Technical Olympic S.A.

Annual Report (ESEF) • Apr 30, 2024

TECHNICAL OLYMPIC SA - 213800UFJ4FKKNS7HY05 - 2024 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:RevaluationSurplusMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:OtherReservesMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:TreasurySharesMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 ifrs-full:NoncontrollingInterestsMember 213800UFJ4FKKNS7HY05 2022-01-01 2022-12-31 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:IssuedCapitalMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:SharePremiumMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:RevaluationSurplusMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:OtherReservesMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:TreasurySharesMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:RetainedEarningsMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800UFJ4FKKNS7HY05 2021-12-31 ifrs-full:NoncontrollingInterestsMember 213800UFJ4FKKNS7HY05 2021-12-31 213800UFJ4FKKNS7HY05 2022-12-31 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:NoncontrollingInterestsMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:RetainedEarningsMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:TreasurySharesMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:OtherReservesMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:RevaluationSurplusMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:SharePremiumMember 213800UFJ4FKKNS7HY05 2022-12-31 ifrs-full:IssuedCapitalMember 213800UFJ4FKKNS7HY05 2022-01-01 213800UFJ4FKKNS7HY05 2021-01-01 213800UFJ4FKKNS7HY05 2023-12-31 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:RevaluationSurplusMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:OtherReservesMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:TreasurySharesMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800UFJ4FKKNS7HY05 2023-01-01 2023-12-31 ifrs-full:NoncontrollingInterestsMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:NoncontrollingInterestsMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:EquityAttributableToOwnersOfParentMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:RetainedEarningsMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:TreasurySharesMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:ReserveOfGainsAndLossesFromInvestmentsInEquityInstrumentsMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:OtherReservesMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:RevaluationSurplusMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:SharePremiumMember 213800UFJ4FKKNS7HY05 2023-12-31 ifrs-full:IssuedCapitalMemberiso4217:EUR iso4217:EURxbrli:shares “TECHNICAL OLYMPIC” GROUP OF COMPANIES ANNUAL FINANCIAL REPORT For the period ended as at December 31, 2023 Under Article 4, Law 3556/2007 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 1 TABLE OF CONTENT Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS ............................................................................... 3 Β. ANNUAL BOARD OF DIRECTORS’ MANAGEMENT REPORT .................................................................................................... 4 C. Independent Auditor's Report ............................................................................................................................................... 74 1. SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................................... 80 2. SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............................................................. 81 3. SEPARATE AND CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ...................................................................... 83 4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ............................................................................................... 86 5. SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................................. 87 6. Accounting Policies ...................................................................................................................................................... 99 7. Reporting Segments .................................................................................................................................................. 123 7.1. Reporting Segments .................................................................................................................................................. 123 7.1.1. Primary reporting segment – Business segments ..................................................................................................... 123 7.1.2. Secondary reporting segment – Geographical segments .......................................................................................... 126 7.1.3. Seasonality ................................................................................................................................................................ 126 7.1.4. Revenue analysis ....................................................................................................................................................... 126 8. Notes to Financial Statements ................................................................................................................................... 127 8.1. Self-used property, plant and equipment .................................................................................................................. 127 8.2. Right-of-use assets .................................................................................................................................................... 129 8.3. Intangible Assets ....................................................................................................................................................... 130 8.4. Investment in Subsidiaries ........................................................................................................................................ 130 8.5. Investments in Associates ......................................................................................................................................... 131 8.6. Equity Instruments .................................................................................................................................................... 132 8.7. Investment property .................................................................................................................................................. 132 8.8. Other long-term receivables ...................................................................................................................................... 133 8.9. Inventory ................................................................................................................................................................... 134 8.10. Trade and other receivables ...................................................................................................................................... 135 8.11. Other receivables ....................................................................................................................................................... 135 8.12. Financial assets at fair value through other comprehensive income ......................................................................... 136 8.13. Financial assets at fair value through profit or loss ................................................................................................... 137 8.14. Cash and cash equivalents ......................................................................................................................................... 137 8.15. Equity ......................................................................................................................................................................... 138 8.16. Deferred tax obligation .............................................................................................................................................. 140 8.17. Employee end-of-service obligations ......................................................................................................................... 141 8.18. Grants ........................................................................................................................................................................ 141 8.19. Financial liabilities ..................................................................................................................................................... 141 8.20. Other long-term liabilities ......................................................................................................................................... 142 8.21. Suppliers and other payables ..................................................................................................................................... 142 8.22. Current tax obligations .............................................................................................................................................. 143 8.23. Liabilities from contracts with customers .................................................................................................................. 143 8.24. Other short-term liabilities ........................................................................................................................................ 143 8.25. Operating expenses ................................................................................................................................................... 143 8.26. Other income – expenses ........................................................................................................................................... 145 8.27. Financial income – expenses ..................................................................................................................................... 146 8.28. Income from dividends .............................................................................................................................................. 146 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 2 8.29. Income tax ................................................................................................................................................................. 146 8.30. Results from discontinued operations ....................................................................................................................... 147 8.31. Earnings per share ..................................................................................................................................................... 148 8.32. Number & salaries of employees ............................................................................................................................... 148 8.33. Cash flows adjustments ............................................................................................................................................. 149 8.34. Liens .......................................................................................................................................................................... 149 8.35. Related parties transactions and balances ................................................................................................................ 149 8.36. Contingent assets – liabilities – commitments .......................................................................................................... 150 8.37. Tax non-inspected years ............................................................................................................................................ 152 8.38. Risk management objectives & policy ....................................................................................................................... 153 8.39. Fair value measurement ............................................................................................................................................ 156 8.40. Availability of financial statements ............................................................................................................................ 157 8.41. Post Financial Position date events ........................................................................................................................... 158 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 3 Α. STATEMENTS 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 as follows, 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”): (a) the annual Financial Statements of the Company and the Group for the period 01/01/2023- 31/12/2023, 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, as well as the undertakings included in the consolidation as an aggregate, and (b) the accompanying Annual Report of the Board of Directors gives a true and fair view of the development, performance and position of the Company and the undertakings included in the consolidation as an aggregate, including a description of the key risks and uncertainties they face. Alimos, April 26, 2024 The designees BoD Chairman Chief Executive Officer Appointed BoD Member KONSTANTINOS A. STENGOS ID Num. ΑΒ 342754 GEORGIOS K. STENGOS ID Num. ΑΡ 529479 MARIANNA K. STENGOU ID Num. Α 00134364 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 4 Β. ANNUAL BOARD OF DIRECTORS’ MANAGEMENT REPORT The present Annual Board of Directors’ Management Report (hereinafter referred to as the "Report") pertains to the FY 2023 fiscal period (01/01/2023 - 31/12/2023). The Report has been prepared and complies with 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 (01/01/2023 - 31 /12/2023). Technical Olympic Group S.A. has been redefining its portfolio of activities in recent years. In this context, the objective is to be aligned with the changes effective under the regulatory framework applicable to small and medium-sized listed companies, i.e. the companies with an average number of headcount under 500, total assets under € 20 million, and total net sales under € 40 million. The aim is to align the Group’s strategies with sustainability objectives, improve trust among the stakeholders, and ultimately thrive in an era when responsible business practices are not just expected but sought after. This Report provides in a concise, yet comprehensive and material way, the significant separate sections according to the aforementioned legislative framework and accurately presents all the relevant legally required information necessary to extract significant information about 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 "). The Group includes the following subsidiaries and Joint Ventures, apart from TECHNICAL OLYMPIC: 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 (UNDER LIQUIDATION) ROMANIA 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. INTERNATIONAL HOLDING LTD PORTO CARRAS DEVELOPMENT SA GREECE 30,60% 30,60% - - Τ.Ο. CONSTRUCTIONS S.A. GREECE 90,25% - 90,25% Τ.Ο. INTERNATIONAL HOLDING 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 5 FULL CONSOLIDATION METHOD Country of Establishment % Participation Equivalent % DIRECT PARTICIPATION % INDIRECT PARTICIPATION INDIRECT PARTICIPATION SUBSIDIARY 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. INTERNATIONAL HOLDING LTD PFC PREMIER FINANCE CORPORATION LTD CYPRUS 100,00% - 100,00% Τ.Ο. INTERNATIONAL HOLDING LTD NOVAMORE LTD CYPRUS 100,00% 100,00% Τ.Ο. INTERNATIONAL HOLDING LTD MARINA PYTHAGOREIOU SINGLE MEMBER S.A. CREECE 100,00% - 100,00% Τ.Ο. INTERNATIONAL HOLDING LTD LUXURY LIFE SINGLE MEMBER S.A. 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 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 S2 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 also prepares consolidated financial statements, this Report is unified, with the main reference made to the corporate and consolidated financial data of the Company and its associates. 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 2023. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 6 The thematic sections of the Report and their content are presented below as follows: SECTION Α SIGNIFICANT EVENTS AND DEVELOPMENTS The global economy performed better than expected, despite adverse results recorded in China. However, prospects for global growth and trade remain generally unchanged compared to spring, suggesting that the EU economy cannot rely on strong support of the external demand. The ongoing Russia’s was against Ukraine and broader geopolitical tensions continue to pose risks and remain a source of uncertainty. Additionally, monetary tightening might not only burden the economic activity more than expected, but could also lead to a faster reduction in inflation, accelerating the restoration of real incomes. Conversely, price pressures could prove more persistent. The increasing climate risks, depicted by extreme weather conditions and unprecedented wildfires and floods taking place during the summer, also affect the prospects, as emphasized by the European Commission. Overall, weaker growth dynamics in the EU are expected to persist until 2024, and the impact of tight monetary policy is expected to continue to constrain economic activity. However, a mild recovery in growth is projected for the following year, as inflation continues to recede, the labor market remains robust, and real incomes gradually recover. In 2024, Greece will be faced with a highly challenging international environment, characterized by fiscal constraints, economic slowdown, high interest rates at the eurozone level, along with significant inflationary pressures from food prices and high uncertainty about energy prices. The State Budget Office projects stabilization of the growth rate at 2.2% for the next year, which is more pessimistic than that made by most entities and analysts, such as the Bank of Greece, which has projected a growth rate of 3% for 2024. In the short term, the fact that we are moving faster than the rest of the Eurozone is positive for our country, but on the other hand, we depend on the international environment for exports and investments. In the medium term, Greek economy is operating at a lower base (in terms of investment, labor, and income) and faces higher future challenges, especially regarding public debt and demographics. Therefore, the need to support faster changes in the productive model is more urgent. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 7 The forecast in the IOBE baseline scenario of macroeconomic projections makes positive prospects for 2023 but entails risks mainly in 2024. Specifically, as far as the risks are concerned, this scenario points out geopolitical and economic instability at regional and international levels, the possibility of a higher increase in energy prices, the tighter fiscal framework in the EU, and persistent inflation in essential commodities. Positive prospects for our country comprise, inter alia, regaining the investment grade from more international rating agencies, which strengthens the expansion of the investment base; secondly, maintaining the enhanced outward orientation of the economy, with gradual improvement in the external balance; thirdly, ongoing reforms with a medium-term horizon of 2023-2027, following the formation of a single-party government; and finally, the discussion about a new framework of fiscal rules in the EU as well as timely application of new financing instruments. We are heading into a risk-off situation, where economies are looking not only for lower costs and higher returns but are also venturing into other markets that may not have the lowest costs but allow for risk reduction. This is a new field for Europe that will generate pressures on growth rates in the medium term, regardless of what happens in a specific turmoil. These are the trends that put much more pressure on Europe than on the USΑ and Asia. Based on the current data, stagflation cannot be ruled out. At the same time, persistent inflation and keeping high central bank interest rates are expected in the near future, but inflation in Europe and Greece has a significant supply-side component, where interventions are lacking. It is not easy to see how inflation will be significantly reduced in the near future without causing a recession. The economic program implemented by the government, has six direct objectives: • Addressing the climate crisis through immediate actions to restore the damages in all the regions affected by natural disasters. • Increasing public investments leveraging funds from the NSRF and the Recovery Fund to support small, medium, and large enterprises. • Increasing healthcare subsidies by 15% in 2024 compared to 2023. • Supporting citizens' income, reflected in the new budget with increases after 14 years. • Continuing a business-friendly policy with low taxes, simple tax environment, and further reduction of insurance contributions because new investments create new jobs and better wages. • Combating tax evasion, noting that the VAT gap has been significantly reduced, and the goal is to decrease it from the previous 14% to the European average of 9%, resulting in annual additional revenue of two billion euros. In the aforementioned context, the Group's Management is called upon to implement a series of actions, which are effective in significant areas, such as: health and safety, staff training, liquidity, addressing any potential risks. Following the disposal of Porto Carras companies, operating in the tourism segment, the Group's ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 8 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, and 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/or Development, Tourism (mainly management of marinas), and Construction segments. SHIPPING According to the IOBE study, Greece continues to play a leading role in pioneering shipping, which also acts as a driving force for global trade. In terms of employment, the impact is estimated at 86.3 thousand full-time jobs, while public revenues increase by approximately € 1.9 billion directly or indirectly through the multiplier effects of shipping. Beyond its systematic positive impact, the relative contribution of shipping can be even more significant when other sectors of the Greek economy temporarily decline, as was the case during the deep debt crisis. The main challenges facing shipping, according to the United Nations Conference on Trade and Development, include: • Trade protectionism • Geopolitical tensions • Globalization patterns • Reorganization of routes • Tightening environmental regulations The aforementioned challenges constitute a situation of high uncertainty and variability in the shipping markets. In its outlook for the shipping markets, the United Nations Conference on Trade and Development specifically states the following for Containerships: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 9 Containerships freight rates are expected to remain subdued due to limited demand and significant supply increase in the years 2023 to 2025. Regarding containerships, Bimco highlights that trade volume decreased by 4.9% on an annual basis during the first half of 2023. However, a 6.1% increase in cargo volume is projected on an annual basis for the second half of the current year, while for the entire year, the increase will be mild, ranging from 0% to 1%. Conditions are more favorable for 2024, with an expected increase in trade volume between 3.5% and 4.5%. On the other hand, the supply of vessels is significantly higher over the two years, reaching 10.9% in 2023 and 2.8% in 2024. Lower sailing speeds will mitigate the increase in supply compared to fleet growth over both years. However, lower congestion at ports compared to 2022 contributes to the increase in supply in 2023. Bimco points pout that although in 2024, the demand is expected to increase faster than the supply, markets will continue to face pressure from significant excess capacity, which will continue to plague the market. Imposition of new vessels energy efficiency indices (EEXI and CII), which will monitor emissions, is expected to lead shipowners to significantly reduce average sailing speeds, resulting in a reduction in available vessels due to increased voyage durations. Based on the current estimates, low demand, arising from the recessionary climate developed in the global economy, is expected to negatively affect the charter market, particularly in the end of 2023, while the conditions are expected to significantly improve in the beginning of 2024, when gradual recovery of the global economy is about to start. The Group's shipping activity is conducted through its subsidiary T.O. SHIPPING LTD., based in Cyprus, wholly owned (100%) by T.O. INTERNATIONAL HOLDINGS LTD., a wholly owned subsidiary of the Company. It already indirectly holds a 15% stake in 6 companies, each owning one vessel, and directly holds an 85% stake in a company owning one vessel (ROMA HOLDING LLC). The latest acquisition was made in March 2021, and since then, the Company has not made any further investments due to increased costs. In 2023, the Cyprus-based subsidiary "T.O. SHIPPING LTD," wholly owned (100%) by T.O. INTERNATIONAL HOLDING LTD, received from its subsidiaries: a) an amount of $1.049 million pertaining to distribution of dividends for the fourth quarter of 2022, and b) a total amount of $3.884.5 million pertaining to distribution of dividends for the nine months of 2023 from the operation of the vessels. TOURISM The emerging and particularly significant sector of yachting has great potential and prospects for development, offering multiple benefits for the Greek economy and tourism industry. The Ministry of Tourism has set the enhancement of yachting as a strategic priority for Greek tourism, while simultaneously recognizing the significance of maritime tourism. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 10 Therefore, efforts are intensified to upgrade infrastructure and services and promote the country's comparative advantages abroad. Events such as the Olympic Yacht Show contribute to the overall efforts of the Ministry to enrich our tourism product and contribute to the progress of Greek tourism as a whole. Such initiatives internationally convey the message that Greece is a leading tourist destination of global appeal and recognition. The biggest problem facing most vessels operating in Greece today is the issue of berthing positions shortages. In 2023, both in Greece and throughout the Mediterranean, the market remained at the same high levels, reaching 7,100 charters. These results place Greece with a percentage of 26% in the first position worldwide in this sector. The good news continues, as it turns out that this is not just a sudden event, but the building up the foundations of the yachting industry - particularly concerning large luxury vessels. The corporate vessel sector contributes 1.42% of GDP to the Greek economy, and in 2023, € 30 million was allocated to the Naval Defense Fund (NΑT) and € 10 million to the Single Social Security Entity (EFKA). However, the available berthing positions in Greece cover only 41.8% of the fleet, and the remaining vessels find positions in facilities that have not been declared as tourist marines (more than 40 ports in Greece also serve leisure vessels, without offering services equivalent to marinas), or in so-called "non-administered ports" that are not recorded at all. According to the research, for a mega-yacht of 40-60 meters in length, it means an expenditure of almost 100,000 euros per week, including chartering (about half), vessel supplies, crew expenses, and passenger expenses. It is a subset of the market that is growing rapidly – there are currently 8,538 mega-yachts in the world, and about 350 of them are located in Greece. It is interesting to note that Greece has one of the largest fleets of very large leisure vessels (over 40 meters in length) in the world. According to a relevant study, out of the nearly 4,795 such vessels worldwide, 407 belong to American citizens, who own the most, followed by Russians (168), and in third place, perhaps surprisingly, Greeks (107). In the tourism sector, the Group continued its activity through the company SAMOS MARINES SA, which operates the Marina in Pythagorio, Samos under the same title. The Management intends to make new investments in the marina sector in order to increase its efficiency, taking advantage of the positive segment conditions. Thus, within the framework of Development Law 4772/2021 aiming to grant state aid to upgrade tourist ports, it registered on January 31, 2024, with a total estimated cost of €10,000,000. This includes port infrastructure projects, projects in the surrounding area of the repair building, dry dock, building and electromechanical installations and systems, as well as relevant studies. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 11 LOAN MANAGEMENT During the fourth quarter of 2023, there was a decrease of € 1,720 million in the nominal value of non- performing loans managed by domestic Debt and Credit Management Companies which have been transferred to specialized financial institutions abroad. According to the Bank of Greece data, the nominal value of non-performing loans under management decreased to € 69,466 million at the end of the fourth quarter of 2023, from € 71,186 million at the end of the previous quarter. The central bank has prepared a Code of Ethics for the relationships between debt management companies and borrowers. The funds and servicers, the debt management companies, were a necessity that emerged to reduce the non- performing loans of the Banks, so they could start lending to the economy again. The Banks achieved this with the help of the state, which recapitalized them with € 50 billion from the HFSF, i.e. part of the € 280 billion in loans went to recapitalize the Banks. € 50 billion went to recapitalization, approximately € 18 billion went to cover the gap left by the Banks that were absorbed by others, and the State has also provided € 18 billion in guarantees for the "Hercules" scheme. Banks were affected by the fiscal crisis through the bonds they held, and mainly by generating crises-bound non-performing loans due to unemployment and business bankruptcies. To facilitate banks to be freed from non-performing loans, loan sales were chosen and mainly loan securitizations. To accomplish the goals mentioned above, similar to the actions taken in Spain and Ireland, and currently underway in Italy, there exist specialized funds globally dedicated to this task, contributing to the solution. Regarding the EU directive, Greece will transpose measures into its national law, following the proposals of the European Commission as part of a comprehensive strategy to address the issue of non-performing loans, to support the development of secondary markets for NPLs in the Union in a way that ensures that the sale of such loans does not undermine the rights of borrowers. It should be noted that servicers have overall regulated loans totaling over € 35 billion, which correspond to more than 700,000 borrowers. On 28/1/2021, the Group established the company PFC PREMIER FINANCE CORPORATION LTD, domiciled in Cyprus, which operates through participation acquired in early 2022 in an already licensed company in Greece in the market of non-performing loans. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 12 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 had no effect on the financial sizes of the closing year. Through this acquisition, the company acquired 2 of 5 positions in the Board of Directors of the company "Mount Street Hellas Holdco Limited". The Cyprus domiciled subsidiary of "TECHNICAL OLYMPIC S.A.", operating under the title "PFC PREMIER FINANCE CORPORATION LTD" (a 100% subsidiary of T.O INTERNATIONAL HOLDING LTD), decided, by resolution of the General Meeting held on 23/3/2023, to increase its share capital from € 501,000 to € 1,001,000, consisting of 1,001,000 common shares, € 1 each. The Cyprus domiciled subsidiary of “TECHNICAL OLYMPIC S.A.”, operating under the title "PFC PREMIER FINANCE CORPORATION LTD" (a 100% subsidiary of T.O INTERNATIONAL HOLDING LTD), signed an agreement on 14/6/2023 to acquire the remaining 50% of the Irish company "MOUNT STREET HELLAS HOLDCO LIMITED" from the Irish company "MOUNT STREET HELLAS INVESTMENTS LIMITED." The acquisition consideration amounts to € 15,000. The entire acquisition was subject to the approval of the competent supervisory authorities, the Bank of Greece, which approved, on 8/2/2024, the acquisition by the Cyprus-based subsidiary "PFC PREMIER FINANCE CORPORATION LTD" of the remaining 50% of the Irish company "MOUNT STREET HELLAS HOLDCO LIMITED." The purchase of the shares was completed on 15/02/2024. 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 13 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. Following the acquisition of receivables from loans as of 1/12/2022, "TECHNICAL OLYMPIC S.A." on 10/2/2023 signed a contract for the purchase of horizontal property from the company under the title "CHILTOP HELLAS TECHNICAL S.A." (hereinafter referred to as the Seller). The horizontal property is located in Psychiko and has an area of five hundred twenty and 0.38 square meters (520.38 sqm) with a co-ownership percentage of twelve and 0.50 centimeters (12.50/100) on the total surface area of two thousand nine hundred thirty-three square meters (2,933.00 sqm). The consideration for the above transaction stood at one million five hundred thousand euro (€ 1,500,000.00). From the above consideration: (a) one million two hundred seventy-five thousand euro (€ 1,275,000.00) were paid as follows: (i) the amount of one million two hundred twenty-five thousand euro (€ 1,225,000.00) was offset by the Purchaser with a monetary receivable from the Vendor, arising from a credit agreement through an open (mutual) account, in order for their mutual claims to be set off by compensation, pursuant to Article 440 et seq. of the Civil Code. (ii) the amount of fifty thousand euro (€ 50,000.00) was paid in cash upon signing the contract, (b) the remaining consideration of two hundred twenty-five thousand euro (€ 225,000.00), was paid by the thirtieth (30th) of June of the year two thousand twenty-three (2023). REAL ESTATE MANAGEMENT The real estate market in Athens has been a unique investment point in the recent years, where while most markets were at their most expensive phase, Greece was at its cheapest. However, in the current period, the market is at a crossroads, influenced by conflicting forces. According to industry analysts, if the economies of the USA and Europe are faced with significant recession, then Greece and Athens will be adversely affected, perhaps significantly, and at a delay, although the trajectory may be relatively better compared to the other markets. However, if instead of a recession, the major Western economies experience a general slowdown, then it is quite likely that the Athenian real estate market will overcome this weakness at relative rates and continue its successful course recorded in the recent years. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 14 In light of these circumstances, Athens continues to present opportunities for property investments, supported by political stability, favorable supply and demand dynamics in the real estate market, and economic growth. According to the IMF World Economic Outlook, Greece's economic expansion is expected to surpass that of both the Eurozone and the USA in 2023 and 2024. Conversely, the Greek real estate market is undergoing a recovery stage following the profound crisis of 2009- 2018, triggered by the decade-long economic downturn that afflicted the country. Over this period, the nation's GDP declined by a cumulative 30%, leading to disappearance of investments and new property developments. However, in the recent years, due to the robust economic growth, pending demand from the previous years, low supply across all the real estate sectors, and investment-friendly government reforms, Greece is experiencing a significant real estate recovery at a significant momentum. In 2023, the yields of high-quality Greek offices peaked at 8.75%. The performance differential compared to the other major European markets exceeded 400 basis points, yet Athens offices pricing was not enticing enough for investors, due to the extremely adverse conditions of the Greek economy. During that period, the yield spread of offices in Athens compared to the ten-year Greek bond was only 15 basis points. On 24/5/2023, TECHNICAL OLYMPIC S.A. informed the investors that the offer submitted in a tender process (Project Arrow) conducted by Grant Thornton Business Solutions S.A. on behalf of Intrum Hellas REO Solutions AE, acting as the latter's property manager and which concerned the acquisition of a portfolio of up to 186 properties (independent ownerships), was preliminarily declared as Preferred Offer. These properties are located in various geographic areas of Greece and are owned by various special purpose vehicles (SPVs) managed by Intrum Hellas REO Solutions S.A. The estimated consideration of the aforementioned transaction will amount to up to € 19,800,000. Mount Street Hellas Advisory Ltd Greek Branch acts as the Company's advisor in this transaction. The subsidiary of TECHNICAL OLYMPIC S.A., under title "Luxury Life Single-Member PC," signed a private agreement with special purpose companies (sellers), managed by "Intrum Hellas REO Solutions S.A.," for acquisition of a portfolio of up to 186 properties. The subsidiary has already paid a deposit to the selling companies amounting to four million five hundred sixty-four thousand five hundred euro (€ 4,564,500). The transaction will be implemented gradually through the drafting of contractual deeds for the transfer of the properties. On 21/7/2023, TECHNICAL OLYMPIC S.A. informed the investors that it had drawn up a non-binding memorandum of understanding (MoU) with the Cyprus domiciled company SFAX OIL LTD, representing the interests of the foreign trust titled SFAX TRUST, owned by members of the family of Mr. Pavlos Vardinogiannis. The subject of the agreement was the latter's 50% participation in the capital of the company titled "Luxury Life Single-Member PC." ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 15 The aforementioned subsidiary, under title "Luxury Life Single-Member PC," was converted into a single- member S.A. under the title "Luxury Life Single-Member S.A.," in accordance with the provisions of Law No. 4601/19 & 4548/18, on 02/10/2023. CONSTRUCTION SEGMENT The construction segment is expected to experience significant growth in the coming months, with construction companies' indicators showing strong development. The backlog of unfinished projects has already surpassed 12 billion euro. A characteristic factor is revealed by a study conducted by the IOBE, according to which projects scheduled until 2026 amount to 27 billion euro, with construction companies now openly discussing a golden era in the segment, with projects that could collectively reach 40 billion euro. Some construction companies are already operating in the domain of digital projects as part of the "Digital Transformation." In fact, some construction firms have taken a step further by placing the technology-digital projects sector at the core of their development pillars. Listed construction groups that have created a vast business portfolio covering energy, infrastructure, technical projects, PPPs, real estate, and tourism, are expected to have positive prospects and high profitability in the coming years. The group has been operating in the construction segment since 11/5/2020 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' enterprises" (MEEP) in the 6th General Class once the MEEP has reexamined the data. The Group completed all the public works undertaken in Greece. The Group is making efforts to financially terminate the project in Romania: "Restoration - Reconstruction of the section of the National Road Galicea Mare - Calafat." Procedures for the signing of Supplementary Contract No. 4, regarding the change of the contractor's title to T.O. CONSTRUCTIONS S.A. and payment of the 33rd project account, have already been completed. On 18/12/2023, the final acceptance protocol of the project in Romania was approved. A seizure order of the Panthessaliko Stadium J/V by N.B.G. was executed against the Greek State, with total interest of € 805,252.73, collected through the issuance of the relevant invoices until 5/10/2023. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 16 T.O INTERNATIONAL HOLDING LTD (a 100% subsidiary of the company TECHNICAL OLYMPIC S.A., based in Cyprus) was declared by the Permanent Holy Synod (D.I.S.) as the final contractor of the construction project using the system of counter-granting on a church-owned area of 5,483 square meters, located on Philadelpheos and Methonis streets, within the O.T. 681 area in the Kifisia region of Attica, in accordance with the provisions of Declaration No. 924/2023 of the Central Financial Service of the Church of Greece (EKYO). The project provides for the construction of 8 residences. The counter-grant percentage that "T.O INTERNATIONAL HOLDING LTD" will receive amounts to 50.14%. The Association of Legal Entities "T.O INTERNATIONAL HOLDING LTD - TARISHORE SINGLE-MEMBER IKE" (with a participation ratio of 50%-50% among its members) was declared by the D.I.S. as the final contractor of the construction project using the system of counter-granting on a church-owned property measuring 1,342 square meters, located at 6 Alekou Panagouli Street, within the O.T. 28a area in the Vouliagmeni region of Attica, in accordance with the provisions of Declaration No. 885/2023 of the EKYO. The project involves the construction of 4 residences. The counter-grant percentage that the Partnership "T.O. INTERNATIONAL HOLDING LTD - TARISHORE SINGLE-MEMBER IKE" will receive amounts to 43%. The Association of Legal Entities "T.O INTERNATIONAL HOLDING LTD - TARISHORE SOLE LLC", in which the company "T.O INTERNATIONAL HOLDING LTD" (a 100% subsidiary of the Company based in Cyprus) participates with a 50% stake, was declared by the Permanent Holy Synod (D.I.S.) of the Church of Greece as the final contractor of the construction project using the system of counter-granting on a church-owned area of 970.16 sq.m., located on Argonauton Street and Sappho Street, within Plot 81 area of Vouliagmeni, Attica, in accordance with the provisions of Declaration No. 887/2023 of the Central Financial Service of the Church of Greece (EKYO). The project entails the construction of 4 residences. The counter-granting percentage to be received by the Association of Persons "T.O. INTERNATIONAL HOLDING LTD - TARISHORE SOLE LLC" amounts to 40.60%. The implementation of each project requires signing the corresponding construction contract and a preliminary agreement for the transfer of ownership percentages on the land plots, which will take place after the issuance of building permit approval by the competent urban planning authority. ENERGY On March 4, 2024, the company TECHNICAL OLYMPIC S.A. acquired 100% of the corporate shares of the company under the title ENERESCO 1 SINGLE-MEMBER PRIVATE CAPITAL COMPANY with the distinctive title ENERESCO 1 SINGLE-MEMBER P.C. against a consideration of € 384,000. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 17 Additionally, the subsidiary of T.O. CONSTRUCTIONS S.A. on March 4, 2024, acquired 100% of the corporate shares of the company under the title ENERESCO 2 SINGLE-MEMBER PRIVATE CAPITAL COMPANY with the distinctive title ENERESCO 2 SINGLE-MEMBER P.C. against a consideration of € 256,000. Each company - ENERESCO 1 SINGLE-MEMBER P.C. and ENERESCO 2 SINGLE-MEMBER P.C. - holds one (1) mandatory cooperative share in the Energy Community under the title "SUSTAINABLE ENERGY INTERACTION ENERGY COMMUNITY LIMITED LIABILITY". The latter has received final connection offers from HEDNO and has already signed the relevant contracts for nine (9) photovoltaic stations of total capacity 8MW. The companies ENERESCO 1 SINGLE-MEMBER P.C. and ENERESCO 2 SINGLE-MEMBER P.C. intend to participate in a capital increase of the aforementioned Energy Community, so that - upon completion of their participation - they will hold stakes of fifteen percent (15%) and ten percent (10%) respectively of the total cooperative capital of the Energy Community. Following the TECHNICAL OLYMPIC Group already declared intention to be engaged in projects in the "green" energy segment, the Company received, on March 19, 2024, from the Directorate of Environment of the Decentralized Administration of Peloponnese - Western Greece - Ionian Islands, an Environmental Terms Approval Decision (A.E.P.O.) for a biogas power generation unit, with a capacity of 999kW, which it plans to develop within an approximately 30-acre privately owned area in the Industrial Area (I.A.) of Patras. The purpose of the proposed project is generating electricity from biogas combustion, which will be produced through anaerobic digestion of non-hazardous organic waste. The main products of the project will be biogas and organic fertilizer, which will be produced through composting the solid residue of the anaerobic digestion of organic material. The biogas will be burned to produce thermal and electrical energy, and the organic fertilizer will be used for secondary purposes. The Company is committed to procedures and controlled hygiene conditions, reducing unpleasant odors and environmental degradation. Generated electricity will be sold to HEDNO and will supply its network, while part of the generated thermal energy will be used for self- consumption by the unit, and the surplus heat may be utilized in the future by neighboring facilities. OTHER SIGNIFICANT DEVELOPMENTS FOR THE PERIOD Disposal of subsidiaries operating 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). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 18 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 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. 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 18/04/2024, a total amount of € 17.9 million 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 19 According to the relevant projections of SPA, the three I.As. started cooperating on 1/11/2021. The middle of March 2022 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. On 28/3/2022 based on the progress of the works, the end of April 2022 is now considered as a possible date for the issuance of the final completion statement, if there is a convergence of views and without prejudice. 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 the factors that also concerned the 2nd independent consultants appointed by the parties), Deloitte would have informed 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 both 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. Therefore, these objections will not be examined at this stage by the three I.A. Minimal and of minor financial importance objective out of the remaining objections, were unanimously accepted. On 27/07/2022, the sellers requested the buyer in writing 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, rather than answering the request, 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 inform the parties. Since the buyer did not reply till 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 the 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 was signed between the sellers of the purchasing company and the 3rd IA (KPMG). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 20 According to the provisions of the Share Purchase Agreements (SPA), the contracting companies (buyer - seller) jointly appointed KPMG Advisors Single Member S.A. as the third independent advisor. This advisor will review the completion statement submitted by the first independent advisor (IA) as of April 5, 2021, regarding the objections raised, in order to issue the final completion statement regarding the final price of the Porto Carras complex acquisition. The final completion statement will be issued within two months from the date of submission of the information by the contracting companies (buyer - seller). 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. On April 17, 2024, the Company informed the investors through a Press Release that, following a series of requests to the third-party independent advisor KPMG Advisors Single Member S.A. (hereinafter referred to as KPMG) to confirm the issuance date of the final report on the final purchase price of the Porto Carras complex, it was informed that the reporting is in the final stages and it is estimated that the report will be issued by the end of the current month. As of the date of issuance of the consolidated financial statements, the Company has not received any draft or information regarding the findings of KPMG's reporting. Termination and liquidation of the company Technical Olympic Airlines SA On 11/10/2022, an Extraordinary General Meeting of the shareholders decided on termination and liquidation of the company and 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, publish a balance sheet for the start of liquidation, which they should submit to G.E.MI., and comply with all the publicity formalities under Law 4548/2018. Moreover, the authorization concerns completing the company’s pending affairs, paying off its debts and satisfying the creditors, collecting receivables, converting corporate property into cash, paying surplus to the company’s shareholders and in general performing any act necessary by law for realization of the objective of the company’s liquidation. Its liquidation has not been completed to date. Significant events that took place and their effect on the 2023 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 21 The shares are acquired for any legal purpose. In implementation of the above decision, the company, within 2023, acquired 154.717 treasury shares amounting to € 313.700,17 with an average acquisition price of € 2,03. Thus, the company now holds 802.451 treasury shares, which correspond to 1,97 of its total shares. Auditor’s appointment The Regular General Meeting of the Company's shareholders as at 28/6/2023, decided, inter alia, to appoint 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 2023, based on the relevant proposal of the Audit Committee under Article 44, Law 4449/2017 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, 2023, as the key financial sizes were as follows: Consolidated turnover from continuing operations for the year 2023 amounted to € 16,314 million compared to € 13,971 million in the previous corresponding year 2022. The increase is due to the charter sales of the subsidiary ROMA HOLDING LLC. Respectively, corporate turnover in 2023 amounted to € 0.271 million compared to € 0.264 million in 2022. Consolidated gross results from continuing operations for the year 2023, were profitable and amounted to € 4.726 million against profit of € 3.652 million in the corresponding period 2022. Respectively, separate gross results for 2023 amounted to loss of € 0.816 million against loss of € 0.527 million of the comparative year. Consolidated EBITDA from continuing operations for the closing year 2023 were positive and amounted to profit of € 8.79 million against profit of € 6.60 million in 2022. Separate EBITDA for 2022 amounted to loss of € 2.95 million against loss of € 1.73 million in 2022. The Group’s financial cost decreased from € 1.84 million to € 1.12 million while, respectively, the corporate level financial cost increased from € 0.26 million to € 0.93 million due to its intragroup bond loans. Consolidated EBT from continuing operations for 2023 amounted to profit of € 6.19 million against profit of € 2.45 million in 2022. Respectively, separate EBT for 2023 amounted to loss of € 3,27 million against loss of € 1.97 million in the comparative year. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 22 Consolidated earnings after tax for 2023 amounted to profit of € 5.96 million against profit of € 1.30 million in the comparative year, while respectively in 2023, separate net results after tax amounted to loss of € 3.59 million compared to loss of € 2.27 million in the comparative year. The Group’s total Equity amounted to € 185.30 million compared to € 190.25 million in the previous year 2022. Respectively, the Company’s total equity amounted to € 184.97 million against € 191.34 million in the previous year 2022. The Group’s total non-current assets stood at € 144.43 million compared to € 159.64 million in the previous year 2022, mainly due to the valuation of subsidiary ROMA vessel. Respectively, the Company’s total non- current assets amounted to € 196.93 million compared to € 204.25 million in the previous year 2022. The Company’s and the Group’s income tax from continuing operations exclusively concerns deferred tax. The tax expense for the Group and the Company amounted to € 0.23 million and € 0.32 million, respectively, against tax expense of € 1.15 million and € 0.30 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). 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: Group Company PERFORMANCE RATIOS 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Net EBITDA / Equity 4,7% 3,5% -1,6% -0,7% Net results after tax / Total Revenue 36,5% 9,3% -1324,9% -758,2% Net results after tax / Equity 3,2% 0,7% -1,9% -0,9% CAPITAL GEARING RATIO 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Equity / Total liabilities 498,3% 492,9% 561,3% 777,7% DEBT RATIO 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Total liabilities / Total equity and liabilities 16,7% 16,9% 15,1% 11,4% Equity / Total equity and liabilities 83,3% 83,1% 84,9% 88,6% PROFITABILITY RATIO 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Gross Profit Margin: Gross profit (loss) / Total income 29,0% 26,1% -301,3% -199,5% ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 23 Net EBITDA / Total income 53,9% 47,2% -1090,2% -655,7% E.B.Ι.T.: EBIT / Total income 11,6% 5,2% -1215,7% -783,5% E.B.T.: EBT / Total income 37,9% 17,5% -1205,8% -747,7% E.A.T.: Earnings after tax / Total income 36,5% 9,3% -1324,9% -861,2% Net Debt: 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Net Debt: -10.161.776 -11.449.275 16.759.914 10.731.661 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 closing year stood at profit of € 8.79 million against profit of € 6.60 million in 2022. • Net Debt: The indicator deducts "Cash and Cash Equivalents" from the total Short-Term and Long-Term loan liabilities. The indicators in the above table are calculated using the financial data as identified in these financial statements. Clear methodologies for calculating EBITDA and net debt are provided. 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 business premises rentals 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 of the General Meeting of Shareholders, while the remuneration of the executives is provided to the Group based on service agreements. All transactions take place on arm’s length basis as well as the transaction type. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 24 Intracompany sales and acquisitions for the period 01/01/2023-31/12/2023 and the respective comparative period 01/01/2022-31/12/20221 are analyzed as follows: Amounts in € ' THE GROUP THE COMPANY Revenue from sales of goods and rendering services 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Subsidiaries - - 280.283 273.080 Other related parties 14.200 1.600 14.200 1.600 Total 14.200 1.600 294.483 274.680 Amounts in € ' THE GROUP THE COMPANY Acquisitions and remuneration for receiving services 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Subsidiaries - - 690.019 53.795 Members of the BoD and Key Executives 526.539 708.928 250.569 360.630 Other benefits of Members of the BoD & Key Executives 56.030 53.245 26.480 26.004 Total 582.569 762.173 967.068 440.429 Transactions with subsidiaries have been eliminated from the Group’s consolidated financial data. Among the Group’s subsidiaries there are revenues / expenses amounting to € 970 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 31/12/2023 as well as at 31/12/2022 is as follows: Amounts in € ' THE GROUP THE COMPANY Receivables 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Subsidiaries - - 4.087.869 4.179.220 Other related parties 781.218 706.308 89.305 22.454 Loans to related parties 455.000 340.910 - - Members of the BoD and Key Executives 40.661 25.079 8.406 8.317 Total 1.276.879 1.072.297 4.185.579 4.209.991 Amounts in € ' THE GROUP THE COMPANY Payables 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Subsidiaries - - 8.277.422 8.524.360 Loans payable - - 14.543.814 8.000.000 Other related parties 179.232 159.255 22.878 - Members of the BoD and Key Executives 288.316 304.542 202.701 214.507 Total 467.549 463.797 23.046.815 16.738.867 Among the Group’s subsidiaries there are receivables / liabilities amounting to € 38,741 k. No loans have been granted to members of the Board or the Group executives and their families. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 25 SECTION D PROSPECTS FOR 2024 – MAIN RISKS AND UNCERTAINTIES The Company's Management has examined and evaluated alternatives to 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 the opportunities that will allow the TECHNICAL OLYMPIC Group to increase its profitability. The parent company TECHNICAL OLYMPIC, as a holding company, will continue to monitor and coordinate all the companies of the Group, 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, through 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 reoperate in this, well-known business segment. Moreover, in the context of the Group’s long-term operations in the construction segment, it will examine undertaking projects mainly in the private and the public segment concerning waste management / recycling. Following the evaluation of the positive prospects presented in the "green" energy segement, the Group Management continues 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 the Management will not exclude evaluation of any other arising investment opportunities that will relate to other forms of renewable energy (e.g. hydroelectric). 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 2023 Page 26 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 shipping segment, in September 2020, the TECHNICAL OLYMPIC Group already started its operations and will continue operating mainly regarding containerships, without excluding in the future potential investments 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 the other companies / investors (equity partners), founded the company T. SHIPPING INC, which, together with the company under the title Blue Container LTD, 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 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 27 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 the revenue collection time cannot be reliably estimated. 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 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Cash and cash equivalents 22.910.334 28.079.967 540.020 529.390 Trade and other receivables 25.446.413 27.032.493 6.025.787 6.378.774 Financial assets measured at fair value through other comprehensive income 14.400.000 4.770.000 14.400.000 4.770.000 Securities 25.268.074 30.284.344 - - Other long-term receivables 14.393.012 10.768.661 3.846.073 3.697.528 Total 102.417.833 100.935.465 24.811.880 15.375.692 LIQUIDITY RISK Liquidity risk management includes ensuring the existence of sufficient cash and cash equivalents as well as ensuring the creditworthiness of the Group in 2023 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. 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 2024". Amounts in € ' THE GROUP ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 28 Debt as at 31/12/2023 Under 1 year 1 to 5 years Over 5 years Total Total long-term loans 974.510 6.613.410 0 7.587.921 Total short-term loans 13 0 0 13 Finance lease liabilities 399.959 2.471.874 2.288.789 5.160.622 Total 1.374.482 9.085.285 2.288.789 12.748.556 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 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 COMPANY Debt as at 31/12/2023 Under 1 year 1 to 5 years Over 5 years Total Total long-term loans 0 0 14.543.814 14.543.814 Total short-term loans 13 0 0 13 Finance lease liabilities 375.557 2.174.912 205.638 2.756.107 Total 375.570 2.174.912 14.749.452 17.299.934 Amounts in € ' THE COMPANY Debt as at 31/12/2022 Under 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 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 31/12/2023. 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. 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 plan in infrastructure projects implemented by the Greek state, the course of the EU financed projects and the course of development of the ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 29 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. It should be taken into account that 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. 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 agreed upon with the future customers. The Group continuously monitors the changes and takes the 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.", have 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 as subcontracting. 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 people, equipment and the environment (insurance coverage). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 30 The Group's operations address risks that may arise from adverse events such as, among others, accidents, injuries and damage to people (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, insurance 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. SECTION Ε NON-FINANCIAL INFORMATION. LABOR ISSUES. a) Diversity and equal opportunities policy. 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 31 LABOR RATIOS 2023 2022 Employment Rate of full-time employees staying at work 81,63% 78,43% Movement ratio (turnover) 18,37% 21,57% Education & development Man-hours of training 0 21 Total education cost € 0 € 1220 Employment assessment rate 0,00% 0,00% Human Rights Rate of women in direct employment 46,94% 42,00% Rate of women in key executive position 8,70% 9,52% Rate of young employees < 30 years in direct employment 4,08% 8,00% b) Human Rights, Training Systems and trade union freedom. The biggest investment of Technical Olympic is its human resources, which is the driving force behind its development and evolution. We respect our workers' rights and comply with the labor legislation. The Group’s priority is to ensure development and evolution of its people. The best employees are promoted through institutionalized procedures and undertake broader duties or higher positions, thus ensuring their development, meritocracy and the success of the Group. 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 stable 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 is always consistent with its principles for provision of quality products and services, respecting the people and the environment and ensures that the staff of all the Group companies enjoys the ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 32 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 development and progress of the Group. Therefore, the Group steadily invests in this domain. 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). ▪ Availability of the collective employee insurance program. Environmental issues. In order to fully cover its energy needs and rationalize its energy costs, the company installs photovoltaic systems, thus supporting the use of Renewable Energy Sources in line with its ecological consciousness by reducing its carbon footprint. At the same time, the Group's investments, through banks, are made in a portfolio that includes only sustainable portfolio investments. Construction segment The Company’s environmental policy in the construction segment includes full observance and implementation of all the approved environmental conditions that 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) 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 33 and the Company supervises the approval process conducted 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. Extraction and transportation of other aggregate materials outside the project area is prohibited. Vegetable land is collected and stored for use in restoration works. ii. The required materials (backfilling, 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 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 the 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 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. 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 strictly forbidden to dispose of 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 34 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 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 require approved environmental conditions, the Company applies almost all 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 Articles 9 and 18 of Law 4706/2020 as effective. Introduction The term "corporate governance" describes the way a company is managed and controlled. Corporate governance is constructed as a system of relations management between the Company's Management, the Board of Directors, shareholders, employees and other stakeholders, constituting the structure through which the Company's objectives are approached and set, the means of achieving these objectives are determined and the performance of the Management during the implementation procedures of the above can be monitored. In Greece, the corporate governance framework has been developed mainly through mandatory rules, such as Law 4706/2020 which, among other things, impose the participation of non-executive and independent non- executive members in the boards of directors 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 35 Corporate governance rules are not limited to Law 4706/2020. In order to incorporate EU directives and regulations, corporate governance rules are also established in specific legislation. A characteristic example is Law 4449/2017, which imposes, among other things, the operation of an audit committee. Moreover, corporate governance rules are included in the law on anonymous companies (Law 4548/2018). Finally, corporate governance rules are established in Corporate Governance Codes prepared by reputable bodies (see the Hellenic Corporate Governance Code). 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 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 . In addition to the HCGC website, the Code is available to all staff and in hard copy at the Financial Services Department 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 Deviations from this Code are listed below in 1.4. 1.2 Corporate Governance System Assessment The Company, as stated in the Annual Financial Report for the year 2022, adheres to the principles of the existing regulatory framework for corporate governance, as specified by Greek legislation and particularly the provisions of paragraph 1, Article 13 of Law 4706/2020 regarding Companies and Groups listed on the Capital Market. The organization and operation of the Company's units responsible for regulatory compliance and risk management issues are set out in the revised Organizational Chart of the Company as of June 2021 and in the Company's Internal Operating Regulations as of July 2021. The Board of Directors of the Company has recognized as a priority the continuous improvement and harmonization of internal structures, policies, and procedures with the provisions of the regulatory framework. For this purpose, it has assigned the responsibility of overseeing and evaluating the Corporate Governance System to the Audit Committee, in order to direct necessary initiatives and actions and to evaluate this system with a relevant report to the Board of Directors. In 2023, the priorities of the Audit Committee and the Board of Directors, as well as the relevant departments, included the review of the existing system and its evaluation in relation to: - Assessing the performance of the Regulatory Compliance and Risk Management services, - Establishing specifications for the selection and training of the (i) Risk Management Officer and (ii) Regulatory Compliance Officer, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 36 - Achieving suitability, independence, and participation criteria for the members of the Board of Directors and its Committees. The Audit Committee, in order to achieve the objectives set by the Company's Management in the context of adaptation and compliance with the regulatory framework for corporate governance, supported the establishment of a special Project Team in collaboration with the Regulatory Compliance Unit and with the participation of special advisors. The Project Team was responsible for the documentation of the existing policies and procedures for corporate governance and the preparation of proposals for further improvement, in line with the specific requirements of listed companies. As part of the corporate governance system assessment process, the Committee took into account the changes arising from the new EU regulatory framework for mandatory disclosure of corporate governance-related information by listed companies that are small or medium-sized enterprises, i.e. that meet the criteria of the revised Directive 2013/34/EU of the European Parliament and of the Council of June 26, 2013 on annual financial statements, consolidated financial statements, and related reports of certain types of undertakings, the amendment of Directive 2006/43/EC of the European Parliament and the Council, and the repeal of Directives 78/660/EEC and 83/349/EEC of the Council. The Company seeks compliance and harmonization with the regulatory compliance requirements of listed companies, thereby achieving both better control of risks related to regulatory compliance and adaptation and mitigation of the impacts of climate change on its activities, in line with the Group's objectives for further development. In this context, the Company's Management, taking into account the new data, is aligning its strategies with the global sustainability goals, in order to strengthen trust among stakeholders and ultimately thrive in an era where responsible business practices are not only expected but also required. The new business model for the category of small and medium-sized enterprises, that Technical Olympic S.A. is classified in, based on the consolidated results for the year 2023, namely Total assets € 222,483,356, Net turnover € 16,313,793, Total personnel 64, is analyzed below. Technical Olympic S.A., as a holding company, serves as the parent company of the Technical Olympic Group of Companies. The Group covers a wide range of operations, primarily focusing on Shipping, Debt Management, Real Estate Management, Tourism (mainly through marina management), and Construction. The shares of "Technical Olympic S.A." are listed on the Main Market of the Athens Stock Exchange, in the sector of "Consumer Products & Services." The total listed shares of the Company on the Athens Stock Exchange amount to 40,693,350 common nominal shares of nominal value €5.00 each. The Company implements performance assessment of its operations and business model, seeking to change based on priorities that highlight new opportunities to achieve positive results for shareholders, as well as stakeholders affected by its operation. In this context, the main activities for the year 2023, according to the Group's revenue, concern the shipping and tourism segments. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 37 The business model followed by the Group in recent years, especially after the financial crisis that adversely impacted all operations, primarily in the construction sector, is characterized by efforts of restructuring and redesigning activities and its portfolio in the areas of shipping, tourism, real estate, and renewable energy sources (RES), aiming to achieve the highest possible performance based on the utilization of available resources, capital, expertise, reputation, and especially human resources. The Company, having already followed the basic principles of Corporate Governance prior to the establishment of the relevant obligation under law and with the continuous assessment of new governance principles, prioritizes timely, accurate, and two-way communication with its shareholders, employees, partners, and customers. It seeks, through continuous investments in proportion to its size and capabilities, to develop its human capital and the means to address both the risks associated with regulatory compliance and those related to potential loss of corporate reputation, credibility, and trust as key factors of the Group’s competitiveness and future sustainability and resilience. The Group's Management, recognizing the deficit in sufficient appropriate knowledge, professional skills, and qualifications related to organization and management according to the requirements created for companies and groups by the new regulatory framework for corporate governance and corporate sustainability as one of the most significant risks, focuses on overall collaboration with specialized consultants and promotes education in new subjects and management areas, as well as the adoption of good practices related to corporate governance, with the aim of further strengthening the existing corporate governance system with the following elements: 1. Description of the procedure for exercising due diligence in the value chain, particularly concerning suppliers of services and products, as well as customers and users of the Company's services and products. 2. Integration of the corporate governance system with existing policies, internal operating regulations, specific new policies, and the Code of Ethics and Procurement. 3. Monitoring of the proposed implementation of the European Directive regarding mandatory disclosure of information related to corporate governance by companies and groups classified as small and medium-sized enterprises, including the company, to ensure that they follow criteria proportional to their size and classification for their compliance. 4. Systematic training and development of new skills and professional qualifications suitable for implementing the Company's new corporate governance system. The daily business conduct of the TECHNICAL OLYMPIC Group of Companies aims to realize its vision for expanding its operations and strengthening its name and presence in the domestic and global market. The long experience, excellent organization, and credibility are the foundations on which this vision is built and achieved, making the Group a leader in every segment it operates. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 38 We are convinced that organizing actions and processes, implementing compliance with regulatory frameworks, and precisely planning the future course are important factors in achieving objectives and ensuring the more effective and smooth operation of the Group. 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. 1.4 Deviations from the Corporate Governance Code and justification of such deviations. Special provisions - practices of the Code for listed companies that the Company does not apply and reasons for non-application. The Company hereby declares 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 into the aforementioned 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 deviation is permitted, on a case-by-case basis. The Company deviates or does not apply in full certain provisions of the Code relating to "Special practices for listed companies", to the extent permitted by the current legislation. These deviations are detailed below. Hellenic Corporate Governance Code Explanation / Justification of deviation from the special practices of the Greek Corporate Governance Code 1.16 The internal regulation of the Board of Directors is 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). For the positions of Chairman and Vice-Chairman, the provisions of Law 4706/2020 and Law 4548/18 are followed. Specifically, the Chairman of the Board of Directors is elected by the executive members, while the Vice-Chairman is elected by the non-executive members of the Board. The Company places particular emphasis on the role of the Chairman of the Board of Directors and its impact as an executive member, given the Company's size and the need for continuity and consistency. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 39 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 Board of Directors. The Board of Directors is composed of an appropriate balance of executive, non-executive, and independent non-executive members based on the size of the Company, ensuring that decision-making is not dominated by one individual or a small group of individuals. The independent members of the Board of Directors are elected directly by the General Meeting and meet independence criteria, thereby ensuring the interests of minority shareholders in decision- making. Furthermore, the overall protection of the interests of minority shareholders is ensured through the direct election of the Chairman of the Audit Committee by the General Meeting of shareholders, who is independent of the Board of Directors. Considering the above, along with the clear allocation of responsibilities between the Board of Directors and the executive management of the Company, the appointment of an independent non-executive Vice-Chairman or a senior independent director is not deemed necessary. 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 previous years or generally based on incorrect financial data, used for the calculation of this bonus. The remuneration policy of the Board of Directors does not provide for granting bonuses. This article is therefore not applicable. 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 conducts the legally required assessment of the suitability of its board members (by the Nomination Committee responsible for reviewing the criteria included in the suitability policy). In this context, it does not consider it necessary, at this stage, to facilitate the assessment of BoD members by an external consultant every three 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. Since all the members of the BoD are ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 40 residents of the region 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) Reporting data 2023 BoD COMPOSITION MEMBERS MEN WOMEN EXECUTIVE 2 1 NON-EXECUTIVE 1 1 INDEPENDENT 2 0 Participation of Members of the BoD in the Committees of the BoD BoD COMMITTEES COMPOSITION COMMITTEE INDEPENDENT MEMBERS (NON- EXECUTIVE) NON-EXECUTIVE MEMBERS THIRD PARTY ELECTED BY THE BoD AUDIT 2 MEN 1 MAN NOMINATIONS 2 MEN 1 MAN REMUNERATION 2 MEN 1 MAN Number of BoD Committees Meetings BoD Committee Number of Meetings held in 2023 Participation of the Committee Members (%) Audit 17 100% Nominations 3 100% Remuneration 2 100% Size and Composition of the Board of Directors -The Company has ensured diversity among the members of the Board of Directors. For senior management positions, the goal is to cover future openings/replacements with suitable candidates, taking into account market data and the Company's needs, in order to balance the representation of both genders (Article 2.2.15 of the HCGC). - Members of the Board of Directors are not restricted in the number of positions they hold on the Boards of Directors of other companies, since their availability is considered at the time of election (Articles 2.2.17 & 2.2.18 of the HCGC). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 41 -The Chairman of the Board of Directors is an executive member of the Board of Directors and is elected by the Board of Directors. For the position of Chairman, as well as that of Vice-Chairman, the provisions of Law 4706/2020 and Law 4548/18 are followed. In particular, the Chairman of the Board of Directors is elected by the executive members, while the Vice-Chairman is elected by the non-executive members. The Company places particular emphasis on the role of Mr. Stengos as Chairman of the Company and as an executive member (Article 2.2.21 of the HCGC). -Committee members are appointed for a period equal to the term of the members of the Board of Directors. Reappointment of committee members is always possible. There is no provision regarding the non-exceedance of nine (9) years in total for the participation (non-independent) of members in the remuneration and nomination committee (Articles 2.3.12 & 2.4.11 of the HCGC). -The overall remuneration of the Chairman of the Board of Directors, the Chief Executive Officer, as well as the members of the Board of Directors, both executive and non-executive, is provided for by the remuneration policy approved by the Regular General Meeting of Shareholders of the Company on 15/07/2021. They are specified by the proposals of the Remuneration Committee and the decisions of the Board of Directors, and are adequately disclosed in the financial statements, pursuant to Law 4548/2018, and in the Remuneration Report, which the Company is obliged to publish annually under the aforementioned law, discussed and voted on consultatively by the General Meeting. No "compensation package" has been agreed for any member of the Board of Directors. Operation of the Board of Directors -Currently, there is no provision for the support of the Board of Directors in the performance of its duties by a capable, specialized, and experienced corporate secretary, as the basic duties are fully served by other services of the Company (Sections 3.1.5, 3.2.1 & 3.2.2 of the HCGC). -The Board of Directors conducts a self-assessment annually. The process does not include individual evaluation of the Board members and the evaluation of committees, but only during the selection, replacement, or renewal of Board members (Sections 2.2.22, 3.3.4, 3.3.5, 3.3.8, 3.3.10, 3.3.12, 3.3.14 of the HCGC). 