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Viohalco S.A.

Annual Report Apr 20, 2022

4023_rns_2022-04-20_72e97b1e-0df3-491e-a1c6-d4b990ed757d.pdf

Annual Report

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Annual Report 2021

Table of contents

A. Viohalco 2
B. Message from the President
of the Board of Directors 4
C. Business segments 6
D. Financial highlights 2021 10
E. Business segments' review 16
F. Subsequent events 66
G. Risks and uncertainties 68
H. Non-financial information report 72
I. Corporate governance statement 92
J. Appendix – Alternative Performance
Measures (APMs) 106
K. EU Taxonomy Reporting Principles 110
L. Consolidated financial statements 2021
and Auditor's report 115
M. Declaration of responsible persons 194
N. Condensed statutory balance sheet
and income statement 195
O. Glossary 197

A. Viohalco

Viohalco S.A.

is listed on Euronext Brussels (VIO) and the Athens Stock Exchange (BIO).

2 VIOHALCO | ANNUAL REPORT 2021

Cenergy Holdings S.A.

a subsidiary of Viohalco, is listed on Euronext Brussels and the Athens Stock Exchange (CENER).

ElvalHalcor S.A.

a subsidiary of Viohalco, is listed on the Athens Stock Exchange (ELHA).

Viohalco S.A. ('Viohalco') is the Belgium-based holding company of leading metal processing companies, which sustainably manufacture aluminium, copper, cables, steel and steel pipes products.

Viohalco companies supply high-quality, innovative products to a diverse range of markets, including building and construction, packaging (rigid, semi-rigid and flexible), transportation (automotive, shipbuilding and rail), energy and power networks (offshore energy, utilities and power grids, renewable energy, gas and liquid fuels), heating, ventilation, air conditioning and refrigeration ('HVAC&R'), water supply, telecom mu nications and printing, along with various industrial applications.

Viohalco's dedicated research, development and innovation ('R&D&I') and technology segment focuses on product innovation, industrial research, technological development, engineering applications and ERP application services, to ensure its companies maintain superior product and service quality.

Viohalco is also active in the real estate sector, predominantly in Greece, mainly through a leading Real Estate Investment Company ('REIC'). Companies in the real estate segment also provide a wide range of additional real estate, property and facility management services to Viohalco subsidiaries.

Production facilities across Greece, Bulgaria, the United Kingdom, Romania, North Macedonia and participations in production facilities in Turkey, Russia and the Netherlands are supported by a strong marketing and sales network. This comprises commercial subsidiaries, agents and distributors, which enable the Viohalco companies to provide comprehensive customer support on a global scale.

Across all segments, Viohalco companies offer products and services that closely align with current global sustainability trends. This reflects their ability to meet the evolving needs and commitments of customers, and their commitment as responsible corporate citizens to operate in a sustainable manner.

Such trends include a growing commitment to a low carbon, circular economy, reflected in rising demand for easily recyclable products, with high recycled content; a clear transition from fossil-fuel consumption to climate neutrality, through the use of renewable energy sources; sustainable urbanisation reflected in the rise of energy-efficient buildings and e-mobility; and ongoing technological advancements.

A significant portion of Viohalco companies' products and solutions caters directly to these trends. These include recyclable aluminium packaging made from secondary raw materials, lightweight and energyefficient aluminium products, copper products with high recycled content for use in energy efficiency and digital applications, circular construction steel products, cables to facilitate the transportation of green energy, steel pipes to support the energy transition, and the development of more environmentally-friendly buildings, among others.

B. Message from the President of the Board of Directors

Viohalco companies delivered strong growth and robust financial performance in 2021, as a testament of their ability to align product offerings with the sustainability megatrends, their measured approach to managing the businesses by optimising utilisation of assets and the implementation of disciplined cost control to drive operating efficiencies.

Viohalco achieved consolidated revenue for the year of EUR 5,375 million, compared with EUR 3,850 million in 2020. Consolidated adjusted EBITDA (a-EBITDA) amounted to EUR 426 million in 2021, up from EUR 294 million in 2020, and consolidated profit before income tax amounted to EUR 276 million, compared to EUR 59 million in 2020.

The aluminium segment delivered growth during the year, responding swiftly to improving market demand and strategically operating in sectors that facilitate the energy transition and climate change mitigation. Additional production capacity secured the previous year, through the installation of a new fourstand tandem hot rolling mill, was effectively utilised strengthening Elval's operational advantage and enabling the business to secure an optimal product mix. Furthermore, the second phase of the segment's EUR 150 million investment programme was successfully initiated, with the development, among others, of a six-high cold rolling mill and new automated laquering line progressing.

Improved market sentiment drove sales volumes in the copper segment, particularly for alloy rods and tubes and flat-rolled products, while improved availability of scrap facilitated an increase in the profitability of Halcor, the copper and alloys extrusion division of ElvalΗalcor. Sofia Med's five-year strategic growth plan remained on track during the year and is expected to be further supported by market conditions which are due to remain favourable in 2022, especially for automotive connectors and energy distribution.

The strength of the cables segment was reflected by solid growth across both its projects and products businesses during the period. Hellenic Cables continued to tender throughout the year and was awarded several new projects in the offshore wind and interconnections markets, as well as other contracts, capitalising on its ability to expand into new markets, while strengthening positions in existing markets. Looking ahead, positive market momentum in the offshore wind sector, the segment's proven ability to expand into new markets and a strong backlog of projects at the end of the year, signals solid growth in the short term. Finally, the segment intends to further leverage its market-leading expertise by further exploring opportunities within the submarine cable industry and the offshore wind sector.

2021 was a challenging year for the steel pipes segment. The energy market rebounded strongly, following a significant decline in energy consumption and prices during the pandemic. This, coupled with continued postponement and cancellation of multiple fossil fuel distribution projects, led to elevated energy process. Several pipeline projects restarted in the second half of the year however, with natural gas remaining the main intermediate fuel in the global energy transition. Throughout the year, the company has also been leading the technological developments for pipelines certified to transport up to 100% hydrogen, following its long R&D programme and innovation strategy, oil and gas company qualifications and geographical differentiation to enhance competitiveness, including a roadmap towards the digitalisation of its processes. Despite challenges, a strong backlog of projects gives the segment cause for optimism in the near term.

