation to pay future benefits under this program. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 110 Under the defined contribution plan, the Company’s obligation (legal or imputed) is limited to the amount agreed to contribute to the body (e.g. the fund) that manages the contributions and grants the benefits. Therefore, the amount of benefits that the employee will receive is determined by the amount paid by the Company (or the employee) and by the investments paid of these contributions. The contribution payable by the Company to a defined contribution plan is recognized as a liability after deducting the contribution paid and as a corresponding expense. Defined benefit plan Pursuant to Laws 2112 / 20 and 4093/2012, the Company must pay its employees compensation upon retirement or employment termination. The amount of compensation paid depends on years of service, the amount of remuneration and the way they left the service (dismissal or retirement). The entitlement to participate in these programs is usually based on the employee's years of service until retirement. The liability recognized in the Statement of Financial Position for defined benefit plans is the present value of the defined benefit obligation less the fair value of the plan assets’ value (reserve from payments to the insurance company) and the changes arising from any actuarial profit or loss and past service cost. The defined benefit obligation is calculated annually by an independent actuary based on the projected unit credit method. Regarding the 2022 fiscal year, the selected rate follows the tendency of iBoxx AA Corporate Overall 10+ EUR indices as at 31 December 2022, which is regarded to be consistent with the provisions of IAS 19, i.e. it is based on bonds corresponding to the currency and the estimated term relative to employee benefits as well as appropriate for long‐term provisions. Based on various parameters, such as age and salary, a defined benefit plan establishes years of service and the specific obligations for payable benefits, respectively. Provisions for the period are included in the related personnel costs in the attached separate and consolidated Income Statements and consist of current and past service cost, related financial costs, actuarial gains or losses and any possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is applied, which includes a number of amendments to the accounting of the defined benefit plan, including: i) recognition of actuarial gains / losses in other comprehensive income and their final exclusion from the income statement, ii) non‐recognition of the expected returns on the plan investment in the Income Statement but recognition of the relative interest on net liability / (asset ) of the benefits calculated based on the discount rate used to measure the defined benefit obligation, iii) recognition of past service cost in the income statement at the earlier of the plan amendment dates or when the relevant restructuring or termination is recognized, iv) other changes include new disclosures, such as quantitative sensitivity analysis. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 111 6.16. Government Grants The Group recognizes government grants which cumulatively meet the following criteria: • There is reasonable assurance that the entity has complied or will comply with any conditions attached to the grant and • It is possible that the grant will be received. Grants are recorded at fair value and recognized as income on a systematic basis over the period necessary to match them with the related costs, for which they are intended to compensate. Grants that concern assets are included under long-term liabilities as deferred income. 6.17. Provisions, Contingent Liabilities and Contingent Assets Provisions are recognized when a Group has a present obligation (legal or constructive) as a result of past events, payment is probable and its amount can be estimated reliably. The provisions are reviewed on the date of the Financial Statements and are adjusted accordingly to reflect the present value of the expense expected for the settlement of the liability. When the effect of the time value of money is significant, the provision is calculated as the present value of the expenses expected to be incurred in order to settle this liability. If it is no longer probable that an outflow of resources will be required to settle a liability for which a provision has already been formed, then it is reversed. In cases where the outflow of financial resources as a result of the present commitments is considered unlikely, or the amount of the provision cannot be estimated reliably, no liability is recognized in the financial statements. Contingent liabilities are not recognized in the financial statements, but are disclosed, unless the possibility of an outflow of economic resources is remote. Potential inflows of financial benefits for the Group that do not yet meet the criteria of an asset are considered as contingent assets and are disclosed when the inflow of economic benefits is probable. 6.18. Revenue recognition Under IFRS 15, a five-step model is being established to determine income from contracts with customers: 1. Determination of the contract(s) with the customer. 2. Determination of performance obligations. 3. Determination of transaction price 4. Allocation of transaction price to the contract’s performance obligations. 5. Recognition of revenue when (or as) the Group satisfies the performance obligations. Revenue is recognized in the amount by which an entity expects to have in exchange for the transfer of the goods or services to a counterparty. When awarding a contract, account shall be taken of the additional costs and the direct costs required to complete the contract. Revenue is defined as the amount that an entity expects to be entitled to in exchange for the goods or services it has transferred to a customer. If the promised consideration in a contract includes a variable amount, the entity estimates the amount of consideration that would be entitled ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 112 for the transfer of the promised goods or services to the client. The consideration amount may vary due to discounts, price subsidies, refunds, credits, price reductions, incentives, additional performance benefits, penalties or other similar items. The promised consideration may also change if the entity's entitlement to the consideration depends on the occurrence or non-occurrence of a future event. For example, a consideration amount will be variable if the product has been sold with a refund or if a fixed amount promise has been given as an additional performance benefit to achieve a specific milestone. The volatility associated with the consideration promised by a customer may be explicitly stated in the contract. An entity shall measure the amount of the variable consideration using one of the following methods, whichever method it considers best suited to the amount of consideration to which it will be entitled to: i. Estimated value - the estimated value is equal to the sum of the probability‐weighted amounts in a range of possible consideration amounts. Estimated value is an appropriate estimate of the variable amount if the entity has a large number of contracts with similar characteristics. ii. The most probable amount - the most probable amount is the only most probable amount in a range of possible consideration amounts (i.e. the only likely outcome of the contract). The most probable amount is an appropriate estimate of the variable amount if the contract has only two possible outcomes (for example, the entity provides additional performance or not). The Group and the Company recognize revenue when it satisfies the performance of the contractual obligation by transferring the goods or services on the basis of this obligation. Acquisition of control by the client occurs when it has the ability to direct the use and to derive virtually all the economic benefits from this good or service. Control is passed over a period or at a specific time. Revenue from the sale of goods is recognized when the goods are transferred to the customer, usually upon delivery to the customer, and there is no obligation that could affect the acceptance of the goods by the customer. Implementation obligation performed over time The Group recognizes revenue for a performance obligation that is performed over time only if it can reasonably measure its performance in full compliance with the obligation. The Group is not in a position to reliably measure progress with respect to fulfilling a performance obligation when it does not have the reliable information required to apply the appropriate method for measuring progress. In certain cases, (e.g. during the initial stages of a contract), the entity may not be able to reasonably measure the outcome of a performance obligation, but at least expects to recover the costs incurred for its fulfillment. In such cases, an entity shall recognize revenue only on the extent of the cost incurred until it is able to reasonably measure the outcome of the performance obligation. Revenue from the provision of services is recognized in the accounting period in which the services are provided and are measured according to the nature of the services to be provided. The receivable from the customer is ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 113 recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations performed to the customer. A contractual asset is recognized when the Group or the Company has settled its obligations to the counterparty before it pays or before the payment is due, for example when the goods or services are transferred to the customer before the Group or Company is entitled to issue an invoice. The contractual obligation is recognized when the Group or the Company receives a consideration from the counterparty as an advance or when it reserves the right to a price which is deferred prior to the performance of the obligations of the contract and the transfer of the goods or services. The contractual obligation is recognized when the contractual obligations are performed and the income is recorded in the income statement. Performance obligations fulfilled at a specific time When a performance obligation is not met over time (as outlined above), then the entity fulfills the performance obligation at a specific time. In determining when the client acquires control of a promised asset and the entity performs a performance obligation, the entity examines the requirements for the acquisition of control, as detailed in the provisions of IFRS 15. The main categories of income recognized by performance obligations performed over time for the Group are as follows: i) Revenue from contracts with customers related to construction operations Such revenue relates to revenue from contracts with clients and arises from the commitments fulfilled over time. Subsidiaries and joint ventures involved in the implementation of construction contracts recognize revenue from construction contracts in their tax records on the basis of customer invoices resulting from relevant sectional project implementation certifications issued by accredited engineers and responsive to the work carried out up until the closing date. For the purpose of complying with IFRS, the proceeds from the construction activity are gradually accounted for in the accompanying financial statements during construction, based on the input method based on the provisions of IFRS 15 "Revenue from Contracts with Customers". The input method recognizes revenue based on the entity's efforts or inflows towards fulfilling an execution commitment (for example, the resources consumed, the hours worked, the costs incurred the time spent or the hours of operation of the machines consumed) in relation to the total expected inputs to fulfill this performance obligation. ii) Property sales and construction of residences Revenue is recognized when the legal instrument is transferred to the buyer and the following criteria are met: ▪ The sale has been completed, ▪ A significant part of receivables has been received from the customer, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 114 ▪ The revenue amount is accrued and ▪ It is certain that the remaining debt will be collected from the customer. iii) Mooring of Vessels Income from provision of marina services is recognized during mooring of vessels on the basis of their actual stay. Entry and exit of vessels is recorded and the length of stay is priced according to predetermined values resulting from signed contracts as well as a services price list. iv) Provision of services Revenue from provision of services is gradually accounted for in the period in which the services are provided, during the provision of the service, based on the progress measurement method. v) Dividends Dividends are recognized as income when the shareholders’ right to collect them is established by decision of the General Meeting of Shareholders. vi) Charter revenue Charter revenue is recognized when the charterer acquires control of the services or goods. Revenue from services is recognized in the accounting period in which the services are provided. The Group assesses that according to a time charter agreement, the lease rate per charter agreement has two components: the lease component and the service component related to the operating costs of the vessel. Revenue in relation to the lease component of the agreements is accounted for according to the lease standard. Revenue in relation to the service component is related to the operating costs of the vessel which include costs paid by the owner of the vessel, such as management expenses, crew salaries, maintenance and insurance expenses. These expenses are necessary for the operation of a charterer and charterers benefit from them when the vessel is used during the contract and, therefore, the service component will be accounted for in accordance with the requirements of IFRS 15 Revenue from Contracts with Customers. In relation to commercial management services, these services include securing employment for vessels in the spot market and timely charters. According to commercial management arrangements, the Group's vessels earn a portion of the total revenue generated, net of the expenses incurred. The operating income and travel expenses of vessels performing a commercial management agreement shall be allocated on an equivalent time chart basis, in accordance with an agreed formula. For presentation purposes, the operating income of vessels operating under a commercial management agreement is presented in the parts related to lease and freight revenue, while the related travel expenses are presented in the travel expenses. vii) Interest income ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 115 Interest income is recognized on the basis of the time proportion and the use of the effective interest rate, in accordance with the accrual accounting policy. 