2. Main Characteristics of the Internal Control and Risk Management Systems in Relation to the Preparation 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 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 by law and by 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 42 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 shall ensure 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 shall be clear, enforceable and properly documented. The Company's Internal Control Unit shall assess the correct implementation of every internal control procedure and system, regardless of their accounting or non-accounting content, and shall assess the company by reviewing its 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 Audit Unit aims to provide reasonable assurance to shareholders for the achievement of the Group's goals and objectives. The Head of the Internal Audit Unit shall meet all the formal and material selection criteria provided by the legislation. The Internal Control System aims, among other things, to ensure the integrity and reliability of the data and information required for the accurate and timely determination of the Company's financial position and preparation of reliable financial statements. In relation to the process of preparing the financial statements, the Company states that the Issuer's financial reporting system uses an accounting system that is adequate for reporting to management, as well as to external users. Both the management information and the financial information to be disclosed shall include all the necessary information on an up-to-date internal control system including analyses of sales, costs/expenses, operating profit and other data and ratios. All reports to management shall 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 shall 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 fully approved by the Board of directors. Audits 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 Financial Services Department, supported by appropriate and experienced executives, is responsible for 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. The Management ensures that these executives are properly informed about the changes in the accounting and tax matters concerning the Company and the Group. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 43 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 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 in force. The Company shall proceed with the required publications, and generally take 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 the convocations of the General Meetings and their posting on the Company's website, which include a detailed description of the shareholders' rights and how to exercise them. 2.1 General Identification, assessment, measurement and management of risks: Identification and assessment of risks is an ongoing process that supports the formulation and documentation of the Company's strategic planning and annual business plan. The issues addressed vary depending on market conditions and may include, but are not limited to, developments and trends in the markets where the Company operates, or are important sources of raw materials, technological changes, macroeconomic indicators, and competitive environment. The Board of Directors shall assess on an annual basis the results of implementing the corporate strategy, the impact of major business risks on the corporate strategy and the Company's objectives, and the performance of internal control systems and corporate governance systems related to addressing risks associated with regulatory compliance. The systematic organization of internal control and risk recording and management systems is a priority for the Company's Management in order to support decision-making and exercise due diligence in the execution of the Company's action plan. The Board of Directors is responsible for identifying, assessing, and monitoring existing and potential risks that the Company may face, as well as for managing them. For this purpose, it takes into account the periodic and annual Reports of the Risk Management Unit and the observations of the Internal Audit Committee regarding ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 44 the handling of issues or incidents that could potentially have significant adverse effects on its profitability and sustainability, either immediately or over time. The Board of Directors receives quarterly reports on the financial and operational status from each business unit and operation segment. These reports and financial information are based on a standardized process and are assessed to ensure that the decisions of the Board of Directors are implemented by the executive members and staff of the Company. a) Assessment procedure. The BoD shall receive 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’ assessment 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 shall review the internal control and risk management systems of the Company on a regular basis by: • Defining the Company’s business strategy as well as business operations and sectors with medium-term and long-term estimates. A key point in this procedure is the review of business risks and opportunities and the measures taken to manage them. • 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, review 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 45 • 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) Information Technology (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: 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 (e.g. 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: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 46 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 the Internal Control System: The internal control system implemented by the Company is supervised by the Audit Committee of the Board of Directors, which shall report directly to the Board of Directors. It shall ensure continuous oversight and evaluation of its effectiveness over time, through its annual reports. The Internal Audit Unit shall develop and implement the annual internal audit and control program in accordance with the guidelines of the Internal Audit Committee. This program shall cover the services and subsidiaries of the Company. The Internal Audit Unit shall collaborate with the Risk Management Unit to verify the information related to the identification and assessment of various risks and the adequacy of the existing policies and systems for their appropriate mitigation. The adequacy of the Internal Control System shall be systematically monitored by the Audit Committee through quarterly reports received from the Head of Internal Audit. 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. Indicative examples are the existence of an organizational chart, operating regulations, as well as detailed procedures and approval limits. Furthermore, in addition to the control mechanisms implemented by every department, all the Company's operations are subject to audits by the Internal Audit Unit. Internal Operating Regulations: 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 47 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 employees who have the required technical knowledge and experience for the responsibilities assigned to them. Accounting monitoring and preparation of financial statements procedures - Establishment 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. - Management's judgments and estimates required for the preparation of the financial statements are reviewed in every financial reporting period, in relation to the recognized risks. Internal control procedures of the financial statements -Internal audit ensures the adequacy, quality, and reliability of the data and information required for the accurate and timely assessment of the Company's financial position and the preparation of reliable financial statements, as well as for the evaluation of its non-financial position, in accordance with Article 151 of Law 4548/2018. The procedure of preparing the financial statements is designed to confirm, through specific procedures, the management's assertions to third parties and external auditors regarding the individual components of the financial statements, which are as follows: For the Balance Sheet, the existence and ownership of the elements, completeness, compliance with the accounting framework for measurement and classification. For the Income Statement, the existence of the transaction, the independence of use, completeness, accuracy, and classification based on the accounting framework. Procedures for safeguarding assets -Existence of security measures for fixed assets, inventory, cash equivalents, and other assets of the Company, such as physical security of cash and warehouses, physical count and comparison of counted quantities with those in the accounting records, adequate asset security, and other measures. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 48 3. Board of Directors 3.1. Composition and operation of the Board of Directors The role, responsibilities, and relevant duties of the Board of Directors (BoD) are described in the Company's Articles of Association (Articles 10-16), as well as in the Board of Directors' Operating Regulations and the Company's Internal Operating Regulations. In the context of Law 4706/2020 on Corporate Governance and in accordance with Article 3 of the aforementioned law, the Company has established a Suitability Policy of the Board Members, which defines the principles regarding the selection or replacement of members, the criteria for assessing their suitability, and the provision for diversity criteria, in accordance with the guidelines published on 18.09.2020 through a relevant circular by the Hellenic Capital Market Commission. The Commission, exercising responsibilities as provided for by the legal and regulatory framework, evaluated the existing composition of the Board of Directors, in accordance with Law 4706/20. During the assessment, the following were recorded: a) the gender representation, which is defined by law to be not less than 25% of the total number of Board members. 2 women participate in the Board of Directors, meeting the requirements of article 3 of Law 4706/2020. b) the Board of Directors shall consist of seven members, comprising three (3) executive and four (4) non- executive members, two (2) of which are independent members. For the independent non-executive members, the Committee, at its meeting on 22/12/2023, conducted a new assessment to verify compliance with the independence requirements of paragraphs 1 and 3 of Article 9 of Law 4706/20, which did not result in any findings. In this regard, at its meeting of 28/12/2023, the Board of Directors, following a recommendation of the Committee, confirmed that during the year 2023 all the members of the BoD met the individual criteria required by the Suitability Policy, namely adequacy of knowledge and skills, integrity and reputation, absence of conflicts of interest, independence of judgment, willingness to dedicate sufficient time, and that the independent non- executive members met the independence criteria as stated in paragraphs 1, 2, and 3 of Article 9 of Law 4706/2020 (1. They do not directly or indirectly hold a rate of voting rights exceeding zero point five percent (0.5%) of the share capital of the Company. 2. They are exempt from financial, business, family, or other types of dependent relationships that could influence their decisions and independent and objective judgment. In particular, they do not have a dependency relationship under the following forms: 2.1. They do not receive any significant remuneration or benefits from the Company, or from any entity associated with it, nor do they participate in any stock option scheme or any other performance-related compensation system, apart from the remuneration for their participation in the Board of Directors or its committees, nor do they participate in receiving long-term benefits within the framework of a pension scheme, including deferred benefits, for previous services to the Company. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 49 2.2. They themselves or a person closely related to them have not had or have a business relationship during the last three (3) financial years prior to their appointment, either with the Company, or with a person associated with the Company, or with a shareholder holding directly or indirectly a shareholding equal to or greater than ten percent (10%) of the share capital of the Company during the last three (3) financial years prior to their appointment, or with a person associated with such company, which relationship affects or may affect the business activity of either the Company, themselves, or a person closely related to them. Such a relationship exists especially when the person is a significant supplier or a significant customer of the Company. 2.3. They themselves or a person closely related to them: a) Have not served as members of the Board of Directors of the Company or a company associated with it for more than nine (9) consecutive financial years at the time of their appointment, b) Have not held managerial positions or maintained an employment, work, service, or commissioned relationship with the Company or a company associated with it during the last three (3) financial years prior to their appointment, c) Have no blood or marital relationship up to the second degree or are spouses or partners equated to spouses of a member of the Board of Directors or senior management or shareholder holding directly or indirectly a shareholding equal to or greater than ten percent (10%) of the share capital of the Company or a company associated with it, d) Do not represent shareholders holding directly or indirectly a voting rights equal to or greater than five percent (5%) in the general meeting of shareholders of the Company during their term, without written instructions, e) Have not performed mandatory audits on the Company or a company associated with it, either through a business or themselves or a relative up to the second degree by blood or marriage or spouse, during the last three (3) financial years prior to their appointment, f) Are not executive members in another company, where an executive member of the Company participates as a non-executive member of its Board of Directors. 3. No person closely related to them has been appointed by a specified shareholder of the Company according to the Articles of Association, as provided for in Article 79 of Law 4548/2018. 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 2023 Page 50 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 shall be 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 Operating Regulations of the Company and are as follows: • Management of the Board of Directors by setting the issues to be discussed, taking into account the Company’s issues 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 Operating Regulations of the Company and are as follows: • Management of the internal operation of the Company's offices, regulation and handling of relationships with employees, 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. • Provision of 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. • Identification and evaluation of business developments and prospects, in the context of the Company’s development and design of the future strategy. b) The General Meeting shall have 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. 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 51 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 Law 4548/2018 (on Sociétés Anonymes). 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 shall apply compulsorily to any natural person elected as a Director and may be so qualified, provided that such person does not renounce their election within five (5) days, without extension, from the holding of the relevant elections, by written declaration to be communicated to the Company by 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 Total term of office (years) Chairman Konstantinos Stengos Executive - 15/7/2021 15/7/2025 60 Chief Executive Georgios Stengos Executive - 15/7/2021 15/7/2025 21 Authorized Consultant Marianna Stengou Executive - 15/7/2021 15/7/2025 20 Vice Chairman Athanasios Klapadakis Non-Executive - 15/7/2021 15/7/2025 31 Member Marina Giotaki Non-Executive - 15/7/2021 15/7/2025 5 Member Spyridon Magliveras Non-Executive Independent 15/7/2021 15/7/2025 6 Member Dimitrios Vassilopoulos Non-Executive Independent 15/7/2021 15/7/2025 6 Loss of BoD membership 1 In the event of resignation, death or any other way of loss of membership or members of the Board of Directors, the remaining members may continue to manage and represent the Company, without replacing the missing members, provided that the number of members exceeds half of the number of members they had prior to the occurrence of the aforementioned events. In any case, there shall not be less than three (3). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 52 2. In any case, the Board of Directors may elect members to replace members who have resigned, died or otherwise lost their status. The above election by the Board of Directors shall be made by a decision of the remaining members if there are at least three of them and shall be valid for the remainder of the term of office of the member replaced. Such election shall be made public and announced by the Board of Directors at the next General Meeting, which may replace the elected members even if no relevant item is included in the agenda. The acts of the Board of Directors which have taken place between the election of the above- mentioned members and their replacement, if any, shall in any case be deemed valid. 3. In the event of resignation of one of the non-executive members, their 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. The prolonged absence of a member of the Board of Directors, without valid reason, who resides at the Company's registered office, from meetings or decisions of the Board of Directors for a period of more than six months, shall be considered as a resignation, which shall be deemed to have occurred as soon as the Board of Directors decides on it and the relevant entry is duly made in the minutes of the Board of Directors. 2. A member who is absent or prevented from attending may, on their own responsibility, delegate their representation on the Council to another member. The delegation of representation may be valid for one or more meetings of the Board of Directors. In the absence or disability of one of the non-executive members of the Board of Directors, the delegated representative must be a similarly non-executive member. The same shall apply to the independent members of the Board of Directors. Meetings of the Board of Directors 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 Vice-Chairman who shall specify the exact place, time and issues 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. A meeting of the Board of Directors may be held by videoconference. In this case, the invitation to the board members includes the necessary information for their participation in the meeting. Any member of the Board of Directors may request that the meeting be held by videoconference if they reside in a country other than that in which the meeting is being held or if there is another important reason, in particular illness or disability. 3. The Board of Directors can elect among its members by an absolute majority the Chairman and the Vice- Chairman or Vice-Chairmen, as well as among its executive members a Managing Director and one or more ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 53 General Managers. It shall not be considered incompatible, for one and the same person, to be awarded two (2) positions from the aforementioned. The Chairman, when prevented from performing their duties, shall be replaced by the Vice-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 their absence the Vice- 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 they prove that they 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 2023, 52 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 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 54 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 they had attended the meeting, but they may request that their 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 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 55 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 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 56 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 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 57 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 S.A. In 2012, a section of the construction branch of the ongoing public engineering projects of the MOCHLOS S.A. 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. entered the main market of the Athens Stock Exchange in 1994, and TECHNICAL OLYMPIC S.A. remains to this day. At the end of 1996, through its subsidiaries, the TECHNICAL OLYMPIC group expanded its operations abroad (England, Germany) and since 1998 it has been expanding into other business activities (such as wind energy, the construction and operation of self-financed tourist marinas, etc.) while establishing itself in the Balkan market (Romania) for the construction of various engineering projects. In 1999, with the acquisition of 80% of the American NEWMARK HOMES Inc., listed on the NASDAQ of New York, the group expanded its operations in America, in the field of urban real estate (Homebuilding). In the same year, he acquired the "PORTO CARRAS" complex and entered the hotel, tourim and industrial segment. In 2000 he acquired 100% of the American Company ENGLE HOMES Inc. (until then, also listed on NASDAQ), thus expanding his range of operations in the American home-building 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 until today he is the CEO of the Technical Olympic Group S.A., from ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 58 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 Technical Institute of Engineering and a 4th class License from the Experienced Constructors Registries 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 S.A. 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 License from the Experienced Constructors Registries 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 and also, as a first-class public works contractor, he executed public works of a corresponding size. From 1985 to 1992, alongside his freelance work, as a contracted executive of the central department 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 having previously served as 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, Independent, Non-Executive member, holds a degree in Economics from the National Kapodistrian University of Athens, a 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, ESHA Hellas, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 59 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 is still employed in Taxacco Sole Proprietorship Ltd. since his retirement in 2012 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 Christos Spingos 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 Accountant / Tax Consultant 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 & Merchandizing & Business Consulting b) the Technical Director of the Group, Christos Zikos , who holds a degree from the School of Mechanical Engineering of the NTUA. He has served as a supervisor in Hospital, Mechanical construction 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) Vasiliki Christopoulou , the Group's Shareholder Services and Public Information Officer, who holds a degree from the University of Macedonia, Department of Financial Applications, a Master's degree from the Paris Graduate School of Management, specializing in entrepreneurship and small business management and a certificate of eligibility (D) from the Hellenic Capital Market Commission. She has been an executive for a number of years in the management of Investment Servives Firms (AEPEY) as well as in Investment Intermediation Firms (AEED). d) the Head of the Internal Audit Unit Paraskevas Manakas who holds a degree from the Department of Economics of the National and Kapodistrian University of Athens, holder of COSO Internal Control Certificate Program, a license to practice the economic profession from the Economic Chamber of Greece and a First Class Accountant / Tax Consultant 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, considered to be independent by the Board of Directors since their election on 18/7/2018 until today, 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 five (5) years. The members of the Board of Directors, apart from their activities related to their status and their position in the Company, do 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 Co. Limited Partnership, with the object of techno-economic studies. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 60 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 16.944.645 41,64% Stengos Georgios 5.044.152 12,39% Stengou Marianna 2.295.431 5,64% 3.3. Evaluation procedure of the Board of Directors The Company implements an evaluation policy for members of the Board of Directors to ensure its effective operation and fulfillment of its role as the Company's highest administration body. The members of the Board of Directors are annually evaluated on a collective basis. The procedure is conducted in the form of self- assessment based on the 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) at 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. Once the above procedure has been 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 discusses the results of the self-assessment and determines any further actions deemed appropriate to be launched, based on which the relevant action plan is prepared. 3.4. Audit Committee The Company complies with the provisions and requirements of Law 4449/2017, as amended and effective, and has established an Audit Committee in order to support the Board of Directors in its duties regarding, among others, financial reporting, internal control and supervision of the statutory audit, whose composition was renewed at 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, an Economist, and Mr. Dimitrios Vassilopoulos, an Economist, and a third member, directly ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 61 elected by the General Meeting without being a member of the BoD, Mr. Antonis Polykandriotis, an Economist. Mr. Antonis Polykandriotis has been appointed the 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, can be extended until the day after the end of the Regular General Meeting, but not exceed 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 departing one, for the period until the end of the term of office, taking into account, if the case arises, paragraphs 1 and 2 of Article 82 of Law 4548/2018, which applies accordingly. When the member described in 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 either appoints the same member or elects another, for the period until the end of his/her term in the Audit Committee. The responsibilities and obligations of the Audit Committee comprise, among others: a) monitoring the financial reporting process and submitting recommendations or proposals to ensure its integrity, b) informing the Board of Directors about the result of the statutory audit and explaining how the statutory audit contributed to the integrity of the financial reporting and what was the role of the Audit Committee in the process, 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 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. 