In the steel segment, building on gradual improvements in the second half of 2020, uplift in demand from the construction sector coupled with the segment's dominant market position in Greece, the Balkans and Cyprus, led to a remarkable performance compared with the previous year. The benefits of cost reduction efforts initiated in 2020 began to flow through, which, together with better business performance, led to significantly improved profitability for 2021. During 2021, Sidenor was the first steel producer in Greece awarded with the Environmental Product Declaration (EPD) for SD concrete reinforcing steel products (bars and coils, meshes and prefabricated cages) manufactured in Sovel (Almyros, Greece). EPD offers reliable and quantitative information regarding to product's life cycle and is a significant step towards a more sustainable future. Recent investments to new technologies and innovative solutions have long-term strategic value, strengthen our product portfolio with high quality products, further reduce cost and gradual reduce the environmental footprint of our operations.

Covid-19 pandemic-related relief measures relating to commercial real estate brought in by the Greek government in 2020 remained in force throughout the first semester of the year, mainly impacting the hospitality and retail sectors. This continued to have an adverse effect on income at Noval Property, Viohalco's main real estate company. However, the diversity of the segment's portfolio, coupled with the financial strength of its tenants and active asset management, enabled Noval Property to avoid arrears in rent or service charges in the period. It continued its investment programme during 2021 and also initiated new projects. In December 2021, Noval Property issued its first Green Bond Loan of EUR 120 million. The Green Bond Loan, which is listed in the Category of Fixed Income Securities at the Regulated Market of the Athens Stock Exchange, is aligned with the International Capital

Market Association's ('ICMA') Green Bond Principles and will support the decarbonisation of the building sector in Greece. The issuance supports Noval Property's scaling strategy by providing funding to pursue new environmentally accredited investments and sustainable property developments, while diversifying its funding sources and optimising its capital structure.

The year 2021 was also an important year for Viohalco and its subsidiaries in the context of sustainability, as the company created a comprehensive framework under which all the subsidiaries are required to operate. The company created an Environment, Social and Governance Roadmap ("ESG Roadmap") by assessing related risks and opportunities and creating an extensive monitoring system to assess progress over time, while setting improvement targets for the most material issues.

While it is too early to ascertain the full impact of the troubling events in eastern Europe on Viohalco and its companies, Viohalco companies' overall exposure to Ukraine and Russia is minimal and no immediate material impact is expected. The companies have, of course, taken action to mitigate potential disruption and are monitoring the situation closely. Should the crisis be protracted, compounding issues such as inflation and rising energy prices, Viohalco will reassess and amend its approach accordingly. As for the Covid-19 pandemic, despite reaching an inflection point in its trajectory some uncertainty persists. We expect this to continue to impact Viohalco and its businesses, albeit to a lesser extent than in 2020 and 2021. Overall, however, we expect uptrends in demand across Viohalco's product portfolio to continue as normal business operations resume at pace.

In the context of the worldwide climate emergency, Viohalco companies are increasingly well-positioned to benefit from sustainability trends, which will significantly increase demand for circular products. Such products, which are by their nature easily recyclable, produced with high recycled content, and have a low carbon production footprint, constitute a significant proportion of Viohalco's offering. We continue to deploy resources and investments to ensure that our product and service offering remains at the forefront of our industries, while continuing to cater to these trends.

Across the segments, we continue to take a disciplined approach to executing our strategy. We are investing in optimising production capacities and extending our product and service offering, seeking entry into new markets and solidifying our position in existing markets. At the same time, the companies maintain a customercentric approach to marketing and product development and drive operating efficiencies by optimising the utilisation of assets and maintaining disciplined cost control. Viohalco companies continue to prioritise their people, by not only continuing to safeguard their health and wellbeing across all businesses, but also through investment in employee development and training, and new talent. In addition, of paramount importance to all our companies is steadfast adherence to sound business practices, operating in an ethical and responsible manner, and continuously improving their environmental footprint.

Leveraging the strength of our diversified business model and our commitment to our strategic aims, we are confident that Viohalco and its companies will continue to act with agility to turn challenges into opportunities for growth.

Nikolaos Stassinopoulos President of the Board of Directors

C. Business segments

Viohalco operates under the following organizational structure, which comprises seven business segments:

Aluminium

The aluminium segment operates through its aluminium rolling division ('Elval') and the subsidiaries Symetal S.A. ('Symetal'), Elval Colour S.A. ('Elval Colour'), Vepal S.A. ('Vepal'), Bridgnorth Aluminium Ltd ('Bridgnorth Aluminium'), Etem Bulgaria S.A. ('Etem Bulgaria') and Etem S.A. ('Etem').

The segment produces flat rolled and extruded products and solutions for a wide range of markets including packaging, transportation, building and construction, HVAC&R, printing, energy, industrial and engineering applications.

Copper

Through its copper and alloys extrusion division ('Halcor'), and the copper segment's subsidiaries (Sofia Med S.A. ('Sofia Med'), Epirus Metalworks S.A. ('Epirus Metalworks'), Cablel Wires S.A. ('Cablel Wires') and the NedZink BV and HC Isitma joint ventures), manufactures a range of copper, brass and highperformance copper alloys products, as well as titanium zinc products. The copper tubes division has a long history and strong track record of developing products that strengthen its global commercial reach.

Halcor and the copper segment subsidiaries provide innovative and value-adding, solutions. Major product categories include copper tubes and rolled and extruded copper alloy products for a wide range of applications, including plumbing, HVAC&R, renewable energy, construction, engineering, automotive and industrial products, fish farming, all types of coin blanks and enamelled wires.

Cables

Viohalco's cables segment comprises three companies: Hellenic Cables S.A. Hellenic Cables Industry ('Hellenic Cables'), its Greecebased subsidiary Fulgor S.A. ('Fulgor'), and Romania-based Icme Ecab S.A. ('Icme Ecab'), hereafter collectively referred to as 'Hellenic Cables companies'.

The Hellenic Cables companies manufacture land and submarine power cables, telecommunication cables and compounds. Combined, they are the largest cable producer in Greece and Southeastern Europe, exporting to more than 50 countries. A key advantage of the Hellenic Cables companies is their ability to provide turnkey solutions to customers.

Steel pipes

With a manufacturing plant in Greece and extensive expertise in delivering complex projects on a global scale, Corinth Pipeworks S.A. ('Corinth Pipeworks') is a supplier of choice of steel pipes and hollow sections to the energy and construction industries.

Corinth Pipeworks' three main product categories are:

  • steel pipes for onshore/offshore pipelines for gas and liquid fuel, CO2 and hydrogen transportation, which are manufactured in either Corinth Pipeworks' high frequency induction welding unit ('HFW'), the helically-submerged arc welding unit ('HSAW'), or the longitudinal submerged arc welding unit ('LSAW/JCOE');
  • casing steel pipes used in exploratory drillings ('OCTG');
  • hollow structural sections used in the construction sector.