6.19. Non-current assets held for sale and discontinued operations The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The basic conditions for classifying a long-term asset or group of assets (assets and liabilities) as held for sale are the asset or group to be available for immediate sale in the present situation, and the completion of the sale depends only on conditions that are common and typical for the sale of such items and the sale should be highly probable. In order for the sale to be considered as highly probable, the following conditions must be met cumulatively: • the appropriate level of management must be committed to a plan to sell the asset (or disposal group); • an active programme to locate a buyer and complete the plan must have been initiated; • the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation to its current fair value; • the sale should be expected to qualify for recognition as a completed sale within one year from the date of classification; • actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Immediately before the initial classification of the asset or group of assets and liabilities as held for sale, the asset (or all assets and liabilities included in the group) shall be valued on the basis of the applicable IFRS. Long-term assets (or groups of assets and liabilities) classified as held for sale are valued (after initial classification as above) at the lowest value between their book value and fair value decreased by the direct disposal costs and the resulting impairment losses are recorded in the Total Income Statement. Some possible increase in fair value in a subsequent valuation will be entered in the Total Income Statement, but not for an amount greater than the originally recorded impairment loss. Profits or losses from discontinued operations, including profits or losses of the comparative period, are presented as a separate item of the Income Statement. This amount is the post-tax result of discontinued activities and the post-tax profit or loss resulting from the valuation and disposal of assets classified as held for sale (see also note 8.30). Disclosures of discontinued activities of the comparative period include disclosures for earlier periods presented in the Financial Statements so that disclosures relate to all holdings that have been discontinued until the expiry date of the last period presented. In the case where activities previously classified as discontinued are now considered ongoing, the disclosures of previous periods shall be adjusted accordingly. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 116 7. Reporting Segments 7.1. Reporting segments 7.1.1. Primary reporting segment - Business segments The Group’s primary reporting segment concerns its operating segment and is followed by its geographical segment. In accordance with the provisions of IFRS 8, operating segments are determined based on the “management approach”. According to this approach, the information which will be disclosed on the operating segments should be based on the Group’s internal organizational and administrative structures and on the main items of internal financial reports provided to the entity's chief operating decision maker. The term "chief operating decision making" determines the Group's Management which is responsible for allocating resources and assessing the performance of the operating departments of an entity. For the application of IFRS 8, the Group Management is the Board of Directors. Management monitors the operating results of the operating segments separately for decision-making purposes relating to resource allocation and performance evaluation. The Group Management recognizes 3 business segments (construction, management of marinas and shipping) as the operating segments of the Group. The above operating segments are those used by the entity's Management for internal purposes, and management's strategic decisions are taken on the basis of the adjusted operating results of each reporting segment which are used to measure their performance. Segments of lesser importance, for which the required quantitative limits for disclosure are not met, are included in the “other” category in the table below. It is noted that the Group applies the same accounting principles for measurement of the operating segments’ operating results as those of the Financial Statements. Transactions between operating segments occur within the Group’s normal course of business. Cross-segment sales are eliminated at consolidation level. The results of each segment for the period 01/01-31/12/2022 and 01/01-31/12/2021 are analyzed as follows: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 117 Amounts in EUR THE GROUP Results per segment as at 31/12/2022 Construction Marine Time Management Shipping Other Total Sales Total Sales - 439.536 13.530.567 264.000 14.234.103 Sales to intragroup customers - - - -263.000 -263.000 Sales to external customers - 439.536 13.530.567 1.000 13.971.103 Operating profit Cost of materials / stock - - -271.376 - -271.376 Employee benefits -198.681 -139.841 -991.845 -717.712 -2.048.079 Third party fees and expenses -748.487 -59.003 -283.574 -1.517.512 -2.608.575 Depreciation -1.654.858 -204.779 -3.697.201 -346.613 -5.903.452 Other operating income / (expenses) -241.563 -63.574 -1.620.591 -489.226 -2.414.953 Operating results -2.843.589 -27.662 6.665.980 -3.070.063 724.667 Finance cost -95.246 -168.208 -1.233.313 -343.531 -1.840.298 Finance income 1.127.656 - 7.127 83.957 1.218.740 Profits (losses) of valuation of financial assets through profit and loss - - - -1.722.102 -1.722.102 Income from dividends - - 4.228.168 - 4.228.168 Gains / (losses) from valuation of investment and owner-occupied property 15.000 - - 361.937 376.937 Proportion of associates results - - - -449.200 -449.200 Other financial results -1.047 - -77.037 -8.331 -86.415 Profit / (loss) before tax -1.797.226 -195.869 9.590.926 -5.147.332 2.450.498 Income tax -875.602 24.814 - -299.748 -1.150.536 Profit / (loss) for the period after tax -2.672.828 -171.056 9.590.926 -5.447.080 1.299.962 EBITDA -1.188.730 145.499 10.363.182 -2.723.449 6.596.501 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 118 Amounts in EUR THE GROUP Results per segment as at 31/12/2021 Construction Marine Time Management Shipping Other Total (continuing operations) Sales - Total Sales 479.060 363.073 5.972.756 364.000 7.178.888 Sales to intragroup customers - - - (363.000) (363.000) Sales to external customers 479.060 363.073 5.972.756 1.000 6.815.888 - Operating profit - Cost of materials / stock (187.452) - (215.803) - (403.255) Employee benefits (101.138) (120.989) (697.642) (613.551) (1.533.321) Third party fees and expenses (1.292.583) (87.207) (219.119) (1.938.811) (3.537.721) Depreciation (1.751.518) (204.799) (770.137) (251.827) (2.978.281) Other operating income / (expenses) 779.895 134.295 (821.047) (247.155) (154.012) Operating results (2.073.738) 84.371 3.249.007 (3.050.344) (1.790.703) Finance cost (156.468) (169.990) (650.084) (438.947) (1.415.489) Finance income 231 - 332 35.398 35.961 Profits (losses) of valuation of financial assets through profit and loss 426.609 426.609 Income from dividends 30.000 - - 245.000 275.000 Gains / (losses) from valuation of investment and owner-occupied property - - 261.986 - 261.986 Other financial results (132.803) - 19.448 (7.516) (120.871) Profit / (loss) before tax (2.332.777) (85.619) 2.880.689 (2.789.799) (2.327.506) Income tax (585.971) 7.732 - (264.847) (843.087) Profit / (loss) for the period after tax (2.918.748) (77.887) 2.880.689 (3.054.646) (3.170.592) EBITDA (322.219) 257.551 4.019.144 (2.798.516) 1.155.961 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 119 7.1.2. Secondary reporting segment - Geographical segments The activity in Romania, which constituted the second geographical segment of the Group, has been almost completed and therefore the specific geographical segment does not contribute to the Group's turnover and also had no significant non-current assets as at 31/12/2022. As at 31/12/2022 and following the utilization of the Group's liquidity arising from the sale of the companies of the Porto Carras complex, a significant part of the non-current assets of the Group is held through its investment activity in Cyprus. Country Sales 01/01 - 31/12/2022 Sales 01/01 - 31/12/2021 Non-current assets 31/12/2022 Non-current assets 31/12/2021 GREECE 440.536 843.132 42.457.814 38.825.826 ROMANIA - - 1.912 3.955 CYPRUS 13.530.567 5.972.756 117.184.866 72.971.791 TOTAL 13.971.103 6.815.888 159.642.279 111.801.571 7.1.3. Seasonality The Group’s and the Company’s revenue are presented in the following table. 7.1.4. Revenue analysis The Group’s and the Company’s revenues are presented in the following table: Revenue THE GROUP THE COMPANY Amounts in EUR 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Construction - 479.060 - - Marine time sales 439.536 363.073 - - Shipping sales 13.530.567 5.972.756 - - Provision of administrative services 1.000 1.000 264.000 364.000 Total 13.971.103 6.815.888 264.000 364.000 01/01 - 31/12/2022 Construction Marine time Sales Shipping Sales Provision of administrative services Total Greece - 439.536 - 1.000 440.536 Third countries - - 13.530.567 - 13.530.567 Total: 0 439.536 13.530.567 1.000 13.971.103 01/01 - 31/12/2022 Construction Marine time Sales Shipping Sales Provision of administrative services Total Revenue when the performance obligation is fulfilled in the long run - 439.536 13.530.567 1.000 13.971.103 Total: 0 439.536 13.530.567 1.000 13.971.103 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 120 01/01 - 31/12/2021 Construction Marine time Sales Shipping Sales Provision of administrati ve services Total Greece 479.060 363.073 - 1.000 843.132 Third countries - - 5.972.756 - 5.972.756 Total: 479.060 363.073 5.972.756 1.000 6.815.888 01/01 - 31/12/2021 Construction Marine time Sales Shipping Sales Provision of administrati ve services Total Revenue when the performance obligation is fulfilled in the long run 479.060 363.073 5.972.756 1.000 6.815.888 Total: 479.060 363.073 5.972.756 1.000 6.815.888 The Group has income from vessel charters which on 31/12/2022 amount to € 13,531 k (€ 5,973 k in 2021) and constitute 96.8% of the total income. The revenue in question comes from one client. 8. Notes to Financial Statements 8.1. Self-used property, plant and equipment The Group’s land plots and buildings as well as the machinery of the construction segment are measured at fair value. Self-used property of the parent company and the machinery of the construction segment of the Group are presented as at 31/12/2022 at fair value, arising after the assessment of independent professional appraisers. From the valuation of the current year, self-used property of the parent company stood at profit of € 426 k (2021: profit of € 635 k) and the Group's machines stood at profit of € 1,163 k (2021: profit of € 1,213 k), which is included in the "Reserves from valuation of the Group’s property and machinery" (and of the Company’s self-used fixed assets). Fair Value valuations: Α) LAND PLOTS AND BUILDINGS The following methods were used to estimate the value of the real estate (land plots & buildings): - comparative data from real estate market data - discounted cash flows (DCF - income method) The final, weighted, value of the real estate is determined taking into account the above two methods with the data considered reasonable in each case. The key assumptions applied by the Management relate to determination of the present value of estimated future cash flows are as follows: - Expected inflows: They include assumptions and estimates of Management that has taken into account historical flows or current market prices. - Discount interest rate from 7.50% to 8.25% per case (7.50 % to 8.25% in the previous year) Β) MECHANICAL EQUIPMENT ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 121 The following three methods are used to estimate the value of the Group's mechanical equipment and the results are weighted on a straight-line basis (the weighting factor of each valuation method varies from case to case): - Cost method based on historical market values (acquisition) According to this method, the purchase (acquisition) prices are taken into account in the respective time in combination with the age of the equipment and with the help of appropriate indicators (ELSTAT) they are discounted to the requested critical time. - Cost method based on the replacement value of a new According to this method, depreciation of each asset is considered to be non-linear, so the value is estimated using appropriate exponential curves. - Comparative method where elements of systematic research of the used assets market are taken into account Addition for the period: During the period, the Company’s and the Group’s net investment property amounted to € 2,060 for the Group and € 2.017 k for the Company. The most significant addition for the Group and the Company concerns the acquisition of a helicopter of € 1,935 k. The MSC ROMA HOLDING vessel is monitored at fair value, which on 31/12/2022 was determined, based on reports by independent appraisers, at USD 90.750 million or € 81.753 million. Goodwill of € 42.89 million arising from the vessel’s valuation, was registered in the Equity account "Reserves from valuation of real estate