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 fees 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 62 the management, c) Is informed by the certified public accountant about the annual statutory audit plan of the Company's annual separate and consolidated financial statements for every fiscal year, before its implementation and assesses 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) Is notified about and audits 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) Evaluates the management of the main risks and uncertainties of the Company and supervises 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. In 2023 (01.01.20223-31.12.2023), the Audit Committee convened 17 times and all its members attended these meetings. More specifically, the Audit Committee during the period from 01.01.2023 to 31.12.2023: ▪ Was briefed by the CPA about 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 2022 and the six-month financial statements of 2023. ▪ Reviewed the financial statements of the Company (separate and consolidated), prepared in accordance with International Financial Reporting Standards (IFRS), before submitting them for approval to the ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 63 Board of Directors 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 2022 financial statements, it examined the issues arising and evaluated the audit results. ▪ Examined in the context of the audit of the financial statements for 2022 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 matters 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 2022, the Audit Committee acted on what is mentioned in point B.i of decision 1302/2017 of the Hellenic Capital Market Commission. ▪ Regarding the 2022 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 2023 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. • It proposed to the Board of Directors the selection of a company for the assignment of the Carbon Footprint Report, as well as the selection of a company for the Verification of the Carbon Footprint Report within the framework of the implementation of Climate Law No. 4936/2022. • It undertook the responsibility to evaluate the Company's corporate governance system and to support the Regulatory Compliance Department in fulfilling its mission and responsibilities regarding the development and implementation of a modern and effective system in accordance with the provisions of the new regulatory framework and the requirements for the corporate governance of companies and groups listed on the capital market. As part of this process, the Committee supported the establishment of a task force consisting of company executives with the participation of specialized consultants as external ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 64 collaborators to undertake the review of the Company's Corporate Governance Code and further evaluate its alignment with the new regulatory compliance framework for listed companies. Specifically, regarding the structure and procedures of the Internal Control System, the Audit Committee during the period from 01.01.2023 to 31.12.2023: • Approved the audit plan of the Internal Control Unit for the year 2023. • Examined and evaluated the effectiveness and efficiency of the Internal Control System procedures and made recommendations. Additionally, the Audit Committee contributed to the Company's compliance improvement procedure according to Articles 1 to 24 on corporate governance of Law No. 4706/2020, and recommended the Company's collaboration with a specialized external consultant. Regarding the evaluation of the Internal Control System (ICS) of the Group (evaluation of the operation of Internal Audit Units, Risk Management, and Regulatory Compliance) in accordance with the provisions of Article 14 par. i and par. 3 and par. 4 of Law No. 4706/2020 and decision 1/891/30.9.2020 of the Board of Directors of the Hellenic Capital Market Commission, the Audit Committee discussed the results of the assessment conducted by an independent evaluator and informed the Board of Directors accordingly. • Worked with the Internal Auditor, while discussing the findings and conclusions on the audit reports. Great emphasis was placed in 2023 on the ongoing challenges created by the Russian -Ukrainian conflict as well as the continuation of geopolitical disruptions in the corporate context. • Monitored the implementation of the annual audit plan, through the quarterly reports of the Internal Audit department. It is clarified that the Company's 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 In compliance with the provisions and requirements of Law 4706/2020, the Company has established a Remuneration Committee: 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). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 65 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. 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, independent non-executive member of the BoD, has been appointed Chairman of the Remuneration Committee. During 2023 (01.01.2023-31.12.2023) the Remuneration Committee convened twice and all its members attended these meetings. More specifically, the Remuneration Committee during the period from 01.01.2023 to 31.12.2023, recommended to the Company's Board of Directors the Remuneration Report of the members of the Board of Directors of the financial year 2022 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 In compliance with the provisions and requirements of Law 4706/2020, the Company 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 66 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. 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 2023 financial year (01.01.2023-31.12.2023) and all its members attended these meetings. More specifically, the Nomination Committee during the period from 01.01.2023 to 31.12.2023 formulated proposals to the Board of Directors regarding a) the election of the Head of Risk Management and Regulatory Compliance 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 administrative, supervisory bodies or committees of the Company As of the date hereof, there are no other administrative or supervisory bodies or committees of the Company within the framework of the Board of Directors operation. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 67 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, legal or technical matters. The Company strives to maintain its highest class contractor qualification and ensures that the members of its Board of Directors possess the necessary technical qualifications (the status of Public Works Contractor, registered with the Central Registry of Construction Companies).The Company does not exclude or discriminate people 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 per 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 actions are taken 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 consideration. vii. Assignment a certified auditor or an auditing firm for the purpose of obtaining a report from them 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 68 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 granting permission to prepare 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. 3.10 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 Regular General Meeting held on 15.07.2021. Its scope includes the members of the Board of Directors. The objective of the Policy is to determine: a) the authorities regarding 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 objective 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 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 69 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 Following the decision of the Board of Directors on 14/2/2021, the Company 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. 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) as 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 was appointed as an independent assessor (CIA /IIA) / Global 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 the audit approach incorporated into the relevant Policy included in the Company's Operating Regulations and approved by the Board of Directors. The assurance project does not deviate from the audit plan 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 bind by the provisions of the current legislation to follow a sustainable development policy under Article 151 of Law 4548/2018, as the provisions of this article (non-financial statements), within the meaning of Annex A of Law 4308/2014, concern large companies and the Company does not fall within this category, given that the average number of its employees does not exceed five hundred (500). However, recognizing the significance of integrating the principles of sustainable development into the management of ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 70 risks and opportunities considered by the Company's Management to support the overall performance of its strategy over time, the Board of Directors assigned the Regulatory Compliance Service to develop a sustainable development policy and to link it to the system, recording and assessing business risks in accordance with the provisions of the new European Directive on mandatory disclosure of information related to sustainable development and for smaller companies. The Management aims to be timely prepared to address the needs of both shareholders and other stakeholders regarding sustainable development policy and essential issues related to it, such as reducing the negative impact on factors affecting the climate change, environmental pollution and, respectively, increasing investments in actions that support the achievement of the 2030 sustainable development goals as defined at international, European and national level. 4. Remuneration of Board of Directors members The total remuneration of the members of the Company's Board of Directors is recorded in its remuneration report, 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, timely, and accurate communication with shareholders and the wider investment community. Following the announcement of interim and annual financial results, the consolidated financial statements, additional information, and other announcements are available on the Company's website www.techol.gr . The Shareholder Service Unit is responsible for preparing, informing, and posting relevant information on the Company's website, in order to keep both shareholders and potential investors informed about all matters recognized as significant for the Company, including corporate governance, management and organization of its operations, and the results from the implementation of its business strategy. SECTION G. Treasury shares. As at 31/12/2023, "TECHNICAL OLYMPIC S.A." held a) 1,601 shares arising from fractional rights and b) 800,850 shares arising from the s hare buyback program. SECTION H Information under 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 71 All shares are registered and listed on the Athens Stock Exchange. Every common share provides the right to one vote at the General Meeting excluding treasury shares, which do not provide voting rights. Every share provides all the rights and obligations defined by 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 Law and there are no restrictions on transfer in the Company’s Articles of Association. Significant direct or indirect participations within the meaning of Articles 9 to 11 of Law 3556/2007 On 31/12/2023 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 41,64% 12,39% 6,46% 5,64% Shares providing special control rights There are no Company’s shares providing special control rights. Restrictions on voting rights There are no restrictions on the right to vote in the Company's Articles of Association. The Company’s shareholder’s agreements The Company is not aware of and do the Articles of Association make provisions for 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 72 The rules recorded in the Company's Articles of Association for 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 line 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 authority 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, following a decision of the General Meeting, made with an increased quorum and majority, a program of distribution of shares can be established - 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, and its summary 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. In 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, whose nominal value may not exceed 10% of the paid-up capital. Significant agreements that are effective, amended or expire in case of a change in the control of the Company following a public offer There are no Company’s agreements, which are effective and 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 73 There are no Company’s agreements 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, April 26, 2024 The Chairman of the Board of Directors Konstantinos Stengos © 2024 Grant Thornton Greece. All rights reserved. 74 C. Independent Auditor's Report (This report has been translated from Greek original version) To the Shareholders of “TECHNICAL OLYMPIC S.A.” Report on the Audit of the Separate and Consolidated Financial Statements Opinion We have audited the accompanying separate and consolidated financial statements of “TECHNICAL OLYMPIC S.A.” (“the Company”), which comprise the separate and consolidated statement of financial position as at December 31 st , 2023, separate and consolidated income statement and statements of comprehensive income, changes in equity and cash flows for the year then ended and notes to the financial statements, including material accounting policy 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 2023, 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. To the Shareholders of “TECHNICAL OLYMPIC S.A.” 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, 2023, the separate and consolidated financial statements present at fair value: • Self-owned land and buildings amounting to The key audit procedures we performed included as follows, inter alia: ─ Evaluation of the procedures and methods for estimating the fair value of land and buildings, © 2024 Grant Thornton Greece. All rights reserved. 75 € 10,053 k, (€ 10,053 k for the Company) • Machinery and vehicles amounting to €69,007 k • Investment property amounting to € 18,590 k, (€ 17,790 k. for the Company) and • Investments in securities amounting to € 25,268 k, determined by the Management following the estimates of independent professional appraisers, while the separate financial statements include investments in subsidiaries amounting to €163,376 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. 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. 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, considering 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 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. machinery and vessels, which was carried out with the contribution of independent professional appraisers. ─ Assessment of valuation issues for the purposes of assessing assumptions and methods applied and used by the Company by executives of the audit team specialized in valuation matters. ─ We assessed independence, adequacy of professional skills and abilities of independent professional appraisers the Management relied on to estimate fair value of investment property and non-current assets as at 31.12.2023. ─ Evaluation of 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, considering the specific characteristics and condition of every real estate item. ─ Evaluation of completeness and accuracy of the data included in the studies of independent professional appraisers. ─ Evaluation of correction use and implementation of the applied methods. ─ Audit of the accounting records to verify sound recording of fair value of every asset. ─ Evaluation of mathematical accuracy of the models/calculations. ─ Confirmation of the amounts presented in the financial statements with the fair values recorded in the valuation studies of the independent professional appraisers and the Management. ─ Confirmation of 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 © 2024 Grant Thornton Greece. All rights reserved. 76 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. 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. © 2024 Grant Thornton Greece. All rights reserved. 77 • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the separate and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding financial information of entities or business activities within the Group for the purpose of expressing an opinion on the separate and consociated financial statements to be able to draw reasonable conclusions on which to base the auditor’s opinion. Our responsibility is to design, supervise and perform the audit of the Company and the Group. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters. Report on Other Legal and Regulatory Requirements 1. Board of Directors Report Taking into consideration 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 December 31st 2023. 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. 2. Additional Report to the Audit Committee Our opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report to the Company Audit Committee, prepared in compliance with Article 11, Regulation (EU) No 537/2014. 3. Provision of Non-Audit Services © 2024 Grant Thornton Greece. All rights reserved. 78 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 31st, 2023 are disclosed in Note 8.25 to the accompanying separate and consolidated financial statements. 4. 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 18 years in compliance with the Decisions of the Annual Regular General Meetings of the Company Shareholders. 5. Internal Regulation Code The Company has in effect Internal Regulation Code in conformance with the provisions of article 14 of Law 4706/2020. 6. Assurance Report on European Single Electronic Format We examined the digital records of 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, 2023, in XHTML format (213800UFJ4FKKNS7HY05-2023-12-31-el.xhtml), as well as the provided XBRL file (“213800UFJ4FKKNS7HY05 -2023- 12-31-el.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, 2023, 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. © 2024 Grant Thornton Greece. All rights reserved. 79 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. Concussion 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, 2023, in XHTML format (213800UFJ4FKKNS7HY05-2023-12- 31-el.xhtml), , as well as the provided XBRL file (213800UFJ4FKKNS7HY05-2023-12-31-el.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. Athens, April 26, 2024 The Certified Public Accountant Panagiotis Noulas Registry Number SOEL 40711 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 80 1. SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION THE GROUP THE COMPANY Amounts in EUR Note 31/12/2023 31/12/2022 31/12/2023 31/12/2022 ASSETS Non-current assets Owner-occupied tangible assets 8.1 84.168.055 100.038.419 11.898.786 11.707.139 Right-of-use assets 8.2 1.999.396 2.115.740 10.337 19.878 Intangible assets 8.3 9.245 10.535 9.245 10.535 Investments in subsidiaries 8.4 - - 163.376.732 173.173.904 Investments in associates 8.5 3.200 3.200 2.400 2.400 Securities 8.6 25.268.074 30.284.344 - - Investment property 8.7 18.590.279 16.421.379 17.790.279 15.636.379 Other long-term assets 8.8 14.393.012 10.768.661 3.846.073 3.697.528 Total 144.431.261 159.642.278 196.933.851 204.247.763 Current assets Inventories 8.9 4.952.124 173.928 - - Trade and other receivables 8.10 1.470.135 1.436.579 234.170 695.335 Other receivables 8.11 23.976.278 25.595.914 5.791.617 5.683.439 Financial assets at fair value through other comprehensive income 8.12 14.400.000 4.770.000 14.400.000 4.770.000 Financial assets at fair value through profit and loss 8.13 10.343.224 9.141.511 24.363 19.206 Cash and cash equivalents 8.14 22.910.334 28.079.967 540.020 529.390 Total 78.052.095 69.197.899 20.990.170 11.697.370 Total assets 222.483.356 228.840.178 217.924.022 215.945.133 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 41.649.419 59.203.063 5.728.595 5.413.426 Reserves from valuation of financial assets at fair value through other comprehensive income 20.891.482 17.470.822 (106.659.803) (103.829.531) Other reserves 8.15 12.535.324 12.534.453 11.382.814 11.382.814 Equity Shares 8.15 (1.407.676) (1.093.976) (1.407.676) (1.093.976) Retained earnings (364.910.035) (375.661.552) (188.782.941) (185.238.520) Foreign exchange differences 8.15 (1.390.998) (1.176.645) - - Equity attributable to the owners of the parent 172.074.720 175.983.369 184.968.192 191.341.417 Non-controlling interests 13.220.649 14.261.632 - - Total equity 185.295.369 190.245.001 184.968.192 191.341.417 Long-term liabilities Deferred tax obligations 8.16 6.780.286 3.957.575 5.458.821 2.636.068 Employee benefit obligation due to termination 8.17 46.168 36.922 39.571 32.642 Government grants related to fixed assets 8.18 822.263 853.882 - - Long-term financial liabilities 8.19 11.374.074 13.004.962 16.924.365 10.739.344 Other long-term liabilities 8.20 2.199.315 2.428.828 39.021 289.887 Total 21.222.105 20.282.169 22.461.778 13.697.941 Short-term liabilities Suppliers and similar liabilities 8.21 3.540.358 2.790.721 517.186 472.250 Current tax liabilities 8.22 29.933 109.746 - - Short-term financial liabilities 8.19 1.374.483 3.625.728 375.569 521.707 Liabilities from contracts with customers 8.23 384.472 465.663 - - Other current liabilities 8.24 10.636.638 11.321.149 9.601.296 9.911.818 Total 15.965.883 18.313.007 10.494.051 10.905.775 Total liabilities 37.187.989 38.595.176 32.955.829 24.603.716 Total equity and liabilities 222.483.356 228.840.178 217.924.022 215.945.133 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 2023 Page 81 2. SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Sale of charters 7.1.4 15.762.580 13.530.567 - - Provision of services 7.1.4 551.212 440.536 271.000 264.000 Total Sales 7.1.4 16.313.793 13.971.103 271.000 264.000 Cost of sales 8.25 (11.587.742) (10.319.234) (1.087.466) (790.680) Gross profit/(loss) 4.726.050 3.651.870 (816.466) (526.680) Administrative expenses 8.25 (3.906.016) (3.655.482) (2.267.006) (1.838.714) Distribution expenses - (17.987) - (17.987) - Other expenses 8.26 (1.692.786) (1.019.447) (1.161.930) (469.245) Other income 8.26 2.776.485 1.747.727 968.780 766.226 Operating results before tax, financial and investment results 1.885.745 724.667 (3.294.609) (2.068.413) Financial expenses 8.27 (1.120.538) (1.840.298) (932.708) (260.328) Financial income 8.27 1.118.720 1.218.740 366.567 1.596 Other financial results (294.549) (86.415) 23 (381) Income from dividends 8.28 3.180.804 4.228.168 - - Profits (losses) of valuation of financial assets through profit and loss 8.13 815.698 (1.722.102) 5.157 (8.336) Profits / (losses) from valuation of owner-occupied and investment property 8.7 602.884 376.937 587.884 361.937 Percentage of associates results - (449.200) - - Profits / (losses) before tax 6.188.764 2.450.498 (3.267.686) (1.973.925) Income tax 8.29 (230.149) (1.150.536) (322.869) (299.748) Profits / (losses) for the period after tax from continuing operations 5.958.615 1.299.962 (3.590.555) (2.273.673) Result from discontinued operations 8.30 (3.892.674) - (50.741) - Profits / (losses) for the period after tax 2.065.941 1.299.962 (3.641.296) (2.273.673) THE GROUP THE COMPANY Amounts in EUR ' Note 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Other comprehensive income / (losses) for the period Items that will not be subsequently classified in the income statements: Revaluation of the employee benefit obligation 8.17 (522) 1.433 (60) 767 Revaluation of own-used fixed assets at fair value 8.1 (9.444.457) 44.479.088 523.889 425.770 Deferred tax from revaluation of own-used fixed assets at fair value 8.16 (204.462) 163.156 (111.784) (75.329) Acquisitions of equity shares (313.700) (1.024.890) (313.700) (1.024.890) Revaluation of Securities at fair value through comprehensive income 8.4 & 8.6 (5.046.240) (170.366) (11.297.172) 31.070.642 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 82 Revaluation of financial instruments at fair value through comprehensive income 8.12 10.855.000 (7.730.000) 10.855.000 - Deferred tax on valuation of Securities and financial instruments at fair value through comprehensive inco 8.16 (2.388.100) - (2.388.100) - Total: (6.542.482) 35.718.421 (2.731.927) 30.396.960 Items that may be subsequently classified in the income statements: Exchange rate differences from conversion of financial statements of foreign operations (224.264) (1.094.534) - - Deferred tax from revaluation/depreciation of reserves from real estate valuation at current values - - 2 - Total: (224.264) (1.094.534) 2 - Other comprehensive income after tax for the period (6.766.746) 34.623.887 (2.731.925) 30.396.960 Total comprehensive income for the period: (4.700.805) 35.923.849 (6.373.221) 28.123.287 THE GROUP THE COMPANY Amounts in EUR ' 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Basic earnings/(loss) per share (€/share) from continuing operations 0,1270 0,0190 (0,0897) (0,0565) Basic earnings/(loss) per share (€/share) from discontinued operations (0,0972) - (0,0013) - EBITDA THE GROUP THE COMPANY Amounts in EUR ' 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Profit before tax 6.188.764 2.450.498 (3.267.687) (1.973.926) Plus: Financial results 296.368 707.972 566.118 259.114 Plus: Investment results (4.599.386) (2.433.803) (593.040) (353.601) Plus: Depreciation and amortization 6.903.947 5.871.833 340.046 337.279 EBITDA 8.789.692 6.596.501 (2.954.564) (1.731.134) 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 2023 Page 83 3. SEPARATE AND CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 3.1. 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 31/12/2022 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 Balance as at 1/1/2023 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 Changes in Equity 2023 Establishment of reserves - - - 871 - - - - 871 - 871 Dividends to shareholders of the parent/non-controlling interest - - - - - - - - - (249.699) (248.828) Profit / (loss) for the period - - - - - - 1.192.136 - 1.192.136 873.805 2.065.941 Readjustment to privately owned Property, Machinery and Vessels in the current year - - (7.927.089) - - - - - (7.927.089) (1.517.368) (9.444.457) Depreciation / Write off of fair value reserve - - (10.835.526) - - - 10.835.526 - - - - Reassessment of employee benefit obligation - - - - - - (522) - (522) - (522) Exchange differences for consolidation of subsidiaries / branches - - - - - - - (214.353) (214.353) (9.911) (224.264) Deferred tax from revaluation / amortization of reserves from real estate valuation at current values - - 1.208.971 - - - (1.275.623) - (66.652) (137.810) (204.462) Revaluation of securities - - - - (5.046.240) - - - (5.046.240) - (5.046.240) Revaluation of fair value of financial assets and monetary assets - - - - 10.855.000 - - - 10.855.000 - 10.855.000 Deferred tax arising from the valuation of financial assets and monetary assets at fair value through other comprehensive income - - - - (2.388.100) - - - (2.388.100) - (2.388.100) Acquisition of equity shares - - - - - (313.700) - - (313.700) - (313.700) Total Comprehensive Income for the Period - - (17.553.644) - 3.420.660 (313.700) 10.751.517 (214.353) (3.909.520) (791.284) (4.700.805) Balance as at 31/12/2023 203.466.750 261.240.454 41.649.419 12.535.324 20.891.482 (1.407.676) (364.910.035) (1.390.998) 172.074.720 13.220.648 185.295.369 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 84 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 Dividends to shareholders of the parent/non-controlling interests - - - - - - - - - (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 securities - - - - (170.366) - - - (170.366) - (170.366) Revaluation of financial instruments at fair value through comprehensive income - - - - (7.730.000) - - - (7.730.000) - (7.730.000) Acquisition of equity shares - - - - - (1.024.890) - - (1.024.890) - (1.024.890) Other readjustments - - - - - - (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 6.915.654 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 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 2023 Page 85 3.2. 