Corinth Pipeworks has extensive experience and a strong track record of implementing complex projects for the energy sector worldwide, both onshore and offshore. The company is an approved supplier to major oil and gas companies and to engineering, procurement and construction ("EPC") contractors.

The Company is ready for the energy shift and is committed in making a positive contribution to the energy transition and to tackle climate change, through new technological solutions that allow the increasing use of renewable sources in the energy mix and through the development of innovative products and the reduction of the carbon footprint of our production activities.

Steel

Sidenor Steel Industry S.A. ('Sidenor Steel Industry'), Stomana Industry S.A. ('Stomana Industry') and their subsidiaries are leading producers of steel products in Southeastern Europe.

The steel segment companies have significant expertise and more than 60 years of experience in the manufacture and distribution of steel products, along with an extensive product portfolio which includes long, flat and downstream steel products.

The steel segment companies produce a range of value-added products and solutions for industries, including building and construction, mechanical engineering, shipbuilding, road and rail, automotive, as well as mining and tunneling applications.

To achieve the optimum balance between operational, commercial flexibility and productivity, the steel segment has adopted the following operational structure:

  • mini-mills;
  • downstream operations for steel product processing; and
  • sales and distribution.

Real estate

Viohalco, through its leading Real Estate Investment Company ('REIC'), Noval Property, creates value by investing in and commercially developing office, logistics, retail, hospitality and residential buildings in Greece and abroad, and by providing a wide range of real estate services to its subsidiaries, through Steelmet Property Services S.A.

In October 2019, Noval Property became a Real Estate Investment Company ('REIC') and an internally managed Alternative Investment Fund, following the award of the necessary licenses by the Hellenic Capital Markets Commission. It is already the second largest Greek REIC in terms of property portfolio value. In December 2021, Noval Property successfully issued a Green Bond Loan of EUR 120 million on the Athens Stock Exchange.

Noval Property's portfolio is diversified and comprises 44 high quality properties, mainly located in Greece and selectively, in Bulgaria. It comprises office buildings, shopping centres, logistics and hotels, with a total built-up area of c. 453,000 sq.m.

Steelmet Property Services supports Viohalco and its subsidiary companies by providing a wide range of centralised real estate, property and facility management services.

R&D&I and Technology

Viohalco's portfolio includes dedicated research, development and innovation ('R&D&I') companies and centres within its subsidiaries. These centres support sustainable growth through the development of innovative and high value-added products, efficient solutions for the optimization of industrial and business processes and the research into the environmental performance of their manufacturing plants.

Notes:

  • Cenergy Holdings S.A. ('Cenergy Holdings') was founded in 2016, following a cross-border merger by absorption of Corinth Pipeworks Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme. Cenergy Holdings is listed on Euronext Brussels and the Athens Stock Exchange.
  • In December 2017, the merger by absorption of Elval by Halcor was concluded, while the latter was renamed to ElvalHalcor Hellenic Copper and Aluminium Industry S.A. ('ElvalHalcor'). ElvalHalcor is listed on the Athens Stock Exchange.

D. Financial highlights 2021

Viohalco companies have clearly articulated growth strategies. Despite operating in different market segments, they share common strategic goals which aim to:

  • optimise production capacity and product offering through continuous innovation;
  • increase penetration of existing and new markets;
  • maintain a customer-oriented approach for marketing and product development;
  • drive operating efficiencies by optimising asset utilisation and cost control; and
  • operate in a sustainable and responsible manner.

The companies have faced a significant number of external challenges in recent years, including economic uncertainty in key operating markets, metal price fluctuations, depressed demand in energy markets and the wider effects of the Covid-19 pandemic.

Despite this, they have maintained a disciplined focus on improving operational performance, implementing a number of initiatives in support of this. Most notably, they have invested heavily in new technologies, R&D&I and upgrading existing facilities, and importantly, have also invested in personnel development, training and safety. These investments have enabled the companies to redefine and improve their product and service offerings across key markets, resulting in the award of numerous significant projects.

Consolidated revenue

amounted to EUR 5,375 million, up 40% versus EUR 3,850 million in 2020.

Robust consolidated EBITDA

reached EUR 514 million, an increase of 80% versus 2020.

Consolidated adjusted EBITDA

increased by 45% to EUR 426 million (2020: EUR 294 million).

Consolidated profit before income tax

amounted to EUR 276 million, compared to EUR 59 million in 2020.

Continued investment

in capacity optimization combined with prudent cost management drove efficiency and supported improved profitability.

Ongoing focus

on developing circular products and services that cater to demand driven by rising sustainability megatrends.

Overview

In 2021, Viohalco reported strong revenue and profitability with many of its companies delivering impressive growth, despite continued challenges. Viohalco's companies continued to optimise asset utilization, while implementing prudent cost controls to drive operating efficiencies. The health and wellbeing of Viohalco companies' employees remained a top priority, and measures to ensure that all employees and other stakeholders stayed safe and healthy remained in force.

In the aluminium segment, the rolling division of ElvalHalcor, Elval, delivered growth during the year responding promptly to improving market demand and strategically supporting sectors that facilitate the energy transition and climate change mitigation. Additional production capacity, provided by the newly installed four-stand tandem hot rolling mill, strengthened Elval's operational advantage and optimized its product mix. The EUR 150 million second phase of the investment programme, which includes among others the six-high cold rolling mill and the new lacquering line, is progressing. Profitability at Symetal improved as the company adapted to market trends, increasing sales of flexible packaging and lidding foil as demand from the U.S. and European markets rose, and absorbed cost pressures related to energy and raw material price increases. Meanwhile, Etem Bulgaria's automotive division launched its new BMW project and finalized related investment projects in the pipeline, with the industrial part of the business experiencing significant growth. Demand at Bridgnorth Aluminium returned to pre-pandemic levels which positively impacted volumes. While the company continued to develop its product mix during the year, cost pressures due to inflation resulted in a weaker financial performance.

Improved market sentiment drove increases in volume in the copper segment, with strong demand across most markets at the start of year continuing throughout 2021. The majority of the copper segment's companies performed well, with increased volume and profitability. Halcor, the copper and alloys extrusion division of ElvalΗalcor, achieved a marginal increase in copper tubes sales, but significant growth in sales of alloy rods and tubes which fully recovered in volumes and profitability. Sofia Med's five-year strategic growth plan remained on track during the year, as sales in both copper and copper alloy rolled products and extruded copper products continued to grow for another year. Healthy demand for enameled wires drove increased sales volumes of Cablel Wires.