and machinery at fair value" There are encumbrances on the Company's real estate amounting to € 5,500 k relating to letters of guarantee. There are also liens on MSC ROMA HOLDING vessel due to the effective loan. During the period, the Group sold machinery and vehicles of book value € 127 k at a loss of € 63 k. As at 31 December 2022 and 31 December 2021 the Group and the Company had no commitments for capital expenditures, except the aforementioned advance payment. The table of changes in the Group's and the Company’s self-used assets is as follows: THE GROUP Amounts in EUR Land Plots Buildings Machinery Transportation equipment Furniture and other equipment Vessels Fixed assets under construction Total Acquisition cost as at 01/01/2021 3.372.105 18.792.905 40.139.611 6.443.111 3.325.326 - 2.705.137 74.778.194 Less: Accumulated depreciations (235.548) (9.611.970) (35.668.407) (5.409.755) (3.292.920) - (54.218.601) Net book value as at 01/01/2021 3.136.557 9.180.935 4.471.204 1.033.356 32.406 - 2.705.137 20.559.594 Additions - - 16.975 - 27.127 - 24.248.896 24.292.997 Sales / write-offs (41.557) (69.873) (5.242.651) (307.201) 2.018 - (132) (5.659.395) Fair value adjustment - - - - - 26.950.680 (26.950.680) - Depreciation for the period - 453.000 (314.663) (13.655) - 16.329.660 - 16.454.343 Additions - (308.746) (1.491.412) (275.643) (24.550) (770.137) - (2.870.489) Depreciaiton of sales/ write offs - - 4.643.802 285.978 - - - 4.929.780 Adjusted depreciation - 182.117 1.452.756 88.865 - - - 1.723.738 Acquisition cost as at 31/12/2021 3.330.548 19.176.032 34.599.272 6.122.256 3.354.471 43.280.340 3.221 109.866.139 Less: Accumulated depreciation (235.548) (9.738.599) (31.063.261) (5.310.555) (3.317.470) (770.137) - (50.435.570) Net book value on 31/12/2021 3.095.000 9.437.433 3.536.011 811.701 37.001 42.510.202 3.221 59.430.568 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 122 Additions - - 66.950 1.912.109 31.387 49.724 - 2.060.169 Sales / write-offs - (1.122.996) (460.283) (796) - - (1.584.075) Fair value adjustment 45.000 165.000 1.375.544 1.764.715 - 42.889.364 - 46.239.623 Depreciation for the period - (324.149) (1.405.057) (334.181) (24.804) (3.697.201) - (5.785.392) Additions due to segement absorption - - 1.016.078 421.581 - - - 1.437.659 Depreciaiton of sales/ write offs - 401 - 401 Adjusted depreciation - 234.020 (269.188) (1.725.367) - - - (1.760.535) Acquisition cost as at 31/12/2022 3.375.548 19.341.032 34.918.769 9.338.797 3.385.062 86.219.427 3.221 156.581.856 Less: Accumulated depreciation (235.548) (9.828.728) (31.721.026) (6.948.522) (3.342.274) (4.467.339) - (56.543.436) Net book value as at 31/12/2022 3.140.000 9.512.304 3.197.743 2.390.275 42.788 81.752.089 3.221 100.038.420 THE COMPANY Amounts in EUR Land Plots Buildings Machinery Transportation equipment Furniture and other equipment Vessels Fixed assets under construction Acquisition cost as at 01/01/2021 3.095.000 6.078.419 - 119.424 3.002.172 3.222 12.298.236 Less: Accumulated depreciation - (85.527) - (22.950) (2.977.382) - (3.085.859) Net book value as at 01/01/2021 3.095.000 5.992.892 - 96.474 24.790 3.222 9.212.377 Additions - - 10.820 - 26.694 - 37.514 Sales / write-offs - - - (20.000) - - (20.000) Fair value adjustment - 453.000 - - - - 453.000 Depreciation for the period - (200.478) (1.200) (18.949) (20.898) - (241.525) Depreciation of sales/write offs - - - 6.667 - - 6.667 Adjusted depreciation - 182.117 - - - - 182.117 Acquisition cost as at 31/12/2021 3.095.000 6.531.419 10.820 99.424 3.028.865 3.222 12.768.750 Less: Accumulated depreciation - (103.887) (1.200) (35.231) (2.998.280) - (3.138.599) Net book value as at 31/12/2021 3.095.000 6.427.531 9.620 64.193 30.585 3.222 9.630.151 Additions - - 53.520 1.935.000 28.763 - 2.017.283 Fair value adjustment 45.000 165.000 - 72.562 - - 282.561 Depreciation for the period - (215.881) (1.486) (88.311) (20.746) - (326.424) Adjusted depreciation - 234.020 - (130.453) - - 103.567 Acquisition cost as at 31/12/2022 3.140.000 6.696.419 64.340 2.106.985 3.057.628 3.222 15.068.594 Less: Accumulated depreciation - (85.748) (2.686) (253.995) (3.019.026) - (3.361.455) Net book value as at 31/12/2022 3.140.000 6.610.671 61.654 1.852.991 38.602 3.222 11.707.139 8.2. Right-of-use assets Right-of-use THE GROUP Amounts in EUR Buildings & installations Machinery Vehicles Total Balance as at 1/1/2021 2.530.451 0 0 2.530.451 Depreciation -106.718 0 0 -106.718 Adjustment of acquisition value due to change of lease rental -249.173 0 0 -249.173 Balance as at 31/12/2021 2.174.560 0 0 2.174.560 Right-of-use THE GROUP Amounts in EUR Buildings & installations Machinery Vehicles Total Balance as at 1/1/2022 2.174.560 0 0 2.174.560 Additions 28.106 0 29.419 57.525 Depreciation -106.804 0 -9.541 -116.346 Balance as at 31/12/2022 2.095.862 0 19.878 2.115.740 Right-of-use THE COMPANY ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 123 A mounts in EUR Buildings & installations Machinery Vehicles Total Balance as at 1/1/2022 0 0 0 0 Additions 0 0 29.419 29.419 Depreciation 0 0 -9.541 -9.541 Balance as at 31/12/2022 0 0 19.878 19.878 Liability value THE GROUP Amounts in EUR Buildings & installations Machinery Vehicles Total Balance as at 1/1/2021 2.661.726 0 0 2.661.726 Lease recognition 0 0 0 0 Financial expense 168.401 0 0 168.401 Adjustment of acquisition value due to change of lease rental -249.173 0 0 -249.173 Lease payments -178.000 0 0 -178.000 Balance as at 31/12/2021 2.402.955 0 0 2.402.955 Long-term financial liabilities 2.399.282 0 0 2.399.282 Short-term financial liabilities 3.673 0 0 3.673 Liability value THE GROUP Amounts in EUR Buildings & installations Machinery Vehicles Total Balance as at 1/1/2022 2.402.955 0 0 2.402.955 Lease recognition 0 0 0 66.753 Financial expense 167.482 0 956 168.438 Adjustment of acquisition value due to change of lease rental 0 0 0 0 Lease payments -190.610 0 -9.962 -200.572 Balance as at 31/12/2022 2.379.827 0 -9.006 2.437.574 Long-term financial liabilities 2.404.516 0 10.822 2.415.337 Short-term financial liabilities 12.645 0 9.592 22.237 Liability value THE COMPANY Amounts in EUR Buildings & installations Machinery Vehicles Total Balance as at 1/1/2022 0 0 0 0 Lease recognition 0 0 29.419 29.419 Financial expense 0 0 956 956 Adjustment of acquisition value due to change of lease rental 0 0 0 0 Lease payments 0 0 -9.962 -9.962 Balance as at 31/12/2022 0 0 20.413 20.413 Long-term financial liabilities 10.822 10.822 Short-term financial liabilities 9.592 9.592 The Group, for the period 01/01/2022 - 31/12/2022, recognized rental expenses from short-term leases amounting to € 62 k (2021: € 59 k) while there are no low value fixed asset leases. The outcome of the arbitration procedure of the subsidiary Samos Marines SA completed in 2021 for the rent of the Marina it manages was a reduction of the annual rent to € 170 k until 2025. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 124 8.3. Intangible assets The intangible assets of the Group are related to software programs. The value of the intangibles stands at € 11 k for the Group and the Company on 12/31/2022 (€ 12 k for the Group and for the Company respectively in the comparative period). There are no contractual commitments to acquire intangible assets. 8.4. Investments in subsidiaries The Company’s investment in subsidiaries are as follows: Amounts in EUR SUBSIDIARY COUNTRY Type of shareholder relationship 31-Dec-22 % Participation 31-Dec-21 Τ.Ο. HOLDINGS INTERNATIONAL LTD GREECE DIRECT 100,00% 266.892.695 100,00% 266.892.695 EUROROM CONSTRUCTII '97 SRL ROMANIA DIRECT 100,00% 1.819.496 100,00% 1.819.496 TOXOTIS SA GREECE DIRECT 83,45% 10.601.722 83,45% 10.601.722 PORTO CARRAS TOURIST DEVELOPMENTS SA GREECE DIRECT 30,60% 153.000 30,60% 153.000 TECHNICAL OLYMPIC AIR TRANSPORT SA GREECE DIRECT 41,54% 223.292 41,54% 223.292 SAMOS MARINES SA GREECE DIRECT 99,96% 8.729.518 99,96% 8.729.518 LUXURY LIFE IKE GREECE DIRECT 100,00% 5.000.000 100,00% 1.250.000 Total investment costs 293.419.722 289.669.722 Valuations (120.245.818) (151.316.460) Total current value of investment 173.173.904 138.353.261 As at 31/12/2022, investment in subsidiaries is measured at fair value. This valuation resulted in a change in fair value of the subsidiaries amounting to € 31.07 million, which affected the holding valuation reserve (§ Note 8.15 C). The table below presents the acquisition cost, the accumulated valuation and the maturity balance as of 31/12/2022 and 31/12/2021. 31/12/2022 31/12/2021 Valuation price per subsidiary Acquisition cost Accumulated Valuations Profit / (Loss) Balance Acquisition cost Accumulated Valuations Profit / (Loss) Balance Τ.Ο. HOLDING INTERNATIONAL L.T.D. 266.892.695 -101.514.299 165.378.396 266.892.695 -132.649.433 134.243.261 EUROROM CONSTRUCTII '97 SRL 1.819.496 -1.819.496 0 1.819.496 -1.819.496 0 TOXOTIS SA 10.601.722 -10.601.722 0 10.601.722 -10.601.722 0 PORTO CARRAS TOURIST DEVELOPMENTS SA 153.000 -153.000 0 153.000 -153.000 0 LUXURY LIFE IKE 5.000.000 0 5.000.000 1.250.000 1.250.000 TECHNICAL OLYMPIC AIR TRANSPORT SA 223.292 -223.292 0 223.292 -223.292 0 SAMOS MARINES SA 8.729.518 -5.934.010 2.795.508 8.729.518 -5.869.518 2.860.000 Total: 293.419.722 -120.245.818 173.173.904 289.669.722 -151.316.460 138.353.261 TO investment in HOLDINGS INTERNATIONAL L.T.D.is analyzed as follows: Valuation price per subsidiary 31/12/2022 31/12/2021 Change Τ.Ο. HOLDINGS INTERNATIONAL LTD 43.810.132 59.846.356 -16.036.224 Τ.Ο. CONSTRUCTIONS SA. 16.852.884 18.357.072 -1.504.188 ROMA HOLDING LLC 65.560.335 25.337.173 40.223.162 Τ.Ο. SHIPPING LTD 34.530.857 30.702.660 3.828.197 PFC PREMIER FINANCE CORPORATION LTD 0 0 0 NOVAMORE LTD 4.624.188 0 4.624.188 Total 165.378.396 134.243.261 31.135.134 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 125 Acquisition of control in Novamore LTD on 05/01/2022 The aforementioned company holds receivables from a non-performing mortgage loan. The purpose of the said acquisition is either disposal of the receivables from the non-performing loan to third parties or collection of the receivables from the creditor or acquisition of the mortgaged properties. IFRS 3 makes reference to the fact that the acquired assets and the assumed liabilities of the above company do not constitute a "business" as defined in IFRS 3 and therefore do not fall within the scope of this Standard, but the specific transactions were accounted for as acquisition of assets. The accounting policy for recognizing the transaction is described in Note 6.1 to the Consolidated and Separate Financial Statements of 31/12/2022. The cost of the acquisition was allocated to the separate identifiable assets and liabilities based on their relative fair values at the date of the acquisition, while no goodwill arises from this type of transaction. The total acquisition consideration is € 12,500,000 - € 2,500,000 of which was paid as an advance in the first half of 2021. On November 2022, the company in question transferred its assets to the Company without any profit or loss arising from the transaction. Share Capital Increase in LUXURY LIFE PC During the period the company increased the share capital of LUXURY LIFE PC by € 3,750,000. Impairment test The determination of the fair value of the above investments in subsidiaries directly depends on the fair value of their non-current assets, as they constitute the most significant part of their Assets and therefore the Management considers that the book value of the other assets and liabilities reflects their fair value. Therefore, the company estimates that the Net Asset Value of every subsidiary reflects its fair value. In accordance with the accounting policies followed and the requirements of IAS 36, the Group carries out a relevant impairment test on the assets at the end of every annual reporting period if there are relevant indications of impairment. On 31/12/2022 the Group carried out an impairment test on the value of the Marina. The subsidiary company Samos Marines S.A. has as its basic infrastructure the marina in Pythagorio of Samos (hereinafter "Marina"), amounting to € 2,870 k (€ 2,976 k on 12/31/2021), whose book value is carries at acquisition cost less accumulated depreciation. The recoverable amount of Samos Marines S.A. was determined based on the value in use method. For the purpose of the impairment test, Marina is designated as a Cash Flow Generating Unit (CGU). The value in use was calculated using the discounted cash flow method, i.e. cash flow projections, based on the Management calculations and projections until the end of the useful life of the item in question. The management applies the following key assumptions: • Projected sales: Projected sales include assumptions and estimates of the Management that have taken into account historical measurements and available data from comparable competitive holdings. The main sources of inflows are due to vessel mooring revenues and to a lesser extent to revenues from store leases and other revenues. • Compound Annual Growth Rate (CAGR): Budgeted free cash flows are calculated for the following 22 years (until the date of delivering the Marina to the Greek State ) at 2.6% (3.4% in 2021). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 126 • Discount Rate 10.44% (10% in 2021) Based on the results of the impairment test conducted on December 31, 2022, no need to recognize an impairment loss arose from the comparison of the recoverable amount from the investment costs. Evaluating the sensitivity of the estimate, in terms of the discount rate used, it is observed that a change - increase or decrease - in the discount rate by 1% (+/-1%) would lead to a decrease in the estimated value by € 362 k and an increase of € 739 k respectively, without, however, any impairment loss arising in this case. Regarding the valuations of owner-occupied, investment property and equity securities, see notes 8.1, 8.6 and 8.7. 