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 Amounts in EUR 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) - 191.341.417 Profit / (loss) for the period - - - - - - (3.641.296) - (3.641.296) Depreciation / Write off a fair value reserve - - (96.936) - - - 96.936 - - Revaluation of employee benefit liability - - - - - - (60) - (60) Deferred tax from revaluation/depreciation of reserves from property valuation at current values - - (111.784) - - - - - (111.784) Revaluation of fair value of subsidiaries - - - (11.297.172) - - - - (11.297.172) Revaluation of fair value of financial assets and monetary assets - - - 10.855.000 - - - - 10.855.000 Acquisition of equity shares - - - - - (313.700) - - (313.701) Deferred tax on valuation of financial assets and monetary assets at fair value through other comprehensive income - - - (2.388.100) - - - - (2.388.100) Revaluation of own-used property, plant and equipment at fair value - - 523.889 - - - - - 523.889 Total Comprehensive Income for the Period - - 315.169 (2.830.272) - (313.700) (3.544.421) - (6.373.224) Balance as at 31/12/2023 203.466.750 261.240.454 5.728.595 (106.659.803) 11.382.814 (1.407.676) (188.782.941) - 184.968.193 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 Amounts in EUR 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) 163.218.131 Profit / (loss) for the period - - - - - - (2.273.673) - (2.273.673) Readjustment to own-used property in the current year - - 425.770,03 - - - - - 425.770,03 Depreciation / Write off a fair value reserve - - (83.366) - - - 83.366 - - Revaluation of employee benefit liability - - - - - - 767 - 766,72 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 recognized profit / (loss) for the year - - 267.075 31.070.642 - (1.024.890) (2.189.541) - 28.123.287 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 2023 Page 86 4. SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS THE GROUP THE COMPANY Amounts in EUR Note 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Cash flows from operating activities Profits / (losses) for the period (before tax) 6.188.764 2.450.498 (3.267.687) (1.973.925) Profit / (loss) for the period (before tax) from discontinued operations 8.30 (3.892.674) - (50.741) - Profit readjustment 8.33 (1.056.845) (343.544) 997.981 140.797 Total 1.239.245 2.106.955 (2.320.447) (1.833.128) Changes in Working capital (Increase) / decrease in inventories 8.9 (4.785.440) 4.907 - - (Increase) / decrease in trade / other receivables 8.10 (439.558) 2.930.903 (491.810) 104.541 Increase/(decrease) in liabilities (173.089) (279.916) (638.687) 592.198 Outflows for employee benefits due to retirement 8.17 (6.517) (16.240) (6.067) (16.240) Total (5.404.605) 2.639.653 (1.136.564) 680.499 Cash flows from operating activities (4.165.360) 4.746.609 (3.457.011) (1.152.629) Less: Income tax payments (79.563) (25.310) (0) (18.340) Less: Interest paid - 508 - - Net cash flows from operating activities (4.244.922) 4.721.806 (3.457.011) (1.170.969) Cash flows from investing activities Acquisition of tangible fixed assets 8.1 (476.878) (2.060.173) (27.338) (1.994.417) Disposal of tangible assets 8.1 33.871 63.341 33.871 - Share capital increase of subsidiaries 8.4 - - (1.500.000) (3.750.000) Sales of financial assets at fair value through profit or loss 8.13 2.407.661 4.846.081 - - Acquisitions of financial assets at fair value through other comprehensive income 8.12 - (9.999.000) - (4.770.000) Acquisitions of investment property 8.7 (356.017) (2.617.281) (341.017) (2.617.281) Acquisitions of financial assets at fair value through profit or loss 8.13 (2.793.676) (3.013.290) - 8.336 Collectibles from disposal of subsidiaries 8.4 732.703 148.603 - - Acquisitions of investments in associates 8.5 - (450.000) - - Dividends received 8.28 3.180.804 4.228.168 - - Loans granted 8.19 (138.344) (340.910) - - Net cash flows from investing activities 2.590.126 (9.194.462) (1.834.483) (13.123.362) Cash flows from financing activities Assumed loans 8.19 - - 5.852.178 8.000.059 Loan repayment 8.19 (2.613.541) (3.584.937) - - Interest earned 8.27 1.118.720 1.218.740 366.567 1.596 Interest paid 8.27 (868.525) (1.075.416) (242.689) (260.328) Capital payments on finance leases 8.19 (530.235) (793.847) (360.232) (623.844) Acquisition of equity shares 8.15 (313.700) (1.024.890) (313.700) (1.024.890) Dividends paid to minority interest 8.28 (249.699) (137.188) - - Net cash flows from financing activities from continuing operations (3.456.980) (5.397.538) 5.302.125 6.092.592 Net increase / (decrease) in cash and cash equivalents (5.111.777) (9.870.193) 10.630 (8.201.739) Opening period cash and cash equivalents 28.079.967 37.930.931 529.390 8.731.129 Currency translation differences in cash equivalent (57.856) 19.229 - - Closing period cash and cash equivalents 22.910.334 28.079.967 540.020 529.390 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 2023 Page 87 5. 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, it 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 it is registered in the Société Anonyme Register (S.A. Reg.) under number 6801/02/Β/86/8. The term 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 2023 Page 88 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 89 • Valuation and participation on a case-by-case basis of investment projects in the wider maritime segment. • 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, 2023 (hereinafter the Financial Statements) covering the annual period from January 1 to December 31, 2023 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, 2023. All the revised or newly issued Standards and Interpretation applicable to the Group and effective as at December 31st, 2023 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 2022, 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 property, investments in subsidiaries (separate financial statements), investments in associates and equity instruments, and Financial assets at fair value through other comprehensive income in associates and equity instruments, measured at fair value. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 90 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 exclusively 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, 2022. The Group's accounting principles are consistent with those applicable to the Annual Financial Statements of December 31, 2022. 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 01/01/2023. • Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting on or after 01/01/2023 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 91 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 and the Company have assessed and amended the disclosure of the accounting policies in accordance with the guidance of IAS 1. 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 amendments do not affect the consolidated and separate Financial Statements. 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 amendments do not affect the consolidated and separate Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023. • Amendments to IAS 12 “Income taxes”: International Tax Reform – Pillar Two Model Rules (effective immediately and for annual periods starting on or after 01/01/2023) In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 “Income Taxes”: International Tax Reform—Pillar Two Model Rules. The amendments introduced a) a temporary exception to the requirements to recognise and disclose information about deferred tax assets and liabilities ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 92 related to Pillar Two income taxes and b) targeted disclosure requirements for affected entities. Companies may apply the temporary exception immediately, but disclosure requirements are required for annual periods commencing on or after 1 January 2023. Given the above exception, the amendments do not affect the consolidated and separate financial statements. The tax legislation for the application of the Pillar Two Model Rules is expected to enter into force in Greece in 2024. The Group is in the process of assessing the impact that may arise from the adoption of the Rules. The above have been adopted by the European Union with an effective date of 01/01/2023. • 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 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, though it is not expected to have any. The above have been adopted by the European Union with effective date of 01/01/2024. • 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 93 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. The above have been adopted by the European Union with effective date of 01/01/2024. 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: • Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or after 01/01/2024) In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB issued Supplier Finance Arrangements to require an entity to provide additional disclosures about its supplier finance arrangements. The amendments require additional disclosures that complement the existing disclosures in these two standards. They require entities to provide users of financial statements with information that enable them a) to assess how supplier finance arrangements affect an entity’s liabilities and cash flows and to understand the effect of supplier finance arrangements on an entity’s exposure to liquidity risk and how the entity might be affected if the arrangements were no longer available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January 2024. The Group will examine the impact of the above on its Financial Statements. The above have not been adopted by the European Union. • Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective for annual periods starting on or after 01/01/2025) In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. The amendments introduce a definition of currency exchangeability and the process by which an entity should assess this exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot exchange rate due to a lack of exchangeability. The amendments to IAS 21 are effective for accounting ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 94 periods on or after 1 January 2025. 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. While applying the accounting policies, the Company's management uses as a basis the most complete information available to it and applies its judgement based on its knowledge of the Company and the market in which it operates. Subsequently potential changes in existing conditions are taken into account in order to apply the appropriate accounting policy. Significant accounting estimates and assumptions relating to future and other key sources of uncertainty at the date of the financial statements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: Amounts included in or affecting the financial statements and related disclosures are estimated, requiring making assumptions about values or conditions that cannot be known with certainty at the time the financial statements are prepared and therefore actual results may differ from those estimated. An accounting estimate is considered significant when it is material to the financial position and results of the Group and requires the most difficult, subjective or complex judgements of management. Estimates and judgements are based on past experience and other factors, including expectations of future events believed to be reasonable under the circumstances, and are continually reassessed using all available information. The most significant judgements and estimates used under the preparation of the financial statements are presented below as follows. 5.5.1.1. Significant estimates ▪ 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 95 ▪ Fair value measurement 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 96 ▪ Provisions for expected credit losses from trade receivables 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. ▪ 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 31/12/2023, 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. ▪ 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. 5.5.1.2. Significant judgements ▪ 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 97 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. ▪ Acquisition of a 'business' within the meaning of IFRS 3 or 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. 5.6 Group Structure As at 31/12/2023, the Group’s structure is as follows based on consolidation method: FULL CONSOLIDATION METHOD Country of Establishmen t % Participatio n Equivalent % DIRECT PARTICIPATIO N % INDIRECT PARTICIPATIO N INDIRECT PARTICIPATIO N SUBSIDIARY TECHNICAL OLYMPIC S.A. GREECE PARENT - - - EUROROM CONSTRUCTII '97 SRL (UNDER LIQUIDATION) ROMANIA 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. INTERNATIONAL HOLDING LTD PORTO CARRAS DEVELOPMENT SA GREECE 30,60% 30,60% - - Τ.Ο. CONSTRUCTIONS S.A. GREECE 90,25% - 90,25% Τ.Ο. INTERNATIONAL HOLDING LTD TECHNICAL OLYMPIC AIRWAYS S.A. (UNDER LIQUIDATION) GREECE 41,54% 41,54% - - SAMOS MARINES S.A. GREECE 99,96% 99,96% - - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 98 FULL CONSOLIDATION METHOD Country of Establishmen t % Participatio n Equivalent % DIRECT PARTICIPATIO N % INDIRECT PARTICIPATIO N INDIRECT PARTICIPATIO N SUBSIDIARY 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. INTERNATIONAL HOLDING LTD PFC PREMIER FINANCE CORPORATION LTD CYPRUS 100,00% - 100,00% Τ.Ο. INTERNATIONAL HOLDING LTD NOVAMORE LTD CYPRUS 100,00% 100,00% Τ.Ο. INTERNATIONAL HOLDING LTD MARINA PYTHAGOREIOU SINGLE MEMBER S.A. CREECE 100,00% - 100,00% Τ.Ο. INTERNATIONAL HOLDING LTD LUXURY LIFE SINGLE MEMBER S.A. 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 Changes in the Group structure in 2023 1) Cyprus domiciled second-tier subsidiary under the title "PFC PREMIER FINANCE CORPORATION LTD" (a 100% subsidiary of Τ.Ο. INTERNATIONAL HOLDING LTD), signed an agreement on 14/6/2023 on acquisition of the remaining 50% of the Irish company "MOUNT STREET HELLAS HOLDCO LIMITED" from the Irish company "MOUNT STREET HELLAS INVESTMENTS LIMITED". The acquisition consideration amounts to €15,000. The entire acquisition is subject to the approval of the competent supervisory authorities, the Bank of Greece, which on 8/2/2024 approved the acquisition of the remaining 50% of the shares of the Irish company "MOUNT STREET HELLAS HOLDCO LIMITED" by the Cyprus domiciled second-tier subsidiary of the Company under the title "PFC PREMIER FINANCE CORPORATION LTD". Acquisition of shares was completed on 15/02/2024. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 99 2) On 21/7/2023, "TECHNICAL OLYMPIC SA " informed the investors that it dad drawn up a non-binding Memorandum of Understanding (MoU) with the Cyprus domiciled company SFAX OIL LTD, belonging to the foreign trust SFAX TRUST, of Mr. Paulos Vardinoyannis family, for the purpose of the latter's 50% participation in the capital of the company "Luxury Life Single Member PPC". Specific agreements will be signed between the parties, currently at the negotiation stage. 3) On 11/12/2023, TO Holding International Ltd. established MARINA PYTHAGORIOU SINGLE PERSON S.A. (as a 100% subsidiary company) which aims to manage Marina of Pythagorio, Samos. 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 S2 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% 6. Accounting Policies The accounting principles used under the preparation of the financial statements for fiscal year 2023, 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. Α) Significant Accounting Policies 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 100 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. 6.2. Consolidation – investments 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 31/12/2023. 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 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). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 101 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. 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". 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. In accordance with IFRS 3.2(b), the cost of the group shall be allocated to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. - 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 date of purchase. - 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. 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) ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 102 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). 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 103 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 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. 6.3. Foreign currency translation The consolidated financial statements are presented in Euro, which is the functional currency and presentation currency of the parent company. The assets 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 104 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. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 105 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 years Machinery from 5 to 15 years Air means of transport from 18 to 20 years Vehicles from 7 to 9 years Other equipment from 4 to 7 years Vessels 30 years 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. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 106 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 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 107 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 recognises a right-of-use asset and a lease liability by measuring the right-of-use asset at cost, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of a low-value underlying asset. For these leases, the Group recognises rentals as operating expenses on a straight-line basis over the lease term. The cost 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 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: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 108 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 assets 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: i) less any accumulated depreciation and any accumulated impairment losses, and ii) 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: i) increasing the carrying amount to reflect interest on the lease liability, ii) reducing the carrying amount to reflect the lease payments made, and iii) 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: i) financial cost of the lease liability, and ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 109 ii) 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. 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 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 110 6.8. 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". 6.9. Financial Instruments 6.9.1. 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 financial position when and only when it is repaid - that is, when the obligation specified in the contract is fulfilled, canceled or has expired. 6.9.2. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 111 6.9.3. 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. 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 31/12/2023 and 31/12/2022, 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 112 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). 6.9.4. 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. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 113 6.9.5. 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 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. 6.9.6. 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. 6.10. 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 114 Company do not incorporate a right to receive a dividend. As at 31 December 2023, the Company held a) 1,621 shares arising from fractional rights and b) 800,850 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. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 115 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. 6.11. 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 or liability in a transaction that is not a business combination which does not affect either the accounting or the taxable profit or loss. 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. 6.12. 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 116 ▪ 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. 6.13. 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. 6.14. 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 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, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 117 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 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 118 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, ▪ 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 are 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 119 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 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. 6.15. 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); ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 120 • 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. Β) Other Accounting Policies 6.16. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 121 6.17. 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. 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. 6.18. 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. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 122 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 2023 fiscal year, the selected rate follows the tendency of iBoxx AA Corporate Overall 10+ EUR indices as at 31 December 2023, 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. 6.19. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 123 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. 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 01/01-31/12/2023 and 01/01-31/12/2022 are analyzed as follows: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 124 THE GROUP Results per segment as at 31/12/2023 CONSTRUCTION MARINE MANAGEMENT SHIPPING OTHER TOTAL Sales Total Sales 0 550.212 15.762.580 271.000 16.583.793 Sales to intragroup customers 0 0 0 -270.000 -270.000 Sales to external customers 0 550.212 15.762.580 1.000 16.313.793 Operating profit Cost of materials / stock 0 0 -313.076 0 -313.076 Employee benefits -228.119 -151.670 -968.318 -762.795 -2.110.902 Third party fees and expenses -860.569 -150.272 -303.903 -1.428.518 -2.743.261 Depreciation -1.176.286 -204.779 -5.195.845 -358.919 -6.935.830 Other operating income / (expenses) -164.767 -63.830 -1.203.063 -893.319 -2.324.979 Operating results -2.429.742 -20.339 7.778.376 -3.442.550 1.885.745 Financial cost -83.991 -166.892 -591.933 -277.723 -1.120.539 Financial ncome 153.198 0 424.599 540.923 1.118.720 Profit (loss) of valuation of financial assets through profit and loss 0 0 0 815.698 815.698 Income from dividends 0 0 3.180.804 0 3.180.804 Profit / (loss) from valuation of investment and own-used property 15.000 0 0 587.884 602.884 Other financial results -40.938 0 -243.559 -10.052 -294.549 Profit / (loss) before tax -2.386.473 -187.231 10.548.287 -1.785.820 6.188.764 Income tax 74.616 18.104 0 -322.869 -230.149 Profit / (loss) for the period after tax -2.311.857 -169.127 10.548.287 -2.108.689 5.958.615 EBITDA -1.253.456 152.821 12.974.221 -3.083.895 8.789.692 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 125 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 Financial cost -95.246 -168.208 -1.233.313 -343.531 -1.840.298 Financial 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 Earnings / (losses) from valuation of investment and own-used property 15.000 - - 361.937 376.937 Ratio of profit or loss of associates - - - -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 2023 Page 126 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 31/12/2023. As at 31/12/2023 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 -31/12/23 Sales 01/01 -31/12/22 Non-current assets 31/12/2023 Non-current assets 31/12/2022 GREECE 551.212 440.536 29.313.111 42.455.501 ROMANIA 0 0 0 1.912 CYPRUS 15.762.580 13.530.567 115.118.150 117.184.866 TOTAL 16.313.793 13.971.103 144.431.261 159.642.279 7.1.3. Seasonality The Group's revenues and results do not fluctuate significantly due to seasonality. 