The performance of the cables segment was very strong, reflecting solid growth across both the projects and products businesses. All plants maintained a full production schedule throughout the year resulting in further growth in profitability. Hellenic Cables continued its tendering efforts and was awarded several new projects in the offshore wind and interconnections markets, along with frame contracts from major transmission system operators (TSOs). Sales volumes of the products business unit increased as a result of an upturn in demand and the unit's successful commercial strategy. Investment in Hellenic Cables' submarine plant in Corinth to expand its inter-array cables capacity continued during the year and is almost complete. By the end of the year, the order backlog of the segment exceeded EUR 650 million.

The steel pipes segment experienced a challenging year. A recovery in energy consumption from depressed levels during the pandemic, coupled with reduced supply capacity because of the postponement and cancellation of multiple fossil-fuel distribution projects, led to exceptionally high energy prices. In the second half of 2021, however, several pipeline projects resumed to facilitate the transfer of natural gas, the key intermediate fuel in the global energy transition. Initiatives to enhance Corinth Pipeworks' competitive advantage continued, including the delivery of a programme of major energy company qualifications and the development of pipelines certified to transport up to 100% hydrogen. Finally, at the end of the year, the backlog increased reaching EUR 350 million.

The steel segment experienced a gradual uplift in demand during the year and maintained its dominant market position in Greece, the Balkans and Cyprus. The combination of these factors led to a remarkable performance for the year which, coupled with the emerging benefits of cost reduction efforts initiated in 2020, resulted in significantly improved profitability. During the year, Sidenor was the first steel producer in Greece to be awarded the Environmental Product Declaration (EPD) for SD concrete reinforcing steel products. This certification provides important information on a product's life cycle, vital to improving sustainability in production. In addition, recent investments in new technologies and innovative solutions are expected to deliver long-term strategic value, strengthen the segment's product portfolio, further reduce costs and gradually limit the environmental footprint of operations.

In the real estate segment, Noval Property continued its invest ment programme during 2021. Among other projects, the expansion of the River West shopping centre was completed, boosting the value of investment property and increasing rental incomes for the REIC. In addition, the fourth quarter of 2021 saw Noval Property acquire (in a joint venture with a real estate fund) a prime plot of land in Athens, where a large-scale environmentally friendly office complex will be developed.

Ιn November 2021, ElvalHalcor successfully issued a EUR 250 million Bond Loan. In December 2021, Noval Property successfully issued a Green Bond Loan of EUR 120 million. Both bonds have a seven-year term and are listed on the Athens Stock Exchange.

Finally, in 2021 Viohalco developed a comprehensive plan and a roadmap for its subsidiaries to monitor all environmental, social and governance risks. This includes tracking a broad range of performance indicators to measure progress and risk mitigation. Furthermore, Viohalco subsidiaries focused on increasing the share of recycled metals used in raw material input, as well as reducing the companies' operational carbon footprint to help their customers reach their own sustainability goals.

Financial overview

Summary consolidated statement of profit or loss

Amounts in EUR thousands 2021 2020*
Revenue 5,374,512 3,850,077
Gross profit 590,645 349,043
EBITDA 514,285 285,340
a-EBITDA 426,017 294,463
EBIT 374,396 153,321
a-EBIT 286,128 162,443
Net finance cost -95,882 -92,307
Profit before tax 275,984 59,273
Profit for the period 219,989 32,771
Profit attributable to owners
of the Company
194,994 21,377

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision 'Attributing Benefit to Periods of Service'.

Viohalco's consolidated revenue for 2021 was EUR 5,375 million, up 40% compared to 2020 (EUR 3,850 million), reflecting an upturn in demand across almost all segments and the rise in metal prices.

Consolidated a-EBITDA increased by 45% to EUR 426 million for 2021 (2020: EUR 294 million).

Net finance cost stood at EUR 95.9 million (2020: EUR 92.3 million).

Viohalco's consolidated profit before income tax for the period amounted to EUR 276 million, compared to EUR 59 million in 2020, mainly attributable to the noticeable recovery of the steel segment, the solid growth across both the projects and the products business of the cables segment and the continuous rise in demand of the aluminium and copper segments.

Summary consolidated statement of financial position

Amounts in EUR thousands 31/12/2021 31/12/2020*
Fixed & intangible assets 2,446,354 2,302,552
Other non-current assets 74,450 75,126
Non-current assets 2,520,805 2,377,678
Inventory 1,469,840 1,074,589
Trade and other receivables
(incl. contract assets)
724,907 515,976
Cash and cash equivalents 503,267 219,161
Other current assets 19,602 10,109
Current assets 2,717,616 1,819,835
Total assets 5,238,420 4,197,513
Equity 1,655,594 1,395,253
Loans and borrowings 1,294,093 1,001,986
Other non-current liabilities 222,987 215,586
Non-current liabilities 1,517,080 1,217,572
Loans and borrowings 848,145 746,010
Trade and other payables
(incl. contract liabilities)
1,145,287 807,130
Other current liabilities 72,314 31,548
Current liabilities 2,065,746 1,584,687
Total equity and liabilities 5,238,420 4,197,513

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision 'Attributing Benefit to Periods of Service'.

Capital expenditure for the period amounted to EUR 266 million (2020: EUR 285 million), mainly attributable to the aluminium segment's investment programme (including the advanced six-high cold rolling mill and automated lacquering line), investments in Hellenic Cables' submarine cables production plant in Corinth, and infrastructure improvement investment in the steel segment.

Working capital increased by 30%, or EUR 235 million, compared to 31 December 2020, as a result of the increases in metal prices and sales volumes.

Viohalco companies' net debt increased to EUR 1,684 million (31 December 2020: EUR 1,581 million) before IFRS 16 adjustment, mainly attributed to the increase in working capital. After adjusting for IFRS 16, net debt amounted to EUR 1,664 (31 December 2020: EUR 1,560 million).

Performance by business segment

Amounts in
EUR thousands
Revenue EBITDA a-EBITDA EBIT EBT
Segments 2021 2020* 2021 2020* 2021 2020* 2021 2020* 2021 2020*
Aluminium 1,677,918 1,167,735 138,327 89,875 122,508 94,968 79,234 35,899 59,556 21,529
Copper 1,563,775 1,066,014 94,338 47,680 60,465 52,084 77,672 32,413 58,979 16,000
Cables 757,170 568,615 84,287 72,046 89,623 81,495 67,629 56,929 45,754 35,549
Steel pipes 225,067 304,824 555 21,106 14,141 22,020 -8,305 12,251 -15,407 1,575
Steel 1,067,782 677,939 160,316 29,917 123,654 33,603 134,716 826 108,943 -24,776
Real estate 18,667 10,041 27,921 20,409 6,618 6,511 19,144 14,463 15,347 10,511
Other activities 64,134 54,909 8,541 4,308 9,008 3,781 4,307 540 2,813 -1,114
Total 5,374,512 3,850,077 514,285 285,340 426,017 294,463 374,396 153,321 275,984 59,273

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision 'Attributing Benefit to Periods of Service'.