8.5. Investments in Associates As at 31/12/2022, investments in associates are analyzed as follows: Investments in associates THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Opening balance 2.400 2.400 2.400 2.400 Additions 450.000 - - - Result for the period (449.200) - - - Investments in associates closing balance 3.200 2.400 2.400 2.400 In January 2022, the Getup’s subsidiary by 100%, PFC PREMIER FINANCE CORPORATION LTD domiciled in Cyprus, acquired 50% of Mount Street Hellas Holdco against € 450,000. The company in question has been assessed by the Management as a related party. It was included in the consolidated financial statements of the Group using the equity method. The company’s objective is managing non-performing loans. During the period, the value of the said investment was reduced to zero due to the losses of Mount Street Hellas Holdco Group of companies. 8.6. Equity Instruments Investments in equity instruments as at 31/12/2022 are analyzed as follows: Equity instruments THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Opening Balance 30.455.710 8.805.320 - - Profit / (Loss) from period valuation -171.366 23.156.501 - - Decreases - -1.506.111 - - Closing Balance 30.284.344 30.455.710 - - Within the fourth quarter of 2020, the Group through its subsidiary T.O. SHIPPING LTD successively acquired equity shares of unlisted companies in the shipping segment, where each participation pertains to a company owning and operating a vessel (Container type). The Group maintains a minority interest of 15% in these companies and has irrevocably chosen to maintain them at fair value through the Other Total Revenue, as the Group considers that they are strategically significant investments. The accounting policy applied in relation to these investments is analytically presented in Note 6.10 (and in particular 6.10.2 & 6.10.3) to the annual separate and consolidated financial statements for the year ended 31/12/2022. In 2022, the Group received a dividend from these investments amounting to € 4,228 k . ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 127 As at 31/12/2022, investments in equity instruments were measured at fair value. This valuation resulted in a loss in the value of equity instruments amounting to € 171 k (€ 23.1257 k in 2021) which affected the equity valuation reserve ( Note 8.15 C). 8.7. Investment property The Group’s and the Company’s investment property amounted to € 16,421 k (2021: € 13,311 k) and € 15,636 k (2021: € 12,541 k) respectively and is measured annually at fair value, determined by an assessment of independent professional appraisers. The increase is due to fair value valuations as well as the period additions of € 2,512 k due to the acquisition - through auction - of a three-story commercial building and two basement floors of total area of 4,267 m2 on a plot of land of 4,570 m2, located at the 2nd km of Vari – Koropiou Road in Koropi, Eastern Attica. For the property in question, costs of € 163 k were incurred. From the revaluation of the value of the investment property on 31/12/2022, a profit of € 434 k and € 419 k respectively arose for the Group and the Company (2021: profit € 275 k for the Group and profit of 245 k for the Company), recorded in the income statement for the current year. For the valuation of investment property the same methods and estimates were applied as in valuation of the owner- occupied property (land plots & buildings). The changes during the current and previous years are analyzed below as follows: THE GROUP INVESTMENT PLOTS INVESTMENT BUILDINGS TOTAL INVESTMENT PROPERTY Opening Balance as at 31/12/2020 6.487.500 6.548.878 13.036.378 Impairment Gains / (Losses) recognized in the income statement 0 275.000 275.000 Opening Balance as at 31/12/2021 6.487.500 6.823.879 13.311.379 Impairment Gains / (Losses) recognized in the income statement -243.496 678.357 434.860 Additions 1.069.464 1.605.675 2.675.140 Opening Balance as at 31/12/2022 7.313.468 9.107.911 16.421.379 THE COMPANY INVESTMENT PLOTS INVESTMENT BUILDINGS TOTAL INVESTMENT PROPERTY Opening Balance as at 31/12/2020 5.747.500 6.548.878 12.296.378 Impairment Gains / (Losses) recognized in the income statement 0 245.000 245.000 Opening Balance as at 31/12/2021 5.747.500 6.793.879 12.541.379 Impairment Gains / (Losses) recognized in the income statement -258.496 678.357 419.860 Additions 1.069.464 1.605.675 2.675.140 Opening Balance as at 31/12/2022 6.558.468 9.077.911 15.636.379 The amounts recognized in the Group’s and the Company’s profit or loss for the year 2022 pertaining to income from leases of investment property stood at € 529 k (2021: € 434 k) and € 516 k (2021: € 406 k) respectively. There are no restrictions on liquidation of investment, except the following properties, which were sold and leased- back: - Real Estate in Pylea Thessaloniki - 1 st and 4 th floor of a Real Estate in Glyfada Attiki As at 31/12/2022, properties under a finance lease carried at fair value amounted to € 9,350 k (2021: € 9,000 k). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 128 There are no contractual obligations for acquisition, construction or use of investment property or its potential repairs and maintenance. As at 31 December 2022 and 31 December 2021 the Group and the Company had no commitments for capital expenditures. 8.8. Other long-term receivables The Group’s Long-Term Legal Claims amounting to € 10,769 k mainly concern receivables from construction contracts, mainly contracted by the Greek State, for which there are either disputes with the Greek State, or late payments , as a result of which the Group Management has taken legal action, in defense of its rights, in parallel with the ongoing efforts to resolve various issues at Administrative level. It is to be noted that litigation against the Greek State are always interest bearing, however, the amounts recorded in the Group's Financial Statements relate to the amounts of capital claimed. Recording as long-term receivables is due to the long delay in the settlement of the cases. The long-term receivables of the Parent, standing at € 3,697, relate to receivables from a subsidiary of the Group. Within the period, long-term receivables of € 5,129 k were recognized, related to recognition of income based on the new charter contract of the vessel managed by ROMA HOLDING LLC from $ 24,000/day to $ 58,000/day. The new payment will be applied from 1/12/2023. Other long-term receivables THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Long-term receivables from subsidiaries - - 3.686.576 3.701.847 Long-term legal claims 19.303.102 25.281.960 - - Guarantees provided 203.738 174.938 10.952 10.952 Other long-term receivables 5.129.109 - - - Provisions for long-term legal claims (13.867.287) (19.041.789) - - Total 10.768.662 6.415.108 3.697.528 3.712.799 8.9. Inventory The Group holds inventory amounting to € 173 k (€ 168 k in the comparative period) which are held by the subsidiary ROMA HOLDING LLC. The Group has no pledged inventories. 8.10. Trade and other receivables The analysis of trade and other receivables for the Group and the Company is presented as follows: Trade and other receivables THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Trade receivables 12.029.445 11.992.665 8.907.432 8.907.317 Cheques receivable (postdated) 76.490 73.990 74.122 71.622 Construction segment receivables from the Greek State 129.552 120.991 119.342 119.342 Receivables from associates - - 240.128 203.747 Total receivables 12.235.487 12.187.646 9.341.023 9.302.027 Less: Provisions for impairment of trade receivables (10.798.908) (10.526.155) (8.645.689) (8.656.292) Total 1.436.579 1.661.490 695.335 645.735 The Group Management regularly reassesses the adequacy of the provision for doubtful receivables in relation to its credit policy and taking into account data of the Group's legal advisors, which arise from processing historical data and recent developments in the cases they managed. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 129 The following table presents the chronological analysis of trade and other receivables for the Group and the Company as at 31/12/2022. Chronological analysis of trade receivables THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Under 3 months 217.741 431.168 24.945 35.653 Between 3 and 6 months 42.806 60.790 10.993 40.789 Between 6 months and 1 year 60.055 256.395 56.422 85.409 Over 1 year 11.914.885 11.439.294 9.248.664 9.140.176 Less provisions (10.798.908) (10.526.155) (8.645.689) (8.656.292) Total 1.436.579 1.661.490 695.335 645.735 There are trade and other receivables in excess of one year, for which no allowance has been made as they are considered recoverable or have been collected within the next period. The amounts mainly concern receivables from Public Services as well as from construction projects undertaken by the subsidiary company Porto CARRAS Tourist Developments amounting to € 430 k, agreed to be collected within the next period. 8.11. Other receivables The Group’s and the Company’s other receivables are analyzed as follows: Other Receivables THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Accrued Income 4.415 2.995 2.480 2.480 Other advance payments 727.982 752.072 8.670 51.670 Blocked bank deposits 887.435 1.021.896 20.000 176.000 Prepaid expenses 59.204 76.741 34.984 62.226 Miscellaneous debtors 1.381.520 1.856.319 1.218.687 1.237.342 Disputed claims against the Greek State 817.234 3.437.376 - - Receivables from Escrow Account 22.395.677 22.622.195 5.015.752 5.015.752 Advance employee payments 22.501 22.671 22.371 22.541 Retained customer guarantees 63.115 63.115 - - Receivables from the Greek State 1.905.996 1.578.566 86.018 85.785 Receivables from VAT 898.268 824.231 123.208 82.193 Receivables from loans to associates 340.910 - - - Advances for acquisition of participating interest - 2.500.000 - - Receivables from associates - - 252.516 192.234 Total other receivables 29.504.257 34.758.176 6.784.685 6.928.222 Less: Provisions for impairment of other receivables (3.908.343) (3.019.312) (1.101.246) (1.150.367) Total net other receivables 25.595.914 31.738.864 5.683.439 5.777.856 Other receivables include as follows: - Receivables from Escrow Account (guarantee account) amounting to € 22.4 million and € 5.0 million (for the Group and the Company respectively), monitoring a receivable from BELTERRA INVESTMENTS Ltd, expected to be collected upon finalization of the disposal consideration of the subsidiaries, operating in Porto Carras complex until 15/04/2020. Payments in favor of the buyer for liabilities of the sold subsidiaries on 15/4/2020 have been deducted from the balance of the account on 31/12/2022. An amount of 149 k has been collected from the subsidiary T.O. HOLDINGS INTERNATIONAL LTD (6.913 k in the comparative period) - Receivables from the Greek State on 12/31/2022 include receivables amounting to 0.8 million. Within the period, receivables of € 3.3 million have been collected related to disputed receivables from construction projects on 31/12/2022 and were presented in the item in question. (a) From the court case regarding the subcontracting by AKTOR for Egnatia Odos, the Group had recognized receivables of € 2.2 million, but based on the court decision and the agreement reached ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 130 with AKTOR the amount of the compensation stood at € 3.5 million, € 1 million of which pertains to interest. An amount of € 0.3 million which arose as a difference between the requested and paid capital was recognized in Other income for the period and an amount of € 1 million was recognized in Financial Income. (b) From the court case regarding Roditsa project, an amount of € 1.2 million was invoiced and collected against € 1.3 million which the Group has recognized. Regarding the balance of € 0.1 million, a new request is expected to be made, estimated to be accepted based on the existing decision. (c) In addition, within the period and based on the decisions favorable for the Group that have been issued, receivables of € 653 k are expected to be collected (€ 817 initially recognized receivables for which a provision of € 165 k has been made) - Restricted deposits amounting to € 887 k and € 20 k (for the Group and the Company respectively) concerning letters of guarantee and amounts for loan payments (for the loan of the subsidiary ROMA HOLDINGS LLC) - Within the year, the Group provided a loan of € 341 k to the associate Mount Street Hellas Holdco. - During the period, provisions that were included in Other short-term liabilities regarding the VAT receivables were transferred to the Other Receivables the Romanian branches amounting to € 558 k. The following table presents the chronological analysis of Other Receivables for the Group and the Company as at 31/12/2022. THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Under 3 months 434.776 102.408 198.615 177.649 Between 3 and 6 months 361.977 2.983.420 5.970 87.255 Between 6 months and 1 year 29.486 839.369 68.256 197.059 Over 1 year 28.678.018 30.832.980 6.511.844 6.466.259 Less provisions (3.908.343) -3.019.312 -1.101.246 -1.150.367 Total 25.595.914 31.738.864 5.683.439 5.777.856 The Group and the Company have significant short-term receivables, not overdue and not impaired concerning the following: - Receivables from Escrow Account amounting to € 22.4 million for the Group (€ 5 million for the Company), expected to be collected following the finalization of the disposal consideration of the subsidiaries sold in 2020. - Restricted deposits amounting to € 887 k and € 20 k (for the Group and the Company respectively) - Receivable form litigations amounting to € 817 k - VAT receivables arising from the branches in Romania of 558 k. 8.12. Financial assets at fair value through other comprehensive income THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Receivables from NPLs 4.770.000 - 4.770.000 - Total net other receivables 4.770.000 - 4.770.000 - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 131 THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Opening balance - - - - Additions 12.500.000 - 4.770.000 - Loss for the period through other comprehensive income (7.730.000) - - - Total financial assets at fair value through other comprehensive income 4.770.000 - 4.770.000 - The 100% subsidiary company Novamore LTD, acquired in 2022 against € 12,500,000 by the 100% subsidiary company T.O. HOLDINGS INTERNATIONAL LTD (see note 8.4) owns non-performing loans which on 06/30/2022 were valued at € 4,770,000. The loss amounting to €7,730,000 has been recorded in the item "Reserves from valuation of financial assets and debt instruments at fair value through other comprehensive income". On 01/11/2022 the Company acquired the said non-performing loans at € 4,770 k without any profit arising from the said intra-group transaction. The Management has assessed that the measurement of the financial assets in question will be performed through other comprehensive income with their transfer to the profit and loss for the period upon derecognition. 