7.1.4. Revenue analysis The Group’s and the Company’s revenues are presented in the following table: THE GROUP THE COMPANY Amounts in EUR 01/01 – 31/12/2023 01/01 – 31/12/2022 01/01 – 31/12/2023 01/01 – 31/12/2022 Marine sales 550.212 439.536 0 0 Shipping sales 15.762.580 13.530.567 0 0 Provision of administrative services 1.000 1.000 271.000 264.000 Total 16.313.793 13.971.104 271.000 264.000 01/01 – 31/12/2023 Construction Marine sales Shipping Sales Provision of administrative services Total Greece 0 550.212 0 1.000 551.212 Third countries 0 0 15.762.580 0 15.762.580 Total: 0 550.212 15.762.580 1.000 16.313.793 01/01 – 31/12/2023 Construction Marine sales Shipping Sales Provision of administrative services Total Revenue when the performance obligation is fulfilled in the long run 0 550.212 15.762.580 1.000 16.313.793 Total: 0 550.212 15.762.580 1.000 16.313.793 01/01 – 31/12/2022 Constructio n Marine sales Shipping Sales Provision of administrativ e services Total Greece - 439.536 - 1.000 440.536 Third countries - - 13.530.567 - 13.530.56 7 Total: 0 439.53 6 13.530.56 7 1.000 13.971.10 3 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 127 01/01 – 31/12/2022 Constructio n Marine sales Shipping Sales Provision of administrativ e services Total Revenue when the performance obligation is fulfilled in the long run - 439.536 13.530.567 1.000 13.971.10 3 Total: 0 439.53 6 13.530.56 7 1.000 13.971.10 3 The Group has income from vessel charters which on 31/12/2023 amounts to € 15,763 k (€ 13,531 k in 2022) and constitute 96.6% 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 31/12/2023 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 € 524 k (2022: profit of € 426 k) and the Group's machines stood at profit of € 421 k (2022: profit of € 1,163 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 and are presented in Note 8.39 “Fair Value Measurmeent”. Β) MECHANICAL EQUIPMENT 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. Additions for the period: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 128 During the period for the Company and the Group, net investments in tangible assets amounted to € 476 k for the Group and € 27 k for the Company. The vessel of the subsidiary MSC ROMA HOLDINGS is carried at fair value, which was determined at 31/12/2023, based on the reports of independent valuers, at USD 73.625 million or € 66.494 million. Valuation of the vessel resulted in a loss of € 10.39 million, which was recorded in the equity account "Reserves from valuation of property and equipment at fair value" reversing valuation gains that had arisen in 2022. There are encumbrances on the Company's properties with a total value of € 5,926 k relating to letters of guarantee. There are encumbrances on the vessel of MSC ROMA HOLDING due to the loan which it has. During the period the Group sold machinery and transport equipment of book value of € 127 k at a loss of € 63 k. As of December 31, 2023 and December 31, 2022, the Group and the Company had no commitments for capital expenditures, except for 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 01/01/2022 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 depreciations (235.548) (9.738.599) (31.063.261) (5.310.555) (3.317.470) (770.137) - (50.435.570) Net book value as at 01/01/2022 3.095.000 9.437.433 3.536.011 811.701 37.002 42.510.202 3.221 59.430.568 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 segment 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 Additions - - - 121.901 27.657 327.319 - 476.877 Sales / write-offs - - (51.806) (28.021) - - - (79.827) Fair value adjustment (112.000) 635.889 417.787 3.474 - (10.389.608) - (9.444.458) Depreciation for the period - (330.267) (977.352) (307.620) (11.872) (5.195.845) - (6.822.956) Acquisition cost as at 31/12/2023 3.263.548 19.976.921 35.284.750 9.436.151 3.412.718 76.157.138 3.221 147.534.447 Less: Accumulated depreciation (235.548) (10.158.995) (32.698.379) (7.256.142) (3.354.146) (9.663.183) - (63.366.392) Net book value as at 31/12/2023 3.028.000 9.817.926 2.586.371 2.180.009 58.573 66.493.955 3.221 84.168.054 THE COMPANY Amounts in EUR Land Plots Buildings Machinery Transportation equipment Furniture and other equipment Vessels Fixed assets under construction Acquisition cost as at 01/01/2022 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 01/01/2022 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) - (3.361.456) 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 Additions - - - - 27.338 - 27.338 Sales / write-offs - - - (20.824) - - (20.824) Fair value adjustment (112.000) 635.889 - - - - 523.889 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 129 THE COMPANY Amounts in EUR Land Plots Buildings Machinery Transportation equipment Furniture and other equipment Vessels Fixed assets under construction Depreciation for the period - (221.999) (6.392) (100.041) (10.324) - (338.756) Acquisition cost as at 31/12/2023 3.028.000 7.332.308 64.340 2.086.161 3.084.966 3.222 15.598.996 Less: Accumulated depreciation - (307.747) (9.078) (354.034) (3.029.350) - (3.700.209) Net book value as at 31/12/2023 3.028.000 7.024.561 55.262 1.732.127 55.616 3.222 11.898.787 8.2. Right-of-use assets The Group’s and the Company’s right-of-use assets are presented below as follows: Amounts in EUR THE GROUP THE COMPANY Buildings & installations Vehicles Total Vehicles Total Balance as at 1/1/2022 2.174.560 0 2.174.560 0 0 Additions 28.106 29.419 57.525 29.419 29.419 Depreciation -106.804 -9.541 -116.346 -9.541 -9.541 Balance as at 31/12/2022 2.095.862 19.878 2.115.740 19.878 19.878 Amounts in EUR THE GROUP THE COMPANY Buildings & installations Vehicles Total Vehicles Total Balance as at 1/1/2023 2.095.862 19.878 2.115.740 19.878 19.878 Depreciation -106.803 -9.541 -116.344 -9.541 -9.541 Balance as at 31/12/2023 1.989.059 10.337 1.999.396 10.337 10.337 Lease liabilities are as follows: Amounts in EUR THE GROUP THE COMPANY Buildings & installations Vehicles Total Vehicles Total Balance as at 1/1/2022 2.402.955 0 2.402.955 0 0 Lease recognition 37.334 29.419 66.753 29.419 29.419 Financial cost 167.482 956 168.438 956 956 Lease repayments -190.610 -9.962 -200.572 -9.962 -9.962 Balance as at 31/12/2022 2.417.160 20.413 2.437.574 20.413 20.413 Long-term financial liabilities 2.404.516 10.822 2.415.337 10.822 10.822 Short-term financial liabilities 12.645 9.592 22.237 9.592 9.592 2023 Lease liabilities are as follows Amounts in EUR THE GROUP THE COMPANY Buildings & installations Vehicles Total Vehicles Total Balance as at 1/1/2023 2.417.160 20.413 2.437.574 20.413 20.413 Financial cost 166.956 593 167.549 593 593 Lease repayments -179.600 -10.185 -189.785 -10.185 -10.185 Balance as at 31/12/2023 2.404.516 10.822 2.415.338 10.822 10.822 Long-term financial liabilities 2.380.113 849 2.380.962 849 849 Short-term financial liabilities 24.403 9.973 34.376 9.973 9.973 The Group, for the period 01/01/2023 - 31/12/2023, recognized rental expenses from short-term leases amounting to € 73 k (2022: € 62 k) while there are no low value fixed asset leases. The subsidiary company Samos Marines S.A. is obliged to pay annual rentals of € 170 k until 2025 for leasing the marina it manages. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 130 8.3. Intangible Assets The intangible assets of the Group are related to software programs. The value of the intangibles stands at € 9 k for the Group and the Company on 31/12/2023 (€ 11 k in the comparative period). There are no contractual commitments to acquire intangible assets. 8.4. Investment in Subsidiaries The Company’s investment in subsidiaries are as follows: Amounts in EUR SUBSIDIARY COUNTRY Type of shareholder relationship 31-Dec-23 % Participation 31-Dec-22 Τ.Ο. HOLDINGS INTERNATIONAL LTD GREECE Direct 266.892.695 100,00% 266.892.695 EUROROM CONSTRUCTII '97 SRL ROMANIA Direct 1.819.496 100,00% 1.819.496 TOXOTIS SA GREECE Direct 10.601.722 83,45% 10.601.722 PORTO CARRAS TOURIST DEVELOPMENTS SA GREECE Direct 153.000 30,60% 153.000 TECHNICAL OLYMPIC AIR TRANSPORT SA GREECE Direct 223.292 41,54% 223.292 SAMOS MARINES SA GREECE Direct 8.729.518 99,96% 8.729.518 LUXURY LIFE IKE GREECE Direct 6.500.000 100,00% 5.000.000 Total investment costs 294.919.722 293.419.722 Valuations (131.542.990) (120.245.818) Total current value of investment 163.376.731 173.173.904 As at 31/12/2023, investment in subsidiaries is measured at fair value. This valuation resulted in a change in fair value of the subsidiaries amounting to € 11.297 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 31/12/2023 and 31/12/2022. 31/12/2023 31/12/2022 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 -112.056.244 154.836.451 266.892.695 -101.514.299 165.378.396 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 6.500.000 0 6.500.000 5.000.000 0 5.000.000 TECHNICAL OLYMPIC AIR TRANSPORT SA 223.292 -223.292 0 223.292 -223.292 0 SAMOS MARINES SA 8.729.518 -6.689.237 2.040.281 8.729.518 -5.934.010 2.795.508 Total: 294.919.722 -131.542.990 163.376.732 293.419.722 -120.245.818 173.173.904 TO investment in HOLDINGS INTERNATIONAL L.T.D.is analyzed as follows. Valuation price per subsidiary 31/12/2023 31/12/2022 Change Τ.Ο. HOLDINGS INTERNATIONAL LTD 44.197.753 43.810.132 387.621 Τ.Ο. CONSTRUCTIONS S.A. 14.503.419 16.852.884 -2.349.465 ROMA HOLDING LLC 61.519.234 65.560.335 -4.041.101 Τ.Ο. SHIPPING LTD 34.111.727 34.530.857 -419.129 PFC PREMIER FINANCE CORPORATION LTD 504.318 0 504.318 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 131 NOVAMORE LTD 0 4.624.188 -4.624.188 Total: 154.836.451 165.378.396 -10.541.945 During the period Novamore, performed a capital return to TO HOLDING International LTD of € 4,186 k and paid a dividend of € 400 k. Impairment of investments in subsidiaries 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. For all subsidiaries the valuation method is the NAV method, except for Samos, where the Management considers the discounted future cash flows to be the most appropriate method for the calculation of the value in use. The subsidiary company Samos Marines S.A. has as its basic infrastructure the marina in Pythagorio of Samos (hereinafter "Marina") and as at 31/12/2023 the investment in this company was valued at € 2,040 k (€ 2,795 k as at 31/12/2022). 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 21 years (until the date of delivering the Marina to the Greek State) at 2.8% (2.6% in 2022). • Discount Rate 9.28% (10.44% in 2022) 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 € 444 k and an increase of € 501 k respectively, without, however, any impairment loss arising in this case. 8.5. Investments in Associates As at 31/12/2023, investments in associates are analyzed as follows: THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Opening balance 3.200 2.400 2.400 2.400 Additions - 450.000 - - Result for the period - (449.200) - - Investments in associates closing balance 3.200 3.200 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 132 method. The company’s objective is managing non-performing loans. In 2023, the results of Mount Street Hellas Holdo were negative but significantly improved compared to the previous financial year. However, already in the previous period the value of this investment was zeroed out due to the losses of the Mount Street Hellas Holdco Group of Companies. Finally, acquisition of the remaining 50% of Mount Street Hellas Holdco was completed on 15/02/2024 when control of the company was acquired. 8.6. Equity Instruments Investments in equity instruments as at 31/12/2023 are analyzed as follows: THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Opening Balance 30.284.344 30.455.710 0 0 Profit / (Loss) from period valuation -5.016.270 -171.366 0 0 Closing Balance 25.268.074 30.284.344 0 0 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 6.9 (and in particular 6.9.2 & 6.9.3) to the annual separate and consolidated financial statements for the year ended 31/12/2023. In 2023, the Group received a dividend from these investments amounting to € 3,181 k (€ 4,228 k in 2022) As at 31/12/2023, investments in equity instruments were measured at fair value. This valuation resulted in a loss in the value of equity instruments amounting to € 5,016 k (€ 171 k in 2022) which affected the equity valuation reserve (Note 8.15 C). 8.7. Investment property The investment property items of the Group and the Company amount to € 18,590 k (2022: € 16,421 k) and € 17,790 k (2022: € 15,636 k) respectively and are measured annually at fair value, determined by independent appraisers. The increase is due to fair value adjustments of € 603 k and the transfer carried out from the item “Financial assets at fair value through other comprehensive income” amounting to € 1,225 k due to the exchange of part of receivables from loans for their collaterals. More specifically, on 10/02/2023, the Company signed a contract on acquisition of horizontal property from the company under the title “HILTOP HELLAS S.A.”. The property is located in Psychiko and has an area of 520.38 sq.m. In addition to the above consideration, an additional amount of € 225 k was paid to the seller, while additions of € 116 k were made. The revaluation of investment property as at 31/12/2023 resulted in a gain of € 603 k and € 588 k respectively for the Group and the Company (2022: gain of € 434 k for the Group and € 419 k for the Company), which were recorded in the income statement of the current financial year. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 133 The same methods and estimates were used for the valuation of investment property as were applied for the valuation of own-used property (land & buildings) . The change that occurred during the current and previous financial year is set out below: THE GROUP INVESTMENT PLOTS INVESTMENT BUILDINGS TOTAL INVESTMENT PROPERTY Opening Balance as at 31/12/2021 6.487.500 6.823.879 13.311.379 Impairment Gains / (Losses) recognized in the income statement -243.496 678.357 434.861 Additions 1.069.464 1.605.675 2.675.139 Opening Balance as at 31/12/2022 7.313.468 9.107.911 16.421.379 Impairment Gains / (Losses) recognized in the income statement 168.885 433.998 602.884 Transfers - 1.225.000 1.225.000 Additions 37.115 303.902 341.017 Opening Balance as at 31/12/2023 7.519.468 11.070.811 18.590.279 THE COMPANY INVESTMENT PLOTS INVESTMENT BUILDINGS TOTAL INVESTMENT PROPERTY Opening Balance as at 31/12/2021 5.747.500 6.793.879 12.541.379 Impairment Gains / (Losses) recognized in the income statement -258.496 678.357 419.861 Additions 1.069.464 1.605.675 2.675.139 Opening Balance as at 31/12/2022 6.558.468 9.077.911 15.636.379 Impairment Gains / (Losses) recognized in the income statement 153.885 433.998 587.884 Transfers - 1.225.000 1.225.000 Additions 37.115 303.902 341.017 Opening Balance as at 31/12/2023 6.749.468 11.040.811 17.790.279 The amounts recognized in the Group’s and the Company’s profit or loss for the year 2023 pertaining to income from leases of investment property stood at € 675 k (2022: € 529 k) and € 653 k (2022: € 516 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 - 1st and 4th floor of a Real Estate in Glyfada Attiki As at 31/12/2023, properties under a finance lease carried at fair value amounted to € 9,840 k (2022: € 9,350 k). There are no contractual obligations for acquisition, construction or use of investment property or its potential repairs and maintenance. As at 31 December 2023 and 31 December 2022 the Group and the Company had no commitments for capital expenditures. 8.8. Other long-term receivables The Group’s Long-Term Receivables amounting to € 14,393 k include recognition of receivables from construction contracts of 5,126 k, 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 134 parallel with the ongoing efforts to resolve various issues at Administrative level. It is to be noted that litigation against the Greek State is 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. As at 31/12/2023 there is a long-term receivable of € 8,796 k resulting from the recognition of revenue under the new lease agreement of the vessel managed by ROMA HOLDING LLC from $ 24,000/day to $ 58,000/day. The new lease became effective as of 01/12/2023. The amount expected to be amortized over the next 12 months based on the invoices amounts to € 3,025 k and has been recorded in Other receivables. During the period, and more specifically on 04/09/2023, GREENHILL VOULA ESTATES S.A. issued a bond loan of € 600 k in which the Company participated and until 31/12/2023 has given a total of € 264 k (including interest for the period). This company owns the properties in Pigadakia, Voula, which are the collateral for its loans (which is a receivable of the Company). The bond loan relates to cover needs for legalization of its properties. The long-term receivables of the Parent Company, amounting to € 3,568 k, refer mainly to receivables from subsidiaries of the Group. Other long-term receivables THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Long-term receivables from subsidiaries - - 3.568.481 3.686.576 Long-term legal claims 18.993.732 19.303.102 - - Guarantees provided 206.026 203.737 13.241 10.952 Bond loans receivable 264.352 - 264.352 - Other long-term receivables 8.796.189 5.129.109 - - Provisions for long-term legal claims (13.867.287) (13.867.287) - - Total 14.393.012 10.768.661 3.846.073 3.697.528 8.9. Inventory THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Advances and acquisition costs of real estate 4.729.500 - - - Inventory of vessels 222.624 173.928 - - Total 4.952.124 173.928 - - The subsidiary company "Luxury Life Single Member PPC", has entered into a private agreement with the special purpose vehicles (SPVs), managed by "Intrum Hellas REO Solutions S.A.", for the acquisition of a portfolio of up to 186 property items. On 19/07/2023 the Subsidiary paid an advance payment amounting to four million five hundred sixty-four thousand five hundred euros (€ 4,564,500) to the selling companies. The transaction will be carried out gradually with the drawing up of the notarial deeds of transfer of the properties. An additional amount of € 165,000 relates to notary fees, charged to the acquisition cost of the property in question. The Group has no pledged inventories. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 135 8.10. Trade and other receivables The analysis of trade and other receivables for the Group and the Company is presented as follows: THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Trade receivables 12.187.345 12.029.445 8.951.202 8.907.432 Cheques receivable (postdated) 76.490 76.490 74.122 74.122 Construction segment receivables from the Greek State 119.418 129.552 119.342 119.342 Receivables from associates - - 263.894 240.128 Total receivables 12.383.253 12.235.487 9.408.560 9.341.024 Less: Provisions for impairment of trade receivables (10.913.117) (10.798.908) (9.174.390) (8.645.689) Total 1.470.135 1.436.579 234.170 695.335 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. During the period the Company made a provision for impairment of receivables from related parties in the amount of € 442 k as it was considered that they were not expected to be collected. The following table presents the chronological analysis of trade and other receivables for the Group and the Company as at 31/12/2023. THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Under 3 months 345.073 217.741 45.856 24.945 Between 3 and 6 months 97.375 42.806 11.646 10.993 Between 6 months and 1 year 234.605 60.055 30.754 56.422 Over 1 year 11.706.200 11.914.885 9.320.305 9.248.664 Less provisions -10.913.117 -10.798.908 -9.174.390 -8.645.689 Total 1.470.135 1.436.579 234.170 695.335 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: THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Revenue receivable for the year 98.542 4.415 2.480 2.480 Other advance payments 693.806 727.982 8.670 8.670 Blocked bank deposits 876.638 887.435 20.800 20.000 Prepaid expenses 57.127 59.204 43.045 34.984 Miscellaneous debtors 1.381.179 1.381.520 1.197.196 1.218.687 Disputed claims against the Greek State 106.670 817.234 - - Receivables from Escrow Account 17.905.724 22.395.677 4.973.523 5.015.752 Advance employee payments 31.477 22.501 31.347 22.371 Retained customer guarantees 62.315 63.115 - - Receivables from the Greek State 1.667.359 1.905.996 108.834 86.018 Receivables from VAT 1.334.036 898.268 229.363 123.208 Receivables from loans to associates 467.634 340.910 - - Receivables from associates - - 255.495 252.515 Receivables from the recognition of shipping revenue (straight line method) 3.025.762 - ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 136 Total other receivables 27.708.270 29.504.257 6.870.753 6.784.685 Less: Provisions for impairment of other receivables (3.731.992) (3.908.343) (1.079.136) (1.101.246) Total net other receivables 23.976.278 25.595.914 5.791.617 5.683.439 Other receivables include as follows: - Receivables from Escrow Account (guarantee account) amounting to € 17.9 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 31/12/2023. An amount of € 732 k has been collected from the subsidiary T.O. HOLDINGS INTERNATIONAL LTD (149 k in the comparative period). - An amount of € 3,025 k recorded in the account "Receivables from shipping revenue recognition (straight line method)" relates to an amount expected to be invoiced by the subsidiary ROMA HOLDING LLC in the next 12 months. - During the period the Group has granted a loan of € 120 k to the associate Mount Street Hellas Holdco. - Restricted deposits of € 877 k and € 21 k (for the Group and the Company respectively) relating to pledged amounts of letters of guarantee and loan servicing (specifically for the loan from the subsidiary ROMA HOLDINGS LLC) - The item Receivables form the Greek State includes as at 31/12/2023 receivables of 0.1 million relating to the Roditsa project. The following table presents the chronological analysis of Other Receivables for the Group and the Company as at 31/12/2023 as well as for the comparative period. THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Under 3 months 1.383.328 434.776 143.303 198.615 Between 3 and 6 months 1.601.564 361.977 39.351 5.969 Between 6 months and 1 year 1.039.193 29.486 157.790 68.256 Over 1 year 23.684.186 28.678.018 6.530.309 6.511.844 Less provisions -3.731.992 -3.908.343 -1.079.136 -1.101.246 Total 23.976.278 25.595.914 5.791.617 5.683.439 The Group and the Company have significant receivables, not overdue and not impaired concerning the following: - Receivables from Escrow Account amounting to € 17.9 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 € 877 k and € 21 k (for the Group and the Company respectively) - Receivable form litigations amounting to € 107 k. 8.12. Financial assets at fair value through other comprehensive income THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Receivables from NPLs 14.400.000 4.770.000 14.400.000 4.770.000 Total financial assets at fair value through other comprehensive income 14.400.000 4.770.000 14.400.000 4.770.000 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 137 THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Opening balance 4.770.000 - 4.770.000 - Additions due to the acquisition of a subsidiary - 12.500.000 - - Transfers to investment property (1.225.000) - (1.225.000) - Additions - - - 4.770.000 Profit / (loss) for the period through comprehensive income 10.855.000 (7.730.000) 10.855.000 - Total financial assets at fair value through other comprehensive income 14.400.000 4.770.000 14.400.000 4.770.000 During the period, a revaluation of financial assets at fair value through other comprehensive income was performed which relates to mortgage loans receivable. The valuation was based on the value of the real estate - collateral for these loans. For the valuation, the management obtained two appraisals from independent appraisers and the value of the receivables was determined to be € 14.4 million (before deferred tax). The significant increase is mainly due to both - the significant rise in the real estate market in Greece and the fact that significant planning obstacles that existed have been resolved. Regarding transfer to Investment Property please refer to Note 8.7. 8.13. Financial assets at fair value through profit or loss In 2023, the Group, through its Parent Company and its subsidiary T.O. HOLDING INTERNATIONAL LTD, acquired and disposed of non-traded bonds and other financial products. The valuation of the Group's financial data stood at loss of € 816 k (loss of € 1,722 k in 2022), 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 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Opening balance 9.141.511 12.688.068 19.206 27.542 Acquisitions 2.793.676 3.021.626 0 0 Disposals -2.407.661 -4.846.081 0 0 Fair value adjustments 815.698 -1.722.102 5.157 -8.336 Closing Balance 10.343.224 9.141.511 24.363 19.206 The analysis per type of financial instrument held by the Group and the Company on 31/12/2023 and 31/12/2022 is as follows: THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Shares 4.069.089 3.330.100 24.363 19.206 Bonds 6.016.472 5.537.704 0 0 Warrants 257.663 273.707 0 0 Total 10.343.224 9.141.511 24.363 19.206 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: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 138 THE GROUP THE COMPANY Amounts in EUR 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Cash in hand 15.974 21.188 2.128 2.623 Bank deposits available 12.637.087 25.348.498 537.893 526.767 Cash equivalents - repos 10.257.273 2.710.280 - - Total 22.910.334 28.079.967 540.020 529.390 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 31/12/2023 the Parent Company holds 802,451 Treasury shares of an acquisition cost of € 1,407,676.23. On 31/12/2022 the Parent Company or its subsidiaries held 647,734 shares of the Company of acquisition cost € 1,093,976.06. On 31/12/2023, the share premium at the group level stood at € 261,240,454 (2022: € 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 € 41,649 k and € 59,203 k as of 31/12/2023 and 31/12/2022 and for the Company € 5,728 k and € 5,413 k 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 € 10,390 k which concerns revaluation of the fair value of the vessel owned by ROMA HOLDINGS LLC. In addition, during the period an amount of € 10,835 k was transferred to retained earnings due to depreciation and write-offs, which corresponds to fixed assets of machinery and equipment owned by the subsidiary TO CONSTRUCTIONS and whose useful life expired during the period and to the depreciation of a reserve formed for the ship owned by the subsidiary ROMA HOLDING 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 31/12/2023 amounts to € 106,660 k (accumulated loss) which is increased compared to the comparative period by € 2,830 k. Changes of the year are analytically presented in paragraph 8.5, 8.6 and 8.12. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 139 The value of Reserves from valuation of the Group's financial assets and assets at fair value through other comprehensive income on 31/12/2023 amounts to € 20,891 k (debit) which is decreased compared to the comparative period by € 3,420 k. 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 31/12/2023 amount to € 12,535 k and € 11,382 k with no significant changes during the period. Ε) Dividends The Regular General Meeting, held on 28/06/2023, 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 2023. 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 € 214 k. On 31/12/2023, the balance of the aforementioned account stood at € 1,391 k. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 140 8.16. Deferred tax obligation Amounts in € THE GROUP 1/1/2022 Income Statement Other Comprehensive Income 31/12/2022 1/1/2023 Income Statement Other Comprehensive Income 31/12/2023 Intangible fixed assets 9.723 -929 - 8.795 8.795 -2.299 - 6.496 Employee benefit obligations 21.500 -2.146 - 19.354 19.354 2.441 - 21.795 Liabilities 581.046 -55.626 - 525.420 525.420 -866 - 524.554 Deferred Tax Asset (Obligation) 612.269 -58.701 0 553.569 553.569 -724 0 552.845 Tangible assets -3.676.876 -354.269 163.156 -3.867.988 -3.867.988 -230.681 -204.462 -4.303.131 Financial assets at fair value through other comprehensive income - - - 0 - - -2.388.100 -2.388.101 Grants -163.204 9.466 - -153.738 -153.738 1.256 - -152.483 Construction -485.375 -4.041 - -489.416 -489.416 - - -489.416 Deferred Tax Asset (Obligation) -4.325.455 -348.844 163.156 -4.511.142 -4.511.142 -229.425 -2.592.562 -7.333.131 Deferred Tax Asset (Obligation) -3.713.186 -407.545 163.156 -3.957.573 -3.957.573 -230.149 -2.592.562 -6.780.286 Amounts in € THE COMPANY 1/1/2022 Income Statement Other Comprehensive Income 31/12/2022 1/1/2023 Income Statement Other Comprehensive Income 31/12/2023 Employee benefit obligations 20.717 -2.206 - 18.512 18.512 2.056 - 20.569 Deferred Tax Asset / (Obligation) 20.717 -2.206 0 18.512 18.512 2.056 0 20.569 Tangible assets -2.281.708 -297.542 -75.329 -2.654.579 -2.654.579,12 -324.925 -111.784 -3.091.290 Financial assets at fair value through other comprehensive income - - - 0 - - -2.388.100 -2.388.100 Deferred Tax Asset / (Obligation) -2.281.708 -297.542 -75.329 -2.654.579 -2.654.579 -324.925 -2.499.884 -5.479.390 Deferred Tax Asset / (Obligation) -2.260.991 -299.748 -75.329 -2.636.067 -2.636.067 -322.869 -2.499.884 -5.458.821 Deferred tax has been calculated for the Group and the Company at 22%, a percentage of tax rate effective in 2023. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 141 8.17. Employee end-of-service obligations THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Opening Balance Sheet obligations 36.922 44.517 32.642 40.962 Pension benefits 8.723 -6.162 6.418 -7.553 Amount recorded directly in Equity 522 -1.433 60 -767 Employee transportation costs 0 0 450 0 Total 46.168 36.922 39.570 32.642 Charges in the Income Statement Pension benefits (allowances and payments) 8.723 -6.162 6.418 -7.553 Total 8.723 -6.162 6.418 -7.553 THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Present value of non-financed liabilities 36.922 44.517 32.642 40.962 Unrecognized accounting profit / (loss) 522 -1.433 60 -767 Unrecorded accounting gains / (losses) 8.723 -6.162 6.418 -7.553 Employee Transportation Costs 0 0 450 0 Total 46.168 36.922 39.570 32.642 THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Current employment costs 8.321 8.096 6.123 6.728 Financial cost 1.034 267 927 246 Benefits paid by the employer -6.067 -16.240 -6.067 -16.240 Costs of cuts / arrangements / termination 5.436 1.713 5.436 1.713 Total from discontinued operation 8.723 -6.164 6.418 -7.553 Financial costs 0 1.273 0 0 Total 8.723 -4.891 6.418 -7.553 THE GROUP THE COMPANY 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Discount rate 2,98% 2,80% 2,98% 2,80% Wage increases 2,50% 2,50% 2,50% 2,50% Inflation 2,10% 2,80% 2,10% 2,80% 8.18. Grants Grants have been reduced by the income for the period from the amortisation of a grant of € 31,619 relating to the construction of the marina at Pythagorio in Samos. As at 31/12/2023 the amount of the grant amounts to € 822 k (compared to € 853 k in the comparative period). 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 € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Bank borrowing 6.613.410 7.861.103 - - Finance and Operating lease liabilities 4.760.664 5.143.859 2.380.551 2.739.344 Bond Loans from subsidiaries - - 14.543.814 8.000.000 Total 11.374.074 13.004.962 16.924.365 10.739.344 Short-term Loan liabilities THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Bank borrowing 974.525 3.093.006 13 1.629 Finance and Operating lease liabilities 399.958 532.723 375.556 520.078 Total 1.374.483 3.625.728 375.569 521.707 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 142 During the period the Company increased its intragroup borrowings by € 5,800 k plus accrued interest. This increase is due to collecting € 2 million under a bond loan for a total amount of € 10 million issued in 2022 and in addition, on 06/07/2023 the Company issued a new bond loan with the subsidiary TO HOLDING INTERNATIONAL LTD as sole bondholder for € 6 million with an interest rate of 2.25% +Eur 6month and a maturity date of 30/06/2032 from which it has received € 3,800 k. The Group has provided collaterals for the loan, i.e. the vessel owned by the subsidiary company ROMA HOLDING LLC. On 31/12/2023, 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. he Group’s and the Company’s loan liabilities are expected to be repaid as follows: Amounts in € THE GROUP Borrowings on 31/12/2023 Within 1 year 1 to 5 years Over 5 years Total Total long-term loans 974.510 6.613.410 0 7.587.921 Total short-term loans 13 0 0 13 Finance lease liabilities 399.959 2.471.874 2.288.789 5.160.622 Total 1.374.482 9.085.285 2.288.789 12.748.556 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 COMPANY Borrowings on 31/12/2023 Within 1 year 1 to 5 years Over 5 years Total Total long-term loans 0 0 14.543.814 14.543.814 Total short-term loans 13 0 0 13 Finance lease liabilities 375.557 2.174.912 205.638 2.756.107 Total 375.570 2.174.912 14.749.452 17.299.934 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 8.20. Other long-term liabilities As at 31/12/2023, the Group’s other long-term liabilities amounting to € 2,199 k (2022: 2,429 k) relate mainly to long- term component of arrangements amounting to € 151 k (2022: € 388 k) and liabilities to third parties amounting to € 2,011 k (2022: € 2,011 k). At Company level the corresponding item amounts to € 39 k (2022: 290 k) and mainly concerns a long-term component of arrangements. 8.21. Suppliers and other payables THE GROUP THE COMPANY ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 143 Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Suppliers 3.250.778 2.571.994 427.186 472.250 Suppliers in Romania 199.580 218.727 - - Cheques payable (post-dated) 90.000 - 90.000 - Total 3.540.358 2.790.721 517.186 472.250 8.22. Current tax obligations Regarding the Group, the current tax obligations amount to € 30 k. 8.23. Liabilities from contracts with customers Liabilities from contracts with customers amount to € 384 k for the Group (€ 466 k in 2022). 8.24. Other short-term liabilities The Group’s and the Company’s other short-term liabilities are analyzed as follows: THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Wages and salaries payable 13.471 14.649 247 247 Insurance funds 139.805 138.236 96.311 93.656 Other taxes (less income tax) 302.857 297.852 188.847 197.830 Accrued expenses 86.129 276.556 50.804 99.646 Liabilities to associates - - 8.277.422 8.524.360 Fees / other BoD members payables 237.615 195.788 138.873 138.750 Revenue for subsequent years 14.730 27.257 - - Provisions for tax non-inspected years and contingencies 7.193.650 7.821.025 676.799 676.799 Other current liabilities 2.648.381 2.549.788 171.993 180.531 Total Liabilities 10.636.638 11.321.150 9.601.296 9.911.818 8.25. Operating expenses The cost of sales and administrative and distribution expenses of the Group and the Company for the years 2023 and 2022 are analyzed in the following tables: THE GROUP-01/01 - 31/12/2023 Amounts in € Cost of Sales Administrative Expenses Cost of disposal Total Inventory cost recognized as an expense 313.076 - - 313.076 Employees fees and expenses 1.355.556 755.346 - 2.110.902 Third-parties fees and expenses 793.452 1.932.589 17.220 2.743.261 Utilities 88.535 76.830 477 165.842 Operating lease rentals 34.808 37.898 - 72.706 Insurance expenses 357.757 58.812 - 416.570 Repair and maintenance expenses 587.744 284.546 - 872.290 Taxes and duties 189.399 202.907 - 392.306 Miscellaneous Expenses 1.165.505 299.824 290 1.465.619 Promotion costs 11.731 11.614 - 23.346 Depreciation 6.690.180 245.650 - 6.935.830 Total 11.587.742 3.906.016 17.987 15.511.746 THE GROUP-01/01 - 31/12/2022 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 144 Amounts in € Cost of Sales Administrative Expenses Cost of disposal 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 The increase at the Group level is mainly due to depreciation of the vessel of the subsidiary ROMA HOLDINGS LLC (approximately € 1.03 million) and by 322 k – to various expenses incurred in the context of the Group's operations. THE COMPANY-01/01 - 31/12/2023 Amounts in € Cost of Sales Administrative Expenses Cost of disposal Total Employees fees and expenses 239.150 523.644 - 762.795 Third-parties fees and expenses 294.258 826.716 17.220 1.138.194 Utilities 2.391 76.484 477 79.353 Operating lease rentals 22.082 14.722 - 36.804 Insurance expenses 5.118 51.647 - 56.765 Repair and maintenance expenses - 244.583 - 244.583 Taxes and duties 143.010 103.852 - 246.862 Miscellaneous Expenses 241.018 196.658 290 437.966 Promotion costs 11.731 7.821 - 19.552 Depreciation 128.707 220.879 - 349.586 Total 1.087.466 2.267.006 17.987 3.372.460 THE COMPANY-01/01 - 31/12/2022 Amounts in € Cost of Sales Administrative Expenses Cost of disposal 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 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 145 THE COMPANY-01/01 - 31/12/2022 Amounts in € Cost of Sales Administrative Expenses Cost of disposal Total Total 790.680 1.838.715 - 2.629.395 For the year ended December 31, 2023, 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 € 9,000 (€ 14,000 in 2022). 8.26. Other income – expenses Other income of the Group is analyzed as follows: THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Revenues from grants / subsidies 31.883 31.619 264 - Profits from sale / revaluation of tangible assets 21.104 - 13.047 - Operating lease rentals 675.006 529.458 653.708 516.209 Other income 1.814.825 1.011.777 79.076 84.264 Revenue from leasing the helicopter 193.500 130.000 193.500 130.000 Revenue from used provisions 40.167 44.875 29.186 35.753 Total other income 2.776.485 1.747.728 968.780 766.226 Other income of the Group includes war risk indemnities received by the subsidiary ROMA HOLDINGS LLC of approximately € 0.5 million, the write-off of a supplier liability of the subsidiary TO CONSTRUCTIONS of € 228 k and income from invoicing additional projects performed by the Romanian branch of the same subsidiary of € 712k. The Group's other expenses are analyzed as follows: THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Other taxes, duties, fines and surcharges 26.593 1.020 7.123 410 Other operating expenses 452.016 246.400 54.492 54.991 Provisions - write-offs and other expenses 796.754 624.523 258.732 344.915 Loss from sale, write-off and revaluation of property, plant and equipment 17.861 63.503 - - Provisions for doubtful customers 399.562 84.001 841.583 68.930 Total other expenses 1.692.786 1.019.447 1.161.930 469.245 For the Group, the change is due to an expense provision of € 300 k for a court case in which the Group was not vindicated. For the Company, a provision for doubtful receivables from related parties of € 442 k was made during the period. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 146 8.27. Financial income – expenses THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Bank interest income 643.717 149.109 34.003 1.596 Income from collecting court receivables 332.564 1.000.745 332.564 - Interest on loans granted to associates 142.439 68.887 - - Total financial income 1.118.720 1.218.740 366.567 1.596 THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Interest on finance leases 358.790 305.039 192.727 139.339 Loan interest 592.115 765.143 690.200 55.774 Loss due to amending the loan terms - 542.466 - - Financial cost for employee benefits 1.034 267 927 246 Other bank expenses 108.900 167.603 29.674 46.674 Guarantee letter commissions 59.700 59.780 19.180 18.295 Total financial expenses 1.120.538 1.840.298 932.708 260.328 The change in the Company is due to the fact that it has received intragroup loans from the subsidiary TO HOLDING INTERNATIONAL LTD. 8.28. Income from dividends THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Dividends from investments in vessels 3.180.804 4.228.168 - - Total 3.180.804 4.228.168 - - 8.29. Income tax Income tax is analyzed as follows: THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Current tax - (106.166) - - Deferred tax (230.149) (407.545) (322.869) (299.748) Prior periods tax inspection differences - (636.825) - - Total (230.149) (1.150.536) (322.869) (299.748) 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 enter an arrangement after the current period. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 147 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 2018 has expired until 31/12/2023, without prejudice to special or exceptional provisions that may provide for a longer limitation period 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. From the amounts that must be deducted from the price, namely € 70,785.81 k according to the conclusion of the initial IA, an amount of € 47,823.11 k which concern financial obligations has already been withheld. An amount of € 18,161.79 k 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 18/04/2024, the total amount of € 17,9 million 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 148 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.” During the period, the Group and the Company incurred a loss of € 3.9 million and € 0.05 million respectively. This loss arose due to payments made up to the date of the financial statements from the Escrow Account relating to liabilities held by the selling companies. A significant portion of these losses also relates to a provision for the removal of demolition and construction waste from the Porto Carras complex. Amounts in € THE GROUP THE COMPANY Discontinued Operations of the Group 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Profits/ (losses) from investments -3.892.674 0 -50.741 - Earnings before tax -3.892.674 0 -50.741 0 Earnings after tax -3.892.674 0 -50.741 0 On 17/04/2024 the Company informed the investment community through a Press Release that, following a series of requests to the third independent advisor KPMG Advisors Single Member S.A. (hereinafter KPMG) for confirmation of the date of issuance of the final report on the final price of the purchase and sale of the Porto Carras complex, the Company informed that the work is being completed and that it is estimated that the report will be issued by the end of this month. Up to the date of issue of the consolidated financial statements the Company has not received any draft or update on the findings of the KPMG work. 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 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Earnings after tax from continuing operations 5.084.810 765.136 (3.590.556) (2.273.673) Earnings after tax from discontinued operations (3.892.674) - (50.741) - Basic profits/(losses) per share (€/share) from continuing operations 0,1270 0,0190 (0,0897) (0,0565) Basic profits/(losses) per share (€/share) from discontinued operations (0,0972) - (0,0013) - 8.32. Number & salaries of employees The number of headcounts as at 31/12/2023 and 31/12/2022 in the Group and the Company is analyzed below: ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 149 THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Number of Headcount 64 62 27 27 Total 64 62 27 27 The weighted average of the Group’s personnel for 2023 and 2022 amounted to 64 and 62 persons, respectively. The payroll costs for the Group and the Company are analyzed in the table below. THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Salaries, wages and allowances 1.850.980 1.801.081 580.872 544.881 Social security expenses 240.715 230.969 164.913 158.170 Retirement benefits (provisions) 14.207 9.810 12.009 8.442 Other employee benefits 5.000 6.220 5.000 6.220 Total from continuing operations 2.110.902 2.048.079 762.795 717.712 Total 2.110.902 2.048.079 762.795 717.712 8.33. Cash flows adjustments THE GROUP THE COMPANY Amounts in € 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Profit Adjustments for: Depreciation of tangible assets 8.1 6.822.956 5.785.793 338.756 326.424 Depreciation of right-of-use assets 8.2 116.344 116.346 9.541 9.541 Amortization of intangible assets 8.3 2.467 1.314 1.290 1.314 Revenue from reversal of provisions (10.981) (9.122) - - Provisions-Impairments (484.127) 619.101 624.687 (44.454) Results from associates and joint venture - 449.200 - - (Profit) / loss from exchange differences 238.231 82.882 (23) 381 (Profit)/losses from disposal of tangible fixed assets 8.1 (13.047) 63.341 (13.047) - Profit)/losses from disposal of subsidiaries measures at fair value 8.30 3.892.674 (0) 50.741 - Change in employee benefit obligation 8.17 15.241 10.077 12.936 8.687 Amortization of fixed asset grants 8.18 (31.619) (31.619) - - (Profit)/ loss from valuation of investment property 8.7 (587.884) (492.719) (587.884) (477.719) (Profit)/ loss from valuation of self-used fixed assets - 57.891 - 57.891 Recognized revenue due to future rental revaluation of vessels 8.11 (7.021.685) (5.195.354) - - Income from dividends 8.28 (3.180.804) (4.111.730) - - (Profits) / loss from disposal of financial assets at fair value through profit or loss 8.13 (815.698) 1.713.766 (5.157) - Interest Income 8.27 (1.118.720) (1.218.740) (366.567) (1.596) Interest expenses 8.27 1.119.808 1.816.031 932.708 260.328 Total (1.056.845) (343.545) 997.981 140.797 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 01/01/2023-31/12/2023 and the corresponding comparative period 01/01/2022-31/12/2022 are analyzed as follows: Amounts in € THE GROUP THE COMPANY ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 150 Income from sale of goods & provision of services 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Subsidiaries - - 280.283 273.080 Other related parties 14.200 1.600 14.200 1.600 Total 14.200 1.600 294.483 274.680 Amounts in € THE GROUP THE COMPANY Acquisitions and fees for receiving services 01/01 - 31/12/2023 01/01 - 31/12/2022 01/01 - 31/12/2023 01/01 - 31/12/2022 Subsidiaries - - 690.019 53.795 BoD members and key executives 526.539 708.928 250.569 360.630 Other BoD members and key executives’ benefits 56.030 53.245 26.480 26.004 Total 582.569 762.173 967.068 440.429 Transactions with the subsidiaries have been eliminated from the Group's consolidated financial assets. Income/expenses amounting to € 970 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 31/12/2023 and 31/12/2022 are as follows: Amounts in € THE GROUP THE COMPANY Receivables 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Subsidiaries - - 4.087.869 4.179.220 Other related parties 781.218 706.308 89.305 22.454 Loans to related parties 455.000 340.910 - - BoD Members and key executives 40.661 25.079 8.406 8.317 Total 1.276.879 1.072.297 4.185.579 4.209.991 Amounts in € THE GROUP THE COMPANY Payables 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Subsidiaries - - 8.277.422 8.524.360 Loans payable - - 14.543.814 8.000.000 Other related parties 179.232 159.255 22.878 - BoD Members 288.316 304.542 202.701 214.507 467.549 463.797 23.046.815 16.738.867 Balances with subsidiaries have been eliminated from the consolidated financial data of the Group. Receivables/ liabilities among the group subsidiaries stand at € 38,741 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 31/12/2023. THE GROUP 31/12/2023 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 151 THE COMPANY CONTINGENT ASSETS CONTINGENT LIABILITIES TECHNICAL OLYMPIC S.A. 182.310 98.286 T.O. INTERNATIONAL HOLDING - 88.853 T.O. CONSTRUCTIONS S.A. 244.895 97.147 GROUP TOTAL 427.204 284.285 One of the most significant cases presented in the above table is the change compared to 2022 regarding the lawsuit a subsidiary company against a supplier for retention of ownership of its machinery. The Group estimates that the contingent receivables amount to € 245 k. Β) Commitments from construction contracts and other commitments The commitments of the Group and the company from construction contracts and guarantees on 31/12/2023 and 31/12/2022 are as follows: THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Letters of Guarantee 5.926.226 5.549.994 2.644.261 2.645.890 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 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 . ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 152 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 2022 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 2023, 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, 2023. 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. Within 2023, a tax audit order was issued for the parent company Technical Olympic S.A. for the financial years 2018 and 2019. On 31/12/2023, the fiscal years until 31/12/2017 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. Within 2023, a tax audit order was issued for the subsidiary company SAMOS MARINES S.A. for the financial years 2018 and 2019. In addition, a tax audit order was issued for the associate PORTO CARRAS DEVELOPMENTS S.A. for the financial years 2020 and 2021. To date, no final decision has been issued for the above audits, 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. A summary of the unaudited financial years of the Group companies is set out in the following table: COMPANY TAX NON-INSPECTED YEARS TECHNICAL OLYMPIC S.A. 2018 to date PORTO CARRAS DEVELOPMENT SA 2018 to date TECHNICAL OLYMPIC AIR TRANSPORT SA 2018 to date SAMOS MARINES SA 2018 to date ΤOXOTIS Technical SA 2018 to dat e ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 153 EUROROM CONSTRUCTII '97 SRL Since establishment 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 determined. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 154 Amounts in € THE GROUP THE COMPANY Financial Assets 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Cash and cash equivalents 22.910.334 28.079.967 540.020 529.390 Trade and other receivables 25.446.413 27.032.493 6.025.787 6.378.774 Financial assets at fair value through other comprehensive income 14.400.000 4.770.000 14.400.000 4.770.000 Securities 25.268.074 30.284.344 - - Other long-term receivables 14.393.012 10.768.661 3.846.073 3.697.528 Total 102.417.833 100.935.465 24.811.880 15.375.692 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 31/12/2023 the Group and the Company have a positive working capital by € 62.09 million and € 10.49 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 and the Company working capital as at 31/12/2023 and 31/12/2022 is calculated as follows: THE GROUP THE COMPANY Amounts in € 31/12/2023 31/12/2022 31/12/2023 31/12/2022 Current assets Inventory 4.952.124 173.928 0 0 Trade and other receivables 1.470.135 1.436.579 234.170 695.335 Other receivables 23.976.278 25.595.914 5.791.617 5.683.439 Financial assets at fair value through profit and loss 10.343.224 9.141.511 24.363 19.206 Financial assets at fair value through other comprehensive income 14.400.000 4.770.000 14.400.000 4.770.000 Cash and cash equivalents 22.910.334 28.079.967 540.020 529.390 Total current assets 78.052.095 69.197.899 20.990.170 11.697.370 Suppliers and similar liabilities 3.540.358 2.790.721 517.186 472.250 Current tax obligations 29.933 109.746 0 0 Liabilities from contracts with customers 384.472 465.663 0 0 Short-term financial liabilities 1.374.483 3.625.730 375.569 521.707 Other current liabilities 10.636.638 11.321.150 9.601.296 9.911.818 Total Short-Term liabilities 15.965.883 18.313.009 10.494.051 10.905.776 Working capital 62.086.212 50.884.890 10.496.119 791.593 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 31/12/2023. 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. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 155 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. 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, ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 156 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) 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. 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 31/12/2023 Financial Assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Investments in associates 0 0 3.200 3.200 Securities 0 0 25.268.074 25.268.074 ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 157 Financial assets at fair value through other comprehensive income 0 0 14.400.000 14.400.000 Financial assets at Fair Value through Profit and Loss 24.363 10.318.861 0 10.343.224 Net Fair Value 24.363 10.318.861 39.671.274 50.014.498 Amounts in € THE COMPANY 31/12/2023 Financial Assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Investments in subsidiaries 0 0 163.376.732 163.376.732 Investments in associates 0 0 2.400 2.400 Financial assets at fair value through other comprehensive income 0 0 14.400.000 14.400.000 Financial assets at Fair Value through Profit and Loss 24.363 0 0 24.363 Net Fair Value 24.363 0 177.779.132 177.803.495 Amounts in € THE GROUP 31/12/2023 Non-financial assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Own-used Fixed Assets at fair value 0 0 84.168.055 84.168.055 Investment property 0 0 18.590.279 18.590.279 Net Fair Value 0 0 102.758.334 102.758.334 Amounts in € THE COMPANY 31/12/2023 Non-financial assets LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Own-used Fixed Assets at fair value 0 0 11.898.786 11.898.786 Investment property 0 0 17.790.279 17.790.279 Net Fair Value 0 0 29.689.064 29.689.064 The following parameters have been used in the valuation of the Group's and the Company's tangible assets and investment property. Method Variable 2023 2022 Comparative Method Comparison of real estate market data with the estimated property - - DCF Discounted Cash Flow Method Discount rate: 7,25% - 8,00% 7,25% - 8,50% Annual adjustment of the market rent according to the CPI: 1,50% 1,50% Initial property yield (as a vacancy): 6,00% - 7,00% 6,00% - 7,00% Capitalization rate (exit yield): 6,25% - 7,50% 6,25% - 7,50% Property occupancy: 92,50% - 95,00% 92,50% - 95,00% % Comparative - DCF Weighting Rate: 50,00% - 50,00% & 60,00% - 40,00% 50,00% - 50,00% & 60,00% - 40,00% 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 2023 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 ). ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 158 8.41. Post Financial Position date events 1) The Cyprus domiciled second tier subsidiary of “TECHNICAL OLYMPIC S.A.”, under the title “T.O. SHIPPING LTD” (100% subsidiary of T.O. INTERNATIONAL HOLDING LTD), received from its subsidiaries the total amount of USD 2,700,000 (1,680 k T Shipping LTD & 1,020 k Roma Holding LLC) concerning dividend distribution of the 4th quarter 2023, from the operation of the vessels, through approval of the Boards of Directors on 27/3/2024 & 21/02/2024 respectively. 2) The Cyprus domiciled second tier subsidiary of “PFC PREMIER FINANCE CORPORATION LTD” (100% subsidiary of T.O INTERNATIONAL HOLDING LTD), signed an agreement on 14/6/2023 for the acquisition of the remaining 50% of the Irish company “MOUNT STREET HELLAS HOLDCO LIMITED” by the Irish company “MOUNT STREET HELLAS INVESTMENTS LIMITED”. The acquisition price amounts to € 15,000. The whole acquisition was subject to the approval of the competent supervisory authorities, the Bank of Greece, which finally approved on 8/2/2024 the acquisition of the remaining 50% of the Irish company “MOUNT STREET HELLAS HOLDCO LIMITED” by the Cypriot based second tier subsidiary of the Company under the name “PFC PREMIER FINANCE CORPORATION LTD”. 3) On 29/01/2024, the subsidiary company of the Group “SAMOS MARINES S.A.” increased its share capital by capitalizing its liabilities to the parent company TECHNICAL OLYMPIC S.A., in the amount of seven million four hundred and fifty thousand twenty euros (€ 7,450,020.00). 4) On 31/1/2024, in the framework of the development law 4772/2021 for the purpose of granting state aid for the upgrading of tourist ports, the Pythagorio Marine submitted a file with a total estimated cost of € 10,000,000 that concerns port works, the surrounding area of the repair building, dry dock, building & electromechanical installations, electromechanical installations and systems as well as relevant studies. 5) On 9/02/2024 the Carbon Footprint Emissions & Verification report was completed. The results are considered particularly satisfactory considering the comparable data of similar companies, with room for improvement and implementation of good practices in the field of environmentally friendly policies to further save and improve the energy efficiency of our organization. It is expected to be registered in the Electronic Database operated by the Natural Environment & Climate Change Agency (N.E.C.C.A.) at htps://www.climaregistry.necca.gov.gr, as defined in article 20 of the National Climate Law 4936/2022 (A 105). 6) On 17/04/2024 the Company informed the investment community in a Press Release that, following a series of requests to the third independent advisor KPMG Advisors Single Member S.A. (hereinafter KPMG) for confirmation of the date of issuance of the final report on the final price of the purchase and sale of the Porto Carras complex, the work is at the stage of completion and that it is estimated that the report will be issued by the end of this month. Up to the date of issue of the consolidated financial statements the Company has not received any draft or update on the findings of the KPMG work. Apart from the aforementioned, there are no post financial statements date concerning the Company, which should me reported under the International Financial Reporting Standards. ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2023 Page 159 Alimos, April 26, 2024 THE BoD CHAIRMAN KONSTANTINOS A. STENGOS ID Num. ΑΒ 342754 THE CHIEF EXECUTIVE OFFICER GEORGIOS K. STENGOS ID Num. ΑΡ 529479 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