Revenue in EUR million % per segment

Outlook

In 2022, Eurozone inflation, rising energy prices and geopolitical tension are expected to affect the business during the year. However, as the pandemic recedes, wider market conditions are expected to be increasingly favourable with recovery across a number of markets, including the automotive, industrial and construction sectors, among others. Encouraging upward trends in demand for products and services across Viohalco's segments are evident.

While it is too early to ascertain the full impact of the troubling events in eastern Europe on Viohalco and its companies, overall exposure to Ukraine and Russia is minimal and, as such, no immediate material impact is expected. Viohalco and its companies have taken action to any mitigate potential disruption and are monitoring the situation closely. Should the crisis be prolonged compounding issues, such as inflation and rising energy prices, Viohalco will reassess and amend its approach accordingly.

Viohalco companies are very well-positioned to benefit from sustainability trends which increase demand for low carbon products. Such products, which are also highly recyclable, are produced with high recycled content, contributing to a circular economy and replacing primary metals with much higher carbon content, make up a significant proportion of Viohalco's offering and are expected to be in high demand during 2022 and beyond.

Viohalco will continue to take a dynamic approach to executing its strategy, which is already delivering tangible results. Its companies plan to invest further in optimizing production capacities and will maintain a sharp focus on innovation to extend their product and service offering, enhancing their competitive advantage. On an ongoing basis, Viohalco companies will seek to enter new markets and solidify positioning in existing markets, maintaining a customer-oriented approach to marketing and product development. Furthermore, they will continue to prioritize their people, safeguarding their health and wellbeing, and investing in employee development, training, and attracting new talent. Finally, Viohalco companies maintain their strong commitment to sustainability, as they continue to support the energy transition and endeavor to capture global megatrends.

E. Business segments' review

Aluminium

2021 : 138,327 2020: 89,875

Aluminium segment

Activities

Viohalco's aluminium segment, through its aluminium rolling division ('Elval'), and its subsidiaries Symetal, Elval Colour, Vepal, Bridgnorth Aluminium, Etem Bulgaria and Etem, manufacture a variety of aluminium rolling and extrusion products for a wide range of markets and applications.

The aluminium segment offers rolled products and solutions for:

  • Packaging (rigid and flexible packaging solutions, beverage and food cans, closures, household products, pharmaceutical and aseptic packaging foil);
  • Transportation (automotive, marine, road and rail industries, as well as the HVAC&R sector);
  • Construction (mill finish and coated aluminium sheets and coils for the entire building envelope, such as etalbond® aluminium composite panel, orofe® and Ydoral® coated coils, sheets and strips for roofing applications and rain gutters);
  • Industrial applications (aluminium sheets, coils and circles

for general engineering, renewable energy and household applications);

  • Lithographic coils used as a substrate in the manufacture of printing plates;
  • Extruded products;
  • Architectural systems (aluminium systems for doors, windows, dynamic building facades, curtain wall systems, interior applications, corporate ID applications, sun shading systems, rolling shutters, ventilated façades systems and security systems);
  • Industrial aluminium applications (aluminium profiles and processed hard alloy bars for industrial use, general engineering applications, building applications, energy applications and transportation);
  • Automotive applications (extruded aluminium profiles and parts that have undergone special tooling and machining and are used in car chassis, suspension systems and doors and decorative aluminium profiles for roof railings, aluminium composite panels for special automotive applications).

■ Production facilities

Viohalco's aluminium companies operate the following state-of-the-art production facilities:

Plant Production focus Annual
production
capacity
Quality and management systems certifications
Elval rolling plant
(Oinofyta, Greece)

The aluminium segment's main production facility

Flat rolled aluminium products for contemporary
applications in packaging, building and construction,
375,000 tons ISO 9001:2015, IATF 16949:2016, ISO 14001:2015,
ISO 45001:2018, ISO 50001:2018, ASI Performance Standard,
ASI Chain of Custody Standard, AS9100D, ISO 27001:2013
sea, road and rail transportation, automotive, industrial,
energy, cookware and HVAC&R markets
Certified for the design, production and sale of aluminium rolled
/mill finish painted products, and the manufacture of aluminium
rolled products for the automotive industry and aviation industry.
Certified plant for responsible production, sourcing and steward
ship of aluminium.
Certified products, manufactured from material sourced and pro
cessed within responsible supply chains,
Certified by all major classification societies as an approved man
ufacturer for shipbuilding products (ABS, BV, DNV.GL, KR, LRS,
RINA and NK).
Anoxal
(Agios Thomas, Greece)

Recycling and casting aluminium

Manufacturing billets and slabs
50,500 tons ISO 9001:2015, ISO 14001:2015, ΙSO 45001:2018
Vepal
(Thiva, Greece)

Aluminium products for the construction, food and
automotive industries
40,500 tons ISO 9001:2015, ISO 14001:2015, ΙSO 45001:2018
Elval Colour
(Agios Thomas, Greece)

Extensive range of coated aluminium products and
aluminium composite panels for facades

Extensive range of coated aluminium products and
aluminium composite panels for facades

A series of advanced performance products that are
dedicated to the improvement of the environmental
efficacy on buildings, increase in the durability of
building facades and roofing while resulting in the
reduction of their impact on the environment
ISO 9001:2015, ISO 14001:2015, ΙSO 45001:2018, ISO 50001:2018,
ISO 14064:2018, ASI Performance Standard
Symetal aluminium foil
rolling plant
(Oinofyta - Viotia,
Greece)

Plain aluminium foil in a wide range of gauges and alloys
for various usages such as flexible and pharmaceutical
packaging, food containers, automotive rechargeable
batteries and various other technical applications (e.g.
cable insulations and heat exchangers)
52,000 tons ISO 9001:2015, IATF 16949:2016, ISO 14001:2015,
ISO 50001:2018, ISO 45001:2018
Symetal aluminium foil
converting plant
(Mandra - Attica,
Greece)