8.13. Financial assets at fair value through profit or loss In 2022, the Group, through its Parent Company and its subsidiary T.O. HOLDING INTERNATIONAL LTD, acquired and disposed of non-negotiable bonds and other financial products. The valuation of the Group's financial data stood at loss of € 1,722 k (profit of € 426 k in 2021), included in the item "Profits (losses) from valuation of financial assets through profit or loss" of the Group's Statement of Comprehensive Income. THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Opening balance 12.688.068 4.970.170 27.542 - Acquisitions 3.021.626 15.298.730 - 26.370 Disposals -4.846.081 -8.007.441 - - Fair value adjustments -1.722.102 426.609 -8.336 1.172 Closing Balance 9.141.511 12.688.068 19.206 27.542 The analysis per type of financial instrument held by the Group and the Company on 31/12/2022 and 31/12/2021 is as follows: THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Shares 3.330.100 4.519.896 19.206 27.542 Bonds 5.537.704 6.311.552 0 0 Warrants 273.707 1.856.620 0 0 Total 9.141.511 12.688.068 19.206 27.542 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 132 8.14. Cash and cash equivalents Cash represents the Company's cash in hand and bank deposits available on first demand. The cash and cash equivalents of the Group and the Company are as follows: Cash and cash equivalents THE GROUP THE COMPANY Amounts in EUR 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Cash in hand 21.188 27.819 2.623 1.733 Bank deposits available 25.348.498 35.903.112 526.767 6.729.395 Cash equivalents - repos 2.710.280 2.000.000 - 2.000.000 Total 28.079.967 37.930.931 529.390 8.731.129 8.15. Equity Α) Share Capital – Share premium The Company’s share capital amounts to € 203,466,750 and is divided into 40,693,350 common nominal shares, of nominal value € 5.00 each. With respect to the Company’s share capital, there are no specific limitations other than those stipulated by current legislation. The Company's shares are listed on the Athens Stock Exchange, are traded in the “Main Market” and belong to the sector/sub-sector Personal & Household Goods / House Construction, while it participates in the DGs, FTSEM, Composite Total Return Index (SAGD), FTSEA, Personal & Household Goods Index (DPO). On 31/12/2022 the Parent Company holds 646,132 Treasury shares of an acquisition cost of € 1,093,976.06. On 31/12/2021 the Parent Company or its subsidiaries held 45,085 shares of the Company of acquisition cost 69,086.10. On 31/12/2022, the share premium at the group level stood at € 261,240,454 (2021: € 261,240,454) arising from the issuance of shares against cash at a value higher than their nominal value. Β) Real Estate and Machinery Valuation Reserves at fair value The Group’s real estate valuation reserves at fair value after deferred tax stood at €59,203 and €25,908 as of 31/12/2022 and 31/12/2021 and for the Company €5,413 and €5.146 respectively. The change in reserve, before deferred tax for the current year is analyzed in the consolidated and separate table of change of fixed assets (Note 8.1). The real estate and machinery valuation reserves include the amount of €42,889 which concerns revaluation of the fair value of the vessel owned by ROMA HOLDINGS LLC. C) Financial assets reserve at fair value through other comprehensive income The value of Reserves from valuation of the Company's financial assets and assets at fair value through other comprehensive income on 31/12/2021 amounts to € 103,830 (debit) which is increased compared to the comparative period by € 31,070. Changes of the year are analytically presented in paragraph 8.5 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 133 The value of Reserves from valuation of the Group's financial assets and assets at fair value through other comprehensive income on 31/12/2021 amounts to € 17.471 which is decreased compared to the comparative period by € 7,900 Changes of the year are analytically presented in paragraphs 8.6. & 8.12. D) Other reserves The Group’s and the Company’s other reserves as at 31/12/2022 and the comparative period are analyzed as follows: Other reserves THE GROUP Amounts in € ' Statutory Reserves Extraordinary reserves Special & tax exempted reserves Equity instruments reserves Effects of mergers of subsidiaries and out-of-group companies Total Balance as at 31/12/2021 23.171.826 1.197.920 -11.835.294 0,00 0,00 12.534.452 Balance as at 31/12/2022 23.171.826 1.197.920 -11.835.294 0,00 0,00 12.534.452 Other reserves THE COMPANY Amounts in € ' Statutory Reserves Extraordinary reserves Special & tax exempted reserves Equity instruments reserves Effects of mergers of subsidiaries and out-of-group companies Total Balance as at 31/12/2021 7.834.025 1.177.186 2.371.603 0,00 0,00 11.382.814 Balance as at 31/12/2022 7.834.025 1.177.186 2.371.603 0,00 0,00 11.382.814 Ε) Dividends The Regular General Meeting, held on 15/07/2022, decided not to distribute dividends due to the existence of accumulated losses. For the same reason, the Board of Directors will propose to the General Meeting not to distribute dividends for the FY 2022. F) Foreign exchange differences During the year, foreign exchange differences arose from the conversion of the financial statements of the subsidiary ROMA HOLLDINGS LLC amounting to € 900 k. In addition, there has been a decrease in the said reserve due to the closure of the branch in Romania. On 31/12/2022, the balance of the aforementioned account stood at € 1,177 k. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 134 8.16. Deferred tax obligation Amounts in € THE GROUP 1/1/2021 Income Statement Other Comprehensive Income 31/12/2021 1/1/2022 Income Statement Other Comprehensive Income 31/12/2022 Tangible assets -1.380.395 584.385 0 -796.010 -796.010 -56.727 0 -852.737 Intangible assets 14.465 -4.741 0 9.723 9.723 -929 0 8.795 Employee benefit obligations 44.364 -22.863 0 21.500 21.500 -2.146 0 19.354 Liabilities 634.341 -53.295 0 581.046 581.046 -55.626 0 525.420 Deferred Tax Asset (Obligation) -687.226 503.485 0 -183.740 -183.741 -115.428 0 -299.169 Tangible assets -2.153.777 -261.080 -466.008 -2.880.866 -2.880.866 -297.542 163.156 -3.015.251 Grants -185.723 22.519 0 -163.204 -163.204 9.466 0 -153.738 Construction -533.909 48.533 0 -485.375 -485.375 -4.041 0 -489.416 Deferred Tax Asset (Obligation) -2.873.409 -190.028 -466.009 -3.529.446 -3.529.446 -292.117 163.156 -3.658.406 Deferred Tax Asset (Obligation) -3.560.635 313.458 -466.009 -3.713.186 -3.713.186 -407.545 163.156 -3.957.575 Amounts in € THE COMPANY 1/1/2021 Income Statement Other Comprehensive Income 31/12/2021 1/1/2022 Income Statement Other Comprehensive Income 31/12/2022 Employee benefit obligations 24.484 -3.767 0 20.717 20.717 -2.207 0 18.511 Deferred Tax Asset / (Obligation) 24.484 -3.767 0 20.717 20.717 -2.207 0 18.511 Tangible assets -2.153.777 -261.080 133.149 -2.281.708 -2.281.708 -297.542 -75.329 -2.654.580 Deferred Tax Asset / (Obligation) -2.153.777 -261.080 133.149 -2.281.708 -2.281.708 -297.541 -75.329 -2.654.579 Deferred Tax Asset / (Obligation) -2.129.294 -264.847 133.149 -2.260.991 -2.260.991 -299.748 -75.329 -2.636.068 Deferred tax has been calculated for the Group and the Company at 22%, a percentage of tax rate effective in 2022. The impact of the change in the tax rate within 2021 (from 24% in 2020) amounts to € 297 k for the Group and € 177 k for the Company. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 135 8.17. Employee end-of-service obligations THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Opening Balance Sheet obligations 44.517 130.238 40.962 111.922 Increase / (Decrease) due to change in accounting policy - -68.275 - -52.696 Pension benefits -6.162 -16.621 -7.553 -16.637 Amount recorded directly in Equity -1.433 -824 -767 -1.627 Total 36.922 44.517 32.642 40.962 Charges in the Income Statement Pension benefits (allowances and payments) -6.162 -16.621 -7.553 -16.637 Total -6.162 -16.621 -7.553 -16.637 THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Present value of non-financed liabilities 44.517 130.238 40.962 111.922 Increase / (Decrease) due to change in accounting policy - -68.275 - -52.696 Unrecorded accounting gains / (losses) -1.433 -824 -767 -1.627 Employee Transportation Costs -6.162 -16.621 -7.553 -16.637 Total 36.922 44.517 32.642 40.962 THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Current employment costs 8.096 5.005 6.728 5.005 Financial cost 267 372 246 355 Benefits paid by the employer -16.240 -29.522 -16.240 -29.522 Costs of cuts / arrangements / termination 1.713 7.525 1.713 7.525 Total -6.164 -16.621 -7.553 -16.637 THE GROUP THE COMPANY 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Discount rate 2,80% 0,60% 2,80% 0,60% Wage increases 2,50% 2,00% 2,50% 2,00% Inflation 2,80% 1,80% 2,80% 1,80% 8.18. Grants Grants THE GROUP Amounts in € Marina Construction Grant Other Grants Hotel Renovation SPA Construction Total Book value as at 31/12/2020 917.120 0 0 0 917.120 Transfer of income to the income statement -31.619 0 0 0 -31.619 Book value as at 31/12/2021 885.501 0 0 0 885.501 Transfer of income to the income statement -31.619 0 0 0 -31.619 Book value as at 31/12/2022 853.882 0 0 0 853.882 8.19. Financial liabilities The Group’s and the Company’s loan liabilities (long-term and short-term) are analyzed as follows: Long-Term Loan Liabilities THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Bank borrowing 7.861.103 8.964.715 - - Finance and Operating lease liabilities 5.143.859 5.610.431 2.739.344 3.222.159 Intragroup Bond Loans - - 8.000.000 - Total 13.004.962 14.575.146 10.739.344 3.222.159 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 136 Short-term Loan liabilities THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Bank borrowing 3.093.007 4.235.320 1.630 1.571 Finance and Operating lease liabilities 532.723 870.259 520.078 855.577 Total 3.625.730 5.105.577 521.707 857.148 During the year - more specifically on 30/3/2022, regarding the 85% subsidiary company ROMA HOLDING LLC that had received a loan from the bank Macquarie Trade & Asset Finance International Limited of $ 19,500,000 for the acquisition of the vessel it owns, an amendment to the loan agreement was signed between Macquarie and Roma Holding LLC to convert the floating interest rate from Libor +margin to a fixed interest rate (2.406%) plus margin while, under the conditions, reducing the margin from 4.25% to 3.75%. Following this amendment, the quarterly capital installments were reduced, which were front-loaded with an equal increase in the last installment (balloon payment from $2.9 million to $6.3 million) and the loan will be repaid in 21 installments until 2026. During the year (17/10/2022) the Company issued a bond loan for a total amount of up to € 10 million, covered by undertaking bonds by the subsidiary company T.O. Holding International Ltd. From this amount, an amount of € 8 million has been collected. Collateral has been provided for the loan, i.e. the vessel owned by the subsidiary company. On 31/12/2022, the subsidiary company - based on its loan agreement – should maintain a financial ratio of "Vessel Value" to "Debt" - ACR of less than 55%. The subsidiary company fulfills this commitment. The Group’s and the Company’s loan liabilities are expected to be repaid as follows: Amounts in € THE GROUP Borrowings on 31/12/2022 Within 1 year 1 to 5 years Over 5 years Total Total long-term loans 3.091.378 7.861.103 0 10.952.481 Total short-term loans 1.630 0 0 1.630 Finance lease liabilities 532.722 2.688.178 2.455.681 5.676.581 Total 3.625.729 10.549.281 2.455.681 16.630.692 Amounts in € THE GROUP Borrowings on 31/12/2021 Within 1 year 1 to 5 years Over 5 years Total Total long-term loans 4.233.749 8.964.715 0 13.200.035 Total short-term loans 1.571 0 0 0 Finance lease liabilities 870.258 1.875.256 3.735.175 6.480.690 Total 5.105.578 10.839.971 3.735.175 19.680.725 Amounts in € THE COMPANY Borrowings on 31/12/2022 Within 1 year 1 to 5 years Over 5 years Total Total long-term loans 0 0 8.000.000 8.000.000 Total short-term loans 1.630 0 0 1.630 Finance lease liabilities 520.078 2.467.925 271.418 3.259.421 Total 521.708 2.467.925 8.271.418 11.261.051 Amounts in € THE COMPANY Borrowings on 31/12/2021 Within 1 year 1 to 5 years Over 5 years Total Total long-term loans 0 0 0 0 Total short-term loans 1.571 0 0 1.571 Finance lease liabilities 855.577 1.796.928 1.425.231 4.077.736 Total 857.148 1.796.928 1.425.231 4.079.307 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 137 8.20. Other long-term liabilities As at 31/12/2022, the Group’s other long-term liabilities amounting to € 2,492 k (2021: 2,493 k) relate mainly to long- term component of arrangements amounting to € 417 k (2021: € 482 k) and liabilities to third parties amounting to € 2,011 k (2021: € 2,011 k). At Company level the corresponding item amounts to € 290 k (2021: 272 k) and mainly concerns a long-term component of arrangements. 8.21. Suppliers and other payables Suppliers & other payables THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Suppliers 2.571.994 2.934.706 472.250 386.091 Suppliers in Romania 218.727 97.370 - - Total 2.790.721 3.032.076 472.250 386.091 8.22. Current tax obligations Regarding the Group, the current tax obligations amount to € 110 k. This item includes a provision of € 106 k for the income tax of the subsidiary company T.O. CONSTRUCTIONS SA for 2022 . 8.23. Liabilities from contracts with customers Liabilities from contracts with customers amount to € 466 k for the Group (€ 283 k in 2021). The increase is due to the fact that the demand for parking services at the marina managed by the subsidiary company Samos Marines SA has increased. 