Conversion of aluminium foil into packaging applications

Aluminium foil coating and/or paper lamination for
products used in food, pharmaceutical and tobacco
industries
26,000 tons ISO 9001:2015, ISO 14001:2015, ISO 50001:2018, ISO 45001:2018,
ISO 15378:2017, ISO 22000:2018, FSSC 22000 (v.5), FDA/IMS Cer
tificate, FSC® Chain of Custody, ASI Performance Standard
Registered under the European Commission Eco-Management and
Audit Scheme (EMAS) for environmental management.
Viomal
(Nea Artaki - Evia,
Greece)

Aluminium rolling shutters for windows and garage doors

Fly screen systems

Pleated net production
30 M meters ISO 9001:2015, ISO 14001:2015
Bridgnorth Aluminium
(Bridgnorth, UK)

Lithographic aluminium coils

Semi-finished aluminium coils

Electrical aluminium strip for transformer windings
127,000 tons ISO 9001:2015, ISO 14001:2015, ΙSO 45001:2018,
ASI Performance Standard (v2 2017)
Etem – Gestamp
Bulgaria

Profiles for industrial application in the transportation,
automotive, shipbuilding, electronic and photovoltaic
30,000 tons Accredited TIER 2 and TIER 1 automotive supplier.
(Sofia, Bulgaria) industries Certified for the production of crash-relevant aluminium profiles.
IATF 16949:2016, ISO 9001:2015, ISO 14001:2015,
ΙSO 45001:2018, QUALICOAT, EN 15088:2005
Etem
(Magoula- Attica,
Greece)

Aluminium extrusion

Architectural systems

Industrial profiles
18,000 tons ISO 9001:2015, ISO 45001:2018, ISO 14001:2015, EN 15088:2005,
ATG, QUALICOAT SEASIDE CLASS,
EPD (Environmental Product Declaration)

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 1,677,918 1,167,735
Gross profit 147,873 100,469
Gross profit (%) 8.8% 8.6%
EBITDA 138,327 89,875
EBITDA (%) 8.2% 7.7%
a-EBITDA 122,508 94,968
a- EBITDA (%) 7.3% 8.1%
EBIT 79,234 35,899
EBIT (%) 4.7% 3.1%
a-EBIT 63,415 40,992
a-EBIT (%) 3.8% 3.5%
Profit before tax 59,556 21,529
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

■ 2021 Financial performance

In 2021, revenue increased by 44% to EUR 1,678 million (2020: EUR 1,168 million), while profit before income tax amounted to EUR 60 million (2020: EUR 22 million).

Elval, ElvalHalcor's aluminium rolling division, recorded strong growth for the year, as a result of responding swiftly to increased market demand through an expanded product offering, and a robust and agile business model. Elval's innovative solutions portfolio, primarily aimed at the packaging, transportation, and building and construction sectors, strategically supported market segments that facilitate the energy transition and climate change mitigation. Sales volumes at Elval increased significantly by 19%, compared with 2020 (2021: 331k tons; 2020: 279k tons), mainly due to high demand in the packaging and transportation sectors during the year. The final determination of antidumping duty (AD) in March 2021, which calculated a final dumping margin of 0% for imports from ElvalHalcor, positively affected sales growth in the US market. Moreover, the combination of market optimism and increased demand in aluminium products led to a rapid rise in the London Metal Exchange's (LME) average cash price per ton, amounting to EUR 2,101 in 2021 (2020: EUR 1,490). Additional production capacity provided by the newly installed four-stand tandem hot rolling mill, further strengthened Elval's operational advantage and secured an optimum product mix. The EUR 150 million second phase of the investment programme, which includes among others the six-high cold rolling mill and the new automated lacquering line, is also progressing.

Elval strengthened customer relationships across all geographies and capitalized on favourable market conditions and strong demand. It focused on embedding business practices and emerging technologies that support responsible production and sustainable supply chains and certified its production facility to the Aluminium Stewardship Initiative (ASI) Chain of Custody Standard. This complements the ASI Performance Standard, enabling Elval to offer customers ASI-certified aluminium products manufactured from material sourced and processed within responsible supply chains certified by the ASI. Elval also received AS9100D Standard certification, the International Quality Management System Standard for the Aviation, Space and Defense (AS&D) industry. Aluminium is the dominant metal in aerospace engineering and, with the AS9100D Standard certification, Elval can expand its solutions portfolio offering and pursue opportunities across the aerospace supply chain.

At Symetal, while demand for aluminium foil products increased rapidly during the year, foil deliveries were adversely impacted by supply chain disruption, the increased cost of raw materials and rising energy prices. Having adapted successfully to market trends, however, Symetal increased profitability by focusing on the sale of higher valueadded products. The company increased sales of flexible packaging and lidding foil, as demand from U.S. and European markets rose throughout the year, and successfully absorbed cost pressures related to energy and raw material price increases. Symetal also invested in the production of sustainable and high value-added products in response to global trends. The company initiated the installation of a new lacquering line in Mandra plant, Greece, which will commence operations in early 2022 and will gradually increase the production of lacquered foil products.

Etem Bulgaria's automotive division launched its new BMW project in 2021, while other projects in the pipeline entered final preparation stages. The company's sales were not impacted by the microchip supply crisis or other supply chain difficulties during the year, and the industrial part of the business grew by approximately 38%, in terms of volume, compared with 2020. The company's investment plan was supported by healthy free cash flow, despite increased energy costs and a rally in aluminium prices.

The optimization of Etem Greece's product portfolio, together with operational improvements and increased production at the Magoula plant, Greece, led to an improved performance in 2021. Etem Greece posted double-digit volume growth in its core architectural systems sales business, while its custom-tailored industrial profiles sector also saw significant volume growth.

At Bridgnorth Aluminium, demand returned to pre-pandemic levels and the company recorded its second highest annual volume in its history. The company continued to develop its product range, supplied increased volumes to the rigid packaging and distribution sectors, and installed a coil levelling and sheeting line. Financially, Bridgnorth Aluminium faced inflationary headwinds from significant increases in LME premium, energy costs, freight, and packaging.

■ Outlook

By processing aluminium, with its recyclable properties and numerous rolling possibilities, to manufacture products and provide solutions that enable a more sustainable future, Elval is strategically positioned to capture growth opportunities created by the global response to climate change, quest for energy efficiency and the move to the circular economy. New investments, including the sixhigh cold rolling mill and the automated lacquering line, will further enhance product quality, securing the long-term capacity, efficiency, and flexibility to execute Elval's strategic priorities.

Going forward, Symetal remains focused on capitalising on demand for lacquered products and flexible packaging foil, retaining market share in the flexible packaging market, and increasing production of lacquered products once the new lacquering line investment is complete.

In 2022, sales growth across both the automotive and industrial businesses is expected, following the expansion of production capacity and encouraging evidence of continued strong demand. Challenges remain, however, as energy costs and eurozone inflation rates continue to rise.

Looking ahead, Etem will remain focused on increasing its share of architectural profiles in its home markets (the key Balkan countries) and will continue to implement strategic and operational improvements to enhance value.

Looking ahead, Bridgnorth's demand levels are expected to remain robust throughout 2022, and the company is well positioned to mitigate the effect of inflationary pressures. In addition, the company plans to further develop its product range and customer mix.

Further information about the companies is available on their corporate websites: Elval: www.elval.com Symetal: www.symetal.gr Bridgnorth Aluminium: www.bridgnorthaluminium.co.uk Elval Colour: www.elval-colour.com Etem (Greece): www.etem.gr Viomal: www.viomal.com

Copper

EBITDA (EUR thousands)

2021 : 94,338

2020: 47,680

Copper segment

Activities

The copper segment companies manufacture a wide range of copper, brass and high-performance copper alloys products, as well as titanium zinc products. The segment comprises a copper and alloys extrusion division ('Halcor'), and its sub sidiaries Sofia Med S.A., Epirus Metalworks S.A., Cablel Wires S.A., and the NedZink BV and HC Isitma joint ventures.

Halcor offers a diverse product range including copper and brass tubes, along with extruded and rolled products. It continuously seeks to grow its network and market share, both in Europe and the rest of the world, via its subsidiaries and commercial partners, and by entering new markets, investing in innovative sustainable technologies, and delivering high added-value products and solutions.

The main product categories of Halcor and the copper segment are:

• Copper tubes: Talos®, Talos® Ecutherm, Cusmart®, Talos® Plastic Coated, Talos® Gas, Talos® Med, Talos® ACR, Talos® ACR Inner Grooved, Talos® ACR Ecutherm™, Talos® ACR Ecutherm II, Talos® Geotherm, Talos® Ecutherm Solar, Talos® Solar Plus, Talos® ACR Linesets, Talos® Form, Talos® Sprinkler, Talos® XS, Talos® Plated, Talos® S80 and Talos® S60.

  • Rolled products: all shapes strips (including hot dip tinned surface),reoofing strips Doma® foil, sheets, Sheets for roofing Doma® discs, circles and plates in all alloys as copper, brass and special high performance alloys.
  • Extruded products: copper bus bars, rods, wires, profiles, fabricated parts with tin and silver surface coating (electroplating) options, brass copper alloy rods and tubes, sections and wires, and UR30® copper alloy wire and net cages for aquaculture and fish farming.
  • Coin blanks: monochrome coin blanks, outer rings for bico lour blanks, inner blanks for bi-colour blanks, elect roplated bi-colour coin blanks and assembled bicolour coin blanks in a wide range of colors and material combinations.
  • Rolled titanium zinc products: coils, strips, sheets, accessories.
  • Enamelled wires: round and rectangular copper wires, round aluminium wires, copper welding wires.

■ Production facilities

The copper segment's industrial base comprises the following manufacturing facilities:

Plant Production focus Annual
production
capacity
Quality and management systems certifications
Halcor foundry
(Oinofyta, Greece)

Semi-finished copper

Copper alloys

Brass products in billet and slab form
235,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018
Halcor copper tubes
(Oinofyta, Greece)
Copper tubes for:

Building installations including plumbing, heating,
floor heating and cooling, natural and interior gas
networks, HVAC&R, solar system application, industrial
networks and fittings.

HVAC&R applications including heating, ventilation,
air-conditioning, refrigeration, heat exchangers, heat
pump systems and fittings.

Renewable energy applications including solar panels,
solar system networks, geothermal heating and
cooling.

Industrial applications including heating, ventilation,
air-conditioning, refrigeration, heat exchangers,
electrical and mechanical engineering.
80,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018
Halcor extrusion for
brass and copper alloy
products
(Oinofyta, Greece)

Solid and hollow copper alloy rods and sections

Copper alloy wire and bars

Seamless and welded copper alloy tubes of different
cross-sections

Copper alloy wire cage nets for farming aquaculture
40,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018
Products comply with several quality specifications (EN, DIN, BS,
ASTM, JIS)
Sofia Med copper and
copper alloys
processing plant
(Sofia, Bulgaria)

Copper, brass, high performance rolled products

Copper bus bars

Rod profiles

Wires

Additional capabilities for tintin and silver plating
140,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, ISO
26000:2010,
ISO 50001:2011, IATF 16949:2016
Cablel Wires enameled
wires plant
(Livadia, Greece)

Copper and aluminium enameled wires (round and
rectangular)
8,500 tons copper
and aluminium
enameled wires
3,500 tons bare wires
ISO 9001 :2015, ISO 14001 :2015, ISO 45001:2018,
IATF 16949:2016, ISO 50001:2018
Epirus Metalworks
(Epirus, Greece)

All types of coin blanks

Rings for bi-colour coins
10,000 tons ISO 9001:2015, ISO 14001:2015, ISO 50001:2018
HC Isitma
(Gebze, Turkey)

Ecutherm copper tubes

Corrugated A/C drain hoses
10,000,000 m.
NedZink
(Budel-Dorplein, the
Netherlands)

Titan zinc coils, sheets, strips, gutters and other
accessories for roofing
36,000 tons NEN-EN-ISO 9001:2015

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 1,563,775 1,066,014
Gross profit 125,054 73,940
Gross profit (%) 8.0% 6.9%
EBITDA 94,338 47,680
EBITDA (%) 6.0% 4.5%
a-EBITDA 60,465 52,084
a- EBITDA (%) 3.9% 4.9%
EBIT 77,672 32,413
EBIT (%) 5.0% 3.0%
a-EBIT 43,800 36,817
a-EBIT (%) 2.8% 3.5%
Profit before tax 58,979 16,000
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

■ 2021 Financial performance

Revenue amounted to EUR 1,564 million versus EUR 1,066 million in 2020, driven by increased sales volumes and an uptrend in the price of copper. Profit before income tax amounted to EUR 59 million (2020: EUR 16 million).