8.24. Other short-term liabilities The Group’s and the Company’s other short-term liabilities are analyzed as follows: Other short-term liabilities THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Wages and salaries payable 14.649 13.367 247 247 Insurance funds 138.236 94.362 93.656 73.144 Other taxes (less income tax) 297.852 318.757 197.830 180.293 Accrued expenses 276.556 6.454 99.646 6.435 Liabilities to associates 0,00 - 8.524.360 7.922.643 Fees / other BoD members payables 195.788 168.957 138.750 138.045 Retained earnings 27.257 8.258 - - Provisions for tax non-inspected years and contingencies 7.821.025 7.752.135 676.799 676.799 Other current liabilities 2.549.788 3.128.394 180.531 178.829 Total Liabilities 11.321.150 11.490.684 9.911.818 9.176.435 8.25. Operating expenses The cost of sales and administrative and distribution expenses of the Group and the Company for the years 2022 and 2021 are analyzed in the following tables: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 138 O perating expenses THE GROUP -01/01 - 31/12/2022 Amounts in € Cost of Sales Administrative Expenses Total Inventory cost recognized as an expense 271.376 - 271.376 Employees fees and expenses 1.344.456 703.624 2.048.079 Third-parties fees and expenses 679.524 1.929.051 2.608.575 Utilities 159.624 118.924 278.548 Operating lease rentals 29.961 32.176 62.137 Insurance expenses 342.353 85.934 428.287 Repair and maintenance expenses 641.318 158.700 800.018 Taxes and duties 261.944 141.436 403.381 Miscellaneous Expenses 903.754 239.458 1.143.212 Promotion costs 14.389 13.261 27.649 Depreciation 5.670.535 232.918 5.903.452 Total 10.319.234 3.655.482 13.974.716 Operating expenses THE GROUP -01/01 - 31/12/2021 Amounts in € Cost of Sales Administrative Expenses Total Inventory cost recognized as an expense 403.255 - 403.255 Employees fees and expenses 973.592 559.729 1.533.321 Third-parties fees and expenses 1.679.417 1.858.304 3.537.721 Utilities 45.568 121.479 167.047 Operating lease rentals 13.582 45.889 59.471 Insurance expenses 232.422 38.432 270.854 Repair and maintenance expenses 282.496 73.991 356.487 Taxes and duties 97.725 192.473 290.198 Miscellaneous Expenses 649.174 167.121 816.294 Promotion costs 3.779 7.547 11.327 Depreciation 2.078.926 899.355 2.978.281 Total 6.459.936 3.964.320 10.424.256 Operating expenses THE COMPANY -01/01 - 31/12/2022 Amounts in € Cost of Sales Administrative Expenses Total Employees fees and expenses 215.452 502.260 717.712 Third-parties fees and expenses 177.952 666.408 844.360 Utilities 50.501 119.281 169.782 Operating lease rentals - 15.355 15.355 Insurance expenses - 79.982 79.982 Repair and maintenance expenses 9.412 85.417 94.829 Taxes and duties 96.908 65.669 162.578 Miscellaneous Expenses 109.969 73.567 183.536 Promotion costs 14.389 9.592 23.981 Depreciation 116.096 221.183 337.279 Total 790.680 1.838.715 2.629.395 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 139 Operating expenses THE COMPANY -01/01 - 31/12/2021 Amounts in € Cost of Sales Administrative Expenses Total Employees fees and expenses 154.961 458.591 613.551 Third-parties fees and expenses 280.773 487.483 768.257 Utilities 43.461 66.952 110.414 Operating lease rentals 12.382 23.736 36.117 Insurance expenses 41.265 33.277 74.542 Repair and maintenance expenses 32.799 36.471 69.270 Taxes and duties 64.337 91.170 155.506 Miscellaneous Expenses 69.582 98.995 168.577 Promotion costs 3.779 4.455 8.234 Depreciation 124.367 118.232 242.599 Total 827.706 1.419.362 2.247.068 The increase in expenses at the Group level is mainly due to the increase in payroll by € 515 k and by € 2,925 k to an increase in depreciation due to the increase in the value of the vessel from the revaluation carried out as at 30/06/2022. For the year ended December 31, 2022, Administrative Expenses analyzed in the item "Third parties fees and expenses" include approved non-audit services of the statutory auditor and the auditing firm amounting to € 14,000 (€ 20,900 in 2021). 8.26. Other income – expenses Other Income THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Revenues from grants / subsidies 31.619 31.619 - - Profits from sale / revaluation of tangible assets - 14.607 - 2.667 Operating lease rentals 529.458 433.580 516.209 406.776 Revenue from rendering services 595 - 595 - Other income 1.011.180 3.125.987 83.669 115.253 Revenue from leasing the helicopter 130.000 - 130.000 - Revenue from used provisions 44.875 318.969 35.753 303.970 Total other income 1.747.727 3.924.761 766.226 828.666 Other income includes income of the company ROMA HOLDINGS LLC of €140 k, income of €270 k arising from collecting receivables from the subcontract with AKTOR for Egnatia Odos exceeding the amount that the Group had initially recognized as receivables. An amount of €176 k has also been recognized due to derecognition of receivables/liabilities of Joint Ventures in which the subsidiary company T.O. Constructions SA participates. Finally, income of is €229 k arises from the write-off of a liability to the supplier of the branches in Romania, as the contractual obligation to pay is no longer effective. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 140 Other Expenses THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Other taxes, duties, fines and surcharges 1.020 29.688 410 8.022 Other operating expenses 246.400 1.142.494 54.991 193.728 Provisions - write-offs and other expenses 624.523 282.359 344.915 221.904 Loss from sale, write-off and revaluation of property, plant and equipment 63.503 414.134 - 500 Other extraordinary losses - 227.690 - - Provisions for doubtful customers 84.001 10.731 68.930 10.731 Total from continuing operations 1.019.447 2.107.096 469.245 434.886 The item Provisions - write-offs and other expenses includes an amount of €260 k arising from the Company's settlement regarding a work accident, while an amount of € 258 k concerns write-off of receivables from long-term receivables for which a court decision was issued. 8.27. Financial income – expenses Financial income THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Interest on loans granted to related parties - - - 26.868 Bank interest income 149.109 35.962 1.596 5.085 Income from collecting court receivables 1.000.745 - - - Interest on loans granted to associates 68.887 - - - Total financial income 1.218.740 35.962 1.596 31.953 The item Financial income includes an amount of 1 million which refers to compensation interest from the legal dispute held by the subsidiary company T.O. Constructions with AKTOR for subcontracting the Egnatia Odos project. Financial expenses THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Interest on finance leases 305.039 310.932 139.339 142.903 Loan interest 765.143 667.950 55.774 12.140 Loss due to amending the loan terms 542.466 - - - Financial cost for employee benefits 267 372 246 355 Other bank expenses 167.603 308.766 46.674 90.735 Guarantee letter commissions 59.780 127.469 18.295 44.330 Total financial expenses 1.840.298 1.415.489 260.328 290.463 In the item Financial expenses, the item “Loss due to loan terms readjustments includes the loss arising from recalculation of the present value of the loan issued by the subsidiary company ROMA HOLDINGS LLC due to the readjustment of the floating interest rate to a fixed rate. 8.28. Income from dividends THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Dividends from investment sin vessels 4.228.168 261.986 - - Total 4.228.168 261.986 - - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 141 8.29. Income tax Income tax is analyzed as follows: Income tax THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Current tax (106.166) - Deferred tax (407.545) (843.087) (299.748) (264.847) Prior periods tax inspection differences (636.825) - - Total (1.150.536) (843.087) (299.748) (264.847) Deferred tax assets and liabilities are offset when the company has an enforceable legal right to set off current tax assets against current tax liabilities and when the deferred income tax involve the same tax authority. Deferred income tax is calculated on temporary differences using the tax rates that are expected to apply in the countries in which the Group companies operate. It is estimated that the amounts that appear in the Statement of Financial Position will be recovered or will be enter an arrangement after the current period. The effective final tax rate differs from the nominal rate. Several factors influence the effective tax rate, the most important being the non-tax deduction of certain expenses, the differences in depreciation rates that arise between the useful life of the fixed asset and the rates laid down in Law 4172/2013 but also the different recognition value of the fixed assets and the companies’ ability to form untaxed deductions and tax exempted reserves. Pursuant to relevant tax provisions: a) Article 84 (1), Law 2238/1994 (unaudited income tax cases), b) Article 57 (1), Law 2859/2000 (unaudited VAT cases and c) Article 9 (5), Law 2523/1997 (imposition of fines for income tax cases), the right of the State to impose the tax for fiscal years until 20163 has expired until 31/12/2022, without prejudice to special or exceptional provisions that may provide for a longer period paragraph and under the conditions laid down therein. Furthermore, according to the established case-law of the Council of State and the Administrative Courts, in the absence of a statute of limitations in the Code of Stamp Duties Law, the relevant claim of the State for the imposition of stamp duties is subject to the twenty-year limitation period according to article 249 of the Civil Code. 8.30. Results from discontinued operations Until the date of approval of the consolidated financial statements, the disposal price of the former subsidiaries operating in the Porto Carras complex has not been finalized. Regarding the calculation of the final Price Adjustment of the transaction of the shares of the subsidiaries in question and in accordance with the provisions of the relevant terms of the respective Share Purchase Agreements (SPA), on 5/4/2021 the Independent Advisor (IA), the company DELOITTE, delivered to the sellers (TECHNICAL OLYMPIC Group) and the buyer (BELTERRA group) the Completion Statements 5/4/2021. According to the conclusion of the initial IA dated 5/4/2021, an amount of € 70,785.81 k from the total price of € 168,887.34 k should be deducted for financial and other obligations. Thus, the final price of the sale for the selling companies according to this conclusion stands at €98,101.53 k. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 142 From the amounts that must be deducted from the price, namely € 70,785.81 according to the conclusion of the initial IA, an amount of € 47,823.11 which concern financial obligations has already been withheld. An amount of € 18,161.79 relating to other obligations has also been released from the escrow account in favor of the buyer. Therefore, based on the conclusion of the initial IA, the buyer is expected to collect, from the escrow account, € 4,800.91 k. From the total price of € 98,101.53 k - according to the conclusion of the initial IA - the selling companies have already collected cash of € 56,970.99 k at the sale. Moreover, an amount of € 23,129.06 has been released from the escrow account in favor of the selling companies. Therefore, based on the conclusion of the initial IA, the sellers are expected to collect, from the escrow account, € 18,001.48 k. In the escrow account on 03/29/2023, the total amount of € 22,549.1 k remains reserved to cover the receivables of the selling companies as well as the buying company. Given the incompleteness of the process of determining the final adjustments to the initially agreed upon consideration, reference to the final consideration was not and still is not possible to be made at this stage. Under the contract of sale of the "PORTO CARRAS" complex and in accordance with its specific provisions, the sellers are responsible for a period of 5 years from the preparation of the contract for claims related to (i) tax issues, (ii) ownership of the shares which were the subject of the transaction, (iii) ownership of the real estate that was the subject of the transaction and (iv) the construction sector. As for the other claims, the sellers are responsible for a period of 2 years and six months from the preparation of the contract, while for the claims of time-shareholders there is no time limit of liability. The Company has provided a guarantee in favor of this 100% subsidiary "TO International Holding Limited" to secure any claims of the buyer from the contract of sale of the shares of "PORTO CARRAS SA." The results by line item of the Consolidated Statement of Comprehensive Income are presented below. Within the period there were no additional profits/(losses) for the Group. Amounts in € THE GROUP Discontinued Operations of the Group 01/01 - 31/12/2022 01/01 - 31/12/2021 Profits/ (losses) from investments 0 -1.115.988 Earnings before tax 0 -1.115.988 Earnings after tax 0 -1.115.988 8.31. Earnings per share Profit – losses per share were calculated based on the weighted average number of shares outstanding over the Company's total shares and are as follows: THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 143 Earnings after tax from continuing operations 1.299.962 (3.170.593) (2.273.673) (2.187.856) Earnings after tax from discontinued operations - (1.115.988) - - THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Basic profits/(losses) per share (€/share) from continuing operations 0,0190 (0,0805) (0,0565) (0,0538) Basic profits/(losses) per share (€/share) from discontinued operations - (0,0274) - - 8.32. Number & salaries of employees The number of headcount as at 31/12/2022 and 31/12/2021 in the Group and the Company is analyzed below:: Number of Headcount THE GROUP THE COMPANY Amounts in € 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Number of Headcount 62 59 27 26 The weighted average of the Group’s personnel for 2022 and 2021 amounted to 60 and 59 persons, respectively. The payroll costs for the Group and the Company are analyzed in the table below. Payroll costs THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Salaries, wages and allowances 1.801.081 1.342.417 544.881 469.588 Social security expenses 230.969 177.900 158.170 131.134 Retirement benefits (provisions) 9.810 12.530 8.442 12.530 Other employee benefits 6.220 474 6.220 300 Total 2.048.079 1.533.321 717.712 613.551 The increase at the Group level is due to the fact that the subsidiary ROMA HOLDINGS LLC is consolidated within the entire 2022, though in 2021 it was consolidated from March onwards. 8.33. Cash flows adjustments THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Profit Adjustments for: Depreciation of tangible assets 5.785.793 2.870.489 326.424 241.524 Depreciation of right-of-use assets 116.346 106.718 9.541 - Amortization of intangible assets 1.314 1.075 1.314 1.075 Recognized revenue due to future readjustment of charters rentals 8.8 (5.195.354) - - - Revenue from reversal of provisions (9.122) (14.998) - - Provisions-Impairments 619.101 (430.009) (44.454) (403.006) Results from associates and joint venture 449.200 - - - (Profit) / loss from exchange differences 82.882 (234.786) 381 3 (Profit)/losses from disposal of tangible fixed assets 63.341 393.217 - (2.167) Profit)/losses from disposal of subsidiaries measures at fair value - 1.115.988 - 421.380 Change in employee benefit obligation 10.077 12.901 8.687 12.885 Amortization of fixed asset grants (31.619) (31.619) - - (Profit)/ loss from valuation of investment property (492.719) (275.000) (477.719) (245.000) (Profit)/ loss from valuation of self-used fixed assets 57.891 - 57.891 - Income from dividends 8.28 (4.111.730) (261.986) - - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 144 (Profits) / loss from disposal of financial assets at fair value through profit or loss 1.713.766 (426.609) - (1.172) Interest Income 8.27 (1.218.740) (35.961) (1.596) (31.953) Interest expenses 8.27 1.816.031 1.415.534 260.328 290.463 Total (343.544) 4.204.954 140.797 284.032 8.34. Liens The Company's real estate is burdened with liens totaling € 5,500 k relating to letters of guarantee. The vessel, owned by the subsidiary Roma Holding LLC, is also burdened with liens. 8.35. Related parties transactions and balances Intracompany sales and acquisitions for the period 01/01/2021-31/12/2022 and the corresponding comparative period 01/01/2020-31/12/2021 are analyzed as follows: Amounts in € THE GROUP THE COMPANY Income from sale of goods & provision of services 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 Subsidiaries - - 273.080 372.413 Other related parties 1.600 1.600 1.600 1.600 Total 1.600 1.600 274.680 374.013 Amounts in € THE GROUP THE COMPANY Acquisitions and fees for receiving services 01/01 - 31/12/2022 01/01 - 31/12/2021 01/01 - 31/12/2022 01/01 - 31/12/2021 BoD members and key executives 708.928 633.708 360.630 284.219 Other BoD members and key executives benefits 53.245 53.247 26.004 34.712 Total 762.173 686.955 386.634 318.931 Transactions with the subsidiaries have been eliminated from the Group's consolidated financial assets. Income/expenses amounting to € 508 k among the Group’s subsidiaries are eliminated under consolidation. All transactions are conducted under the usual market conditions and types of transactions and are documented on an annual basis with the preparation of the "transfer pricing file". Intracompany receivables/liabilities effective as at 31/12/2022 and 31/12/2021 are as follows: Amounts in € THE GROUP THE COMPANY Receivables 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Subsidiaries - - 4.179.220 4.097.827 Other related parties 706.308 711.446 22.454 17.593 Loans to related parties 340.910 - - - BoD Members and key executives 25.079 34.290 8.317 9.801 Total 1.072.297 745.736 4.209.991 4.125.221 Amounts in € THE GROUP THE COMPANY Payables 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Subsidiaries - - 8.524.360 7.922.643 Loans payable 8.000.000 Other related parties 159.255 159.255 - - BoD Members 304.542 226.841 214.507 166.923 Total 463.797 386.095 16.738.867 8.089.566 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 145 Balances with subsidiaries have been eliminated from the consolidated financial data of the Group. Receivables/ liabilities among the group subsidiaries stand at € 27,748 k and are eliminated under consolidation. No loans have been granted to members of the Board of Directors or the Group’s executives and their families. 8.36. Contingent assets – liabilities – commitments Α) Court cases The following table presents contingent assets/liabilities of the Group companies on 31/12/2022. THE GROUP 31/12/2022 THE COMPANY CONTINGENT ASSETS CONTINGENT LIABILITIES TECHNICAL OLYMPIC S.A. 433.030 454.686 T.O. INTERNATIONAL HOLDING - 447.373 T.O. CONSTRUCTIONS S.A. - 242.341 GROUP TOTAL 433.030 1.144.400 Β) Commitments from construction contracts and other commitments The commitments of the Group and the company from construction contracts and guarantees on 31/12/2022 and 31/12/2021 are as follows: THE GROUP THE COMPANY Letters 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Letters of Guarantee 5.549.994 6.327.506 2.645.890 3.423.158 C) COMMITMENTS REGARDING PORTO CARRAS COMPLEX - According to the contract of 15.4.2020 for the purchase and sale of shares of the company Porto Carras by T.O. International Holding Ltd subsidiary of Technical Olympic to the company BELTERRA INVESTMENTS Ltd in combination with the guarantee contract from 15.4.2020, Technical Olympic guaranteed in favor of the buyer on behalf of its subsidiary for the satisfaction of any claim arising with a generative reason that falls before 15.4.2020 in relation to the following matters: a) pending litigation and threatened administrative fines b) tax liabilities c) subsidy liabilities d) labor-related liabilities e) corporate liabilities. The above guarantee of Technical Olympic is limited both quantitatively and temporally depending on the nature of the above-mentioned requirement in accordance with the specific terms and agreements referred to in the aforementioned contracts. - According to the contracts of purchase and sale of shares of the Group's subsidiaries as of 15.4.2020 of the Group "KTIMA PORTO CARRAS SA", "MARINA PORTO CARRAS SA", "GOLF PORTO CARRAS SA", the Technical Olympic sold to BELTERRA INVESTMENTS Ltd its holding in the above companies and undertook the responsibility as a seller to the buyer to satisfy at the rate of any claim arising with a generative speech that ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 146 dates back before 15.4.2020, as specifically mentioned in the aforementioned contracts. The liability of Technical Olympic is limited both quantitatively and temporally depending on the nature of the claim in accordance with the more specific terms and agreements referred to in the aforementioned contracts. 8.37. Tax non-inspected years The Company has been tax audited up to and including 2009. The total provisions for the Group's companies’ unaudited tax fiscal years amounted to €1,571 k. For FYs 2011 to 2013, the Parent Company and all the subsidiaries that operate in Greece, mandatorily audited by Statutory Auditors, had been subjected to the tax audit of Chartered Accountants as defined in the provisions of Article 82, par. 5, Law 2238/1994 and for FYs 2014 to 2018 to a tax audit defined in the provisions of article 65A of Law 4174/2013 and POL. 1124/2015 and received unqualified conclusion Tax Compliance Certificates. With respect to FY 2019 fiscal year, the Group’s companies, domiciled in Greece, mandatorily audited by Chartered Accountants have been subjected to an optional tax audit, which is currently in progress and the relevant tax compliance certificate is expected to be issued after the publication of the annual Financial Statements as at December 31, 2022. If additional tax liabilities arise up until the completion of the tax audit, it is estimated that they will not have a material effect on the Financial Statements of the Group and the Company. On 31/12/2022, the fiscal years until 31/12/2016 were time-barred in accordance with the provisions of Art. 36 (1) of Law 4174/2013, with the exceptions provided by the current legislation for the extension of the right of the Tax Administration to issue an administrative act, estimated or corrective tax assessment in specific cases. Statutory audit of subsidiaries Within 2022, a tax audit order was issued for the former subsidiaries GOLF PORTO CARRAS S.A. and MARINA PORTO CARRAS S.A. for the years 2016 and 2017. Likewise, regarding the former subsidiary company KTIMA PORTO CARRAS SA. a tax audit order was issued for the years 2016 to 2020. No final decision has been issued although no significant differences are expected to arise. The Group is committed to the results of the above tax audits based on the sale agreement of the said companies to BELTERA INVESTMENS on 15/4/2020. Statutory audit of subsidiaries Within 2022, a tax audit order was issued for the former subsidiaries SAMOS MARINES S.A. for the years 2018 and 2019. The tax audit in question has not yet started. The tax non-inspected fiscal years of the Group's companies are summarized in the following table: COMPANY TAX NON- INSPECTED YEARS TECHNICAL OLYMPIC S.A. 2017 to date PORTO CARRAS DEVELOPMENT SA 2017 to date TECHNICAL OLYMPIC AIR TRANSPORT SA 2017 to date SAMOS MARINES SA 2017 ΤOXOTIS Technical SA - EUROROM CONSTRUCTII '97 SRL Since establishment ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 147 Τ.Ο. HOLDINGS INTERNATIONAL LTD Since establishment Τ.Ο. SHIPPING LTD 2020 to date Τ.Ο. CONSTRUCTIONS SA 2020 to date ARIADNE REAL ESTATE Μ.Ι.Κ.Ε. Since establishment PFC PREMIER FINANCE CORPORATION LTD Since establishment LUXURY LIFE IKE Since establishment NOVAMORE LTD 2021 to date TOXOTIS JOINT VENTURE SA - GOUSGOUNIS SA - RENOVATION OF KIFISOS AVENUE & POSEIDONOS AVENUE >> Since establishment ROMA HOLDING LLC Since establishment 8.38. Risk management objectives & policy MAIN RISKS AND UNCERTAINTIES The Group operates in a highly competitive environment. Its specialized know-how as well as its increased investments in human resources and infrastructure development help the Group become more competitive in order to address the emerging conditions. New activities in Greece and abroad will be a significant growth leverage for the Group. Α) FINANCIAL RISK FACTORS The Group is exposed to financial risks such as changes in exchange rate, interest rate, credit risk, liquidity risk and fair value risk due to changes in interest rates. The Group's overall risk management plan focuses on making timely provisions for financial market trends and seeks to minimize their potentially adverse impact on the Group's financial performance. The central cash management service is responsible for the risk management, This service identifies and assesses financial risks in conjunction with the services addressing these risks. Prior to the relevant transactions, approval is obtained from the executives who have the right to commit the Group to its counterparties. FOREIGN EXCHANGE RISK Foreign exchange risk is the risk of fluctuations in the value of financial instruments, assets and liabilities due to changes in exchange rates. The Group operates internationally and is therefore exposed to foreign exchange risk arising mainly from the change in the exchange rate between USD, RON and Euro, due to the group 's activity in the Romanian market and in the shipping segment. This risk arises mainly from shipping operations and trading transactions and liabilities in RON. RON related risk is considered limited as the specific project has been almost completed and transactions until its completion are not expected to affect the size of the Group due to fluctuations in the exchange rate between USD / RON and Euro. CREDIT RISK The Group is not exposed to concentrations of credit risk, with the exception of the construction segment where in recent years, due to adverse economic conditions in Greece, delays in collection from Public Works are longer and their collection time cannot be reliably determine. In order to cover these delays and ensure the necessary liquidity in case of extension of the above delay in the collection of revenues, the Group’s profit or loss may be affected. Due to the aforementioned, the Group Management, despite assessing the credit risk exposure as limited, is in constant contact with its financial consultants, in order to continuously determine the most appropriate policy to reduce or eliminate credit risk in an environment that is constantly changing. Amounts in € THE GROUP THE COMPANY ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 148 Financial Assets 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Cash and cash equivalents 28.079.967 37.930.931 529.390 8.731.129 Trade and other receivables 27.032.493 33.400.354 6.378.774 6.423.590 Financial assets at fair value through other comprehensive income 4.770.000 0 4.770.000 0 Securities 30.284.344 30.455.710 0 0 Other long-term receivables 10.768.662 6.415.108 3.697.528 3.712.799 Total 100.935.466 108.202.104 15.375.692 18.867.518 LIQUIDITY RISK The Group manages its liquidity needs by carefully monitoring the debts, long-term financial liabilities, as well as the payments made on a daily basis. Liquidity needs are monitored on a quarterly basis. The medium-term liquidity needs for the next 6 months and the following year are determined quarterly. On 31/12/2022 the Group and the Company have a positive working capital by € 50.89 million and € 0.8 million respectively, as a result of utilization of property and repayment of the loan obligations. Given its current position, the Group has loan liabilities and a cash surplus, which allows it to plan its investments as further analyzed in Note 8.19. The Group an the Company working capital as at 31/12/2022 and 31/12/2021 is calculated as follows: THE GROUP THE COMPANY Amounts in € ' 31/12/2022 31/12/2021 31/12/2022 31/12/2021 Current assets Inventory 173.928 168.415 0 0 Trade and other receivables 1.436.579 1.661.490 695.335 645.735 Other receivables 25.595.914 31.738.864 5.683.439 5.777.856 Financial assets at fair value through profit and loss 9.141.511 12.688.068 19.206 27.542 Financial assets at fair value through other comprehensive income 4.770.000 0 4.770.000 0 Cash and cash equivalents 28.079.967 37.930.931 529.390 8.731.129 Total current assets 69.197.899 84.187.769 11.697.370 15.182.261 Suppliers and similar liabilities 2.790.721 3.032.076 472.250 386.091 Current tax obligations 109.746 13.987 0 0 Liabilities from contracts with customers 465.663 283.281 0 0 Short-term financial liabilities 3.625.730 5.105.577 521.707 857.148 Other current liabilities 11.321.150 11.490.684 9.911.818 9.176.435 Total Short-Term liabilities 18.313.009 19.925.604 10.905.776 10.419.674 Working capital 50.884.890 64.262.165 791.594 4.762.587 RISK OF CHANGES DUE TO CHANGES IN INTEREST RATES The Group's operating income and cash flows are affected by changes in interest rates. The Group has no loans at a floating interest rate as of 12/31/2022. The Group does not have significant interest bearing assets and its policy is to secure credit lines from the cooperating banks in order to satisfy smoothly the projected development and expansion of the Group. In any case and due to the limited impact of changes in interest rates on the Group's operating income and cash flows, the Group Management assesses the exposure to this risk as low. In order to minimize its interest rate risks from its exposure to a floating Libor rate, which showed a large fluctuation with increasing trends, the company decided to convert it to a fixed rate. Thus, on 30/3/2022, an amendment to the loan agreement was signed between the creditor bank Macquarie and Roma Holding LLC on converting the floating interest rate into a fixed rate. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 149 Β) OPERATIONAL RISK FACTORS Risks from changes in conditions prevailing in the construction segment Construction operations depend to a large extent on the course of the investment program in infrastructure projects implemented by the Greek state, the course of the EU financed projects and the course of development of the major road projects. Therefore, in the immediate future, the development of the financial results of the subsidiary "T.O. CONSTRUCTIONS S.A.", and consequently of the Group, is affected by the degree and the pace of implementation of the projects financed by the European Union as well as these countries’ Public Investment Programs. Future changes in the process of allocation of public or EU resources for infrastructure projects may significantly affect the operations and financial results of the Group and are not excluded. Risk of changes in fare agreement prices The Group started operating in the shipping segment in the 4th quarter of 2020. Such operations can cause the risk of adverse changes in the fare agreements, expected to be signed with the future customers. The Group constantly monitors these changes and takes appropriate actions to minimize this risk, through signing long-term lease agreements. Risks associated with the good performance of construction projects The construction projects undertaken by the Group companies include clear clauses regarding their sound and timely performance. The Company and the Group, through the subsidiary "T.O. CONSTRUCTIONS S.A.", has extensive experience and know-how in executing complex and large construction projects and until now no events or extraordinary expenses related to the execution of the projects occurred. However, the possibility of the occurrence of extraordinary expenses in the future due to unexpected events cannot be excluded, resulting in potentially adverse effects on the Group’s operations and financial results. Risks associated with the execution of projects by subcontractors. In many projects the Group's Company may need to outsource part of the project to third companies under the subcontracting regime. In these cases, the Group ensures signing agreements with the subcontractors which cover the obligation of the latter to correct any errors at their own risk, but it cannot be excluded, although it is considered unlikely, that in some cases subcontractors may fail to fulfill these obligations, with the consequence that these obligations ultimately burden the Group. Risks related to the legal status governing announcement, assignment, execution and supervision of public and private projects. The Group Company operations in the construction segment depend on the legislation governing both public works (announcement, assignment, execution and supervision) and the issues related to environment, safety, public health, labor and taxation. Actually, the Group has the size and infrastructure to effectively respond to changes in the relevant legislation, one cannot exclude that future legislative amendments may cause, even temporarily, adverse effects on the Group's financial results. Risks arising from loss /damage to persons, equipment and the environment (insurance coverage) ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 150 The Group's operations address risks that may arise from adverse events such as, among others, accidents, injuries and damage to persons (employees and / or third parties), damage to the environment, damage to equipment and property of third parties. All the aforementioned events are likely to cause delays or in the worst case to stop the project implementation. Of course, all the necessary precautionary measures are taken to avoid such negative events and at the same time the appropriate insurance policies are established. However, it cannot be neglected that the amount of the Group companies liabilities from such negative events may exceed the insurance indemnities it will receive, and – as a consequence – a part of these arising liabilities will be required to be covered by the Group companies. Usually the insurance coverage covers the cost of repairing design or construction defects. However, in some cases this coverage may not be enough to cover all the warranty requirements for which manufacturers are responsible and which is usually costly. Although the Group usually requires subcontractors to compensate it for any defects that may occur, it cannot always impose such compensation on the contracts signed. For this reason, the cost of insurance coverage and non-settlement of insurance claims can adversely affect its operating results. Risk of effects of COVID-19 pandemic The unprecedented pandemic mitigation measures implemented to curb the spread of COVID-19 in early 2020 have generated negative economic and social environment, both globally and domestically. The Group took all the necessary measures in order to protect the health of all its employees, limit the spread of the virus in all the workplaces. In particular: New procedures and guidelines for staff have been established, in particular with the aim of minimizing direct contact, while daily measurement and control of mask use is performed regarding all the employees. In the context of teleworking and where possible, employees have the opportunity and are encouraged to work remotely with the support of the relevant information systems and equipment and the use of the necessary tools and software. A procedure of participation in business meetings was implemented and the use of means such as communication with telephones, teleconferences and e-mail was promoted and the employees are obligated to be equipped on a daily basis with means of protection (protective masks) as well as disinfectants. The risk is generally assessed as significant and real, due to the general uncertainty, prevailing in the existing economic environment. Following the disposal of PORTO CARRAS, the Group has now disengaged from both the hotel and the casino operations, and therefore, the impact of the pandemic has been minimized, however, as mentioned above, it significantly affected the final consideration of this transaction. The Company Management closely monitors the developments on a daily basis, evaluates and takes all the measures deemed necessary to limit the impact, protect the employees and maintain the business activities of the Company and the Group at satisfactory levels in order to be affected as little as possible the Group’s and the Company’s financial position, financial performance and results. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 151 8.39. Fair value measurement Financial assets and financial liabilities measured at fair value in the Statement of Financial Position of the Group and the Company are classified under the following 3 level hierarchy in order to determine and disclose the fair value of financial instruments by specific valuation technique: • Level 1: Investments that are valued at fair value based on quoted (unadjusted) prices in active markets for the same assets or liabilities. • Level 2: Investments that are valued at fair value, using valuation techniques for which all inputs that significantly affect the fair value, are based (either directly or indirectly) on observable market data. • Level 3: Investments that are valued at fair value, using valuation techniques, in which the data that significantly affects the fair value, is not based on observable market data. This level includes investments where the determination of the fair value is based on unobservable market data (five years business plan), using however additional observable market data (Beta, Net Debt / Enterprise Value of identical firms in the specific segment such as those included in calculating the WACC). Fair value determination is analytically presented in §8.1, §8.4 and §8.5. The financial assets classification is presented as follows: Amounts in € THE GROUP 31/12/2022 Financial Assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Investments in associates 0 0 3.200 3.200 Equity Instruments 0 0 30.284.344 30.284.344 Financial assets at fair value through other comprehensive income 0 0 4.770.000 4.770.000 Financial assets at Fair Value through Profit and Loss 19.206 9.122.305 0 9.141.511 Net Fair Value 19.206 9.122.305 35.057.544 44.199.055 Amounts in € THE COMPANY 31/12/2022 Financial Assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Investments in subsidiaries 0 0 173.173.904 173.173.904 Investments in associates 0 0 2.400 2.400 Financial assets at fair value through other comprehensive income 0 0 4.770.000 4.770.000 Financial assets at Fair Value through Profit and Loss 19.206 0 0 19.206 Net Fair Value 19.206 0 177.946.304 177.965.510 Amounts in € THE GROUP 31/12/2022 Non-financial assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Owner-occupied Fixed Assets at fair value 0 0 100.038.419 100.038.419 Investment property 0 0 16.421.379 16.421.379 Net Fair Value 0 0 116.459.798 116.459.798 Amounts in € THE COMPANY 31/12/2022 Non-financial assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Owner-occupied Fixed Assets at fair value 0 0 11.707.139 11.707.139 Investment property 0 0 15.636.379 15.636.379 Net Fair Value 0 0 27.343.518 27.343.518 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 152 8.40. Availability of financial statements The Annual Financial Statements of the Group and the Company, the Independent Auditor’s Report and the Management Report of the Board of Directors to the Annual Regular General Meeting for FY 2021 have been posted on the Company's website (www.techol.gr). The Annual Financial Statements, the Independent Auditor’s Report and the Management Reports of the Boards of Directors of the companies included in the Consolidated Financial Statements of the Company, are posted on the Company's website (www.techol.gr). 8.41. Post Financial Position date events 1) Following acquisition of receivables from loans on 1/12/2022, on 10/2/2023, TECHNICAL OLYMPIC SA signed for the purpose of acquiring horizontal property from the company "HILTOP HELLAS TECHNICAL COMPANY" (hereinafter the Seller). The horizontal property is located in Psychiko, covering the area of five hundred and twenty and 0.38 square meters (520.38) with a co-ownership percentage of indivisible twelve and 0.50 centimeters (12.50/100) on the entire plot of area of two thousand nine hundred square meters thirty-three (2,933.00). The consideration of the above transaction amounted to one million five hundred thousand Euro (€1,500,000.00). From the above price: (a) an amount of one million two hundred seventy-five thousand Euro (€ 1,275,000.00) was paid as follows: (i) an amount of one million two hundred and twenty-five thousand Euro (€ 1,225,000.00) was offset by the Buyer with a monetary receivable it held against the Seller, arising from a Credit Agreement through an open (current) account, to amortize their mutual receivables by offsetting, according to article 440 of the Civil Code. (ii) an amount of fifty thousand Euro (€50,000.00) was paid in cash upon signing the contract, (b) the remaining consideration, that of two hundred twenty-five thousand Euro (€225,000.00), will be paid until June thirty (30) of two thousand and twenty-three (2023). 2) TECHNICAL OLYMPIC SA Cyprus-based subsidiary "T.O. SHIPPING LTD" (100% subsidiary of T.O. INTERNATIONAL HOLDING LTD), collected from its subsidiaries the total amount of 1,049,000 USD (879 k T Shipping LTD & 170 k Roma Holding LLC) which concerns dividend distribution for Q4 of 2022, from the exploitation of the vessels, as approved by the respective Boards of Directors on 28/02/2023. 3) TECHNICAL OLYMPIC SA Cyprus-based sub-subsidiary "PFC PREMIER FINANCE CORPORATION LTD" (100% subsidiary of the company T.O INTERNATIONAL HOLDING LTD), following the decision of the General Meeting as of 23/3/2023, decided to increase its share capital from € 501,000 to € 1,001.000 consisting of 1,001,000 common shares, €1 each. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 153 Apart from the aforementioned, there are no post financial statements date concerning the Company, which should me reported under the International Financial Reporting Standards. Alimos, 13 April 2023 THE BoD CHAIRMAN KONSTANTINOS A. STENGOS ID Num. ΑΒ 342754 THE CHIEF EXECUTIVE OFFICER GEORGIOS K. STENGOS ID Num. ΑΖ 592390 THE CHIEF FINANCIAL OFFICER CHRISTOS C. SPINGOS ID Num. ΑΜ 207921 HEAD OF ACCOUNTING PANAGIOTA K. LEFAKI ID Num. ΑΒ 632444 1 st CLASS LICENSE 72204

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