Strong demand across most markets at the start of the year was maintained throughout 2021. The majority of the segment's companies performed well in their respective markets, with recovery in copper alloy markets and continued growth in the flatrolled products market boosting sales volumes. The average price of copper stood at 7,881 EUR/t compared with 5,395 EUR/t in 2020, as metal prices continued to rise across international markets throughout 2021. Copper tube sales amounted to 75.3k tons in 2021 compared with 74.6k tons in 2020, growing by 0.9%, as strong demand was offset by capacity constraints and an unscheduled shutdown of Halcor's copper tubes plant in Oinofyta. Overall profitability grew also due to improved availability of scrap in the first three quarters. In the last quarter of 2021, the effects of supply chain disruption due to the pandemic became more prominent, but were mitigated with spot material supplies in response to delayed shipments and lower scrap availability. In addition, efforts were made to pass on the effect of rising energy prices to conversion prices. Finally, healthy demand for enameled wires supported increased sales volumes of Cablel Wires against the prior year.

Sofia Med's five-year strategic growth plan is on track, and the company continued to gain market shares and volumes, with a year-on-year sales growth of 8.7%. Market conditions were favourable, with automotive connectors and energy distribution experiencing particularly strong demand. Sofia Med adjusted its production and product portfolio to align with prevailing market dynamics more closely, focusing on more demanding products. This will enable the company to continue expanding its customer base and market share in the coming years, especially since it has now received approval as a "regular supplier" from key international customers with high demand and potential.

■ Outlook

In 2022, market conditions in the copper segment are expected to remain favourable as the pandemic gradually recedes. The tubes mill is operating almost at capacity and, as such, current efforts are focused on improving efficiency and increasing output. Production of copper and copper alloy rolled products is expected to continue rising, as the factors driving long-term demand are sustained. Finally, continuous investment in higher value-added products is expected to lead to further product portfolio improvements and copper segment profitability.

Further information about the companies is available on their websites:

Halcor: www.halcor.com Sofia Med: www.sofiamed.com Cablel Wires: www.cablelwires.com Epirus Metalworks: www.epirusmetalworks.com NedZink: www.nedzink.com

Aluminium products

Copper products

ElvalHalcor S.A.

Formed in December 2017, through the merger of Elval, a leading European aluminium rolling company, and Halcor, the largest copper tubes producer in Europe, ElvalHalcor Hellenic Copper and Aluminium industry S.A. ('ElvalHalcor') is a leading global industrial manufacturer of aluminium and copper products.

As a combined entity, ElvalHalcor leverages synergies in innovation, technology, R&D&Ι, procurement, marketing, infrastructure and sustainability to produce high-quality, value added solutions for customers globally. ElvalHalcor's success is driven by its customer-focused philosophy, commercial export efforts and continuous innovation achieved through ongoing investment in R&D&I.

The company has over 80 years of experience, a strong production base across 16 industrial units, a market presence in over 90 countries, and highly experienced specialist personnel.

ElvalHalcor is a key player in the non-ferrous metals industry. It effectively navigates the challenges of the evolving business environment, whilst generating value for its stakeholders through sustainable growth and development.

ElvalHalcor is active in a number of dynamic, growing markets, including:

  • Packaging (food and beverages);
  • Road, sea and rail transportation;
  • Automotive;
  • Heating, ventilation, air conditioning and refrigeration ('HVAC&R');
  • Building and construction;
  • Renewable energy;
  • Shipbuilding
  • Energy and power networks;
  • Electronics and electrical;
  • Water supply;
  • Industrial and engineering applications;
  • Other applications.

ElvalHalcor is listed on the Athens Stock Exchange (ELHA).

Further information on ElvalHalcor is available on the website: www.elvalhalcor.com

Cables

EBITDA (EUR thousands)

2021 : 84,287

2020: 72,046

Cables segment

Activities

The cables segment comprises three companies: Hellenic Cables S.A., Greece-based Hellenic Cables Industry ('Hellenic Cables') and its subsidiary Fulgor S.A. ('Fulgor'), and Romania-based Icme Ecab S.A. ('Icme Ecab'). Hereafter collectively referred to as the 'Hellenic Cables companies'.

The Hellenic Cables companies are approved suppliers to some of the largest international electricity network operators and have one of the biggest and most advanced submarine cable plants in the world. They offer a variety of products including underground and submarine power cables (low, high and extra high voltage), telecommunications cables, enameled wires, copper wires and compounds.

Over the past decade, the Hellenic Cables companies have collectively established themselves as the largest producer of cables in Greece and Southeastern Europe. They have a strong international focus, exporting to more than 50 countries worldwide.

Their key product categories are as follows:

  • Power cables: low, medium, high and extra high voltage submarine and land cables, umbilical cables, subsea flexible pipes, control cables, cables for industrial applications and external installations, fire-retardant, fire-resistant and halogen-free cables, marine cables, copper and aluminium conductors, ACSR and ACSS/TW conductors;
  • Telecommunications cables: conventional telephone cables, telephone exchange and data transmission cables (LAN), fibre-optic (single-mode and multi-mode), submarine cables, and signaling cables;

• Plastic and rubber compounds: PVC-based plastic compounds, low smoke halogen free polyolefin-based plastic compounds and rubber compounds.

The Hellenic Cables companies have an established Project Management Office ('PMO') and, where appropriate, use their own specialised assets, trained personnel, and experienced subcontractors to offer complete "turnkey" projects in Greece and internationally. The cable companies' capabilities include the following:

  • System design and engineering;
  • Cable route survey;
  • Design and manufacture of suitable underground and submarine cable types;
  • Loading and transportation of cables to the project site;
  • Installation of cables (with the use of specialised cable laying vessels for submarine cables);
  • Protection of cables along cable routes;
  • Supply and installation of repair joints, transition joints and cable terminations;
  • Supply and installation of terminal equipment;
  • System testing and commissioning;
  • Project management;
  • Training of customer personnel in system operations;
  • Provision of maintenance and repair solutions.

Hellenic Cables and its subsidiary, Fulgor, were recently awarded several high-profile projects by major utilities companies across Europe. This is testament to the leading positions that the Hellenic Cables companies have established in both the submarine cable manufacturing sector and the wider global offshore energy industry.

■ Production facilities

The cables segment's production base comprises five plants:

Plant Production focus Annual
production
capacity
Quality and management systems certifications
Hellenic Cables power
and optical fibres
Cable plant
(Thiva, Greece)

Low voltage ('LV') power cables

Medium voltage ('MV') power cables

High voltage ('HV') power cables

Extra high voltage ('EHV') power cables up to 500 kV

Fibre optic cables
60,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018, ISO 22301:2019, ISO 27001:2013
Authorised Economic Operator (AEO), Safety Culture Ladder-Step
4, VCA/SCC, Petrochemicals 2017/6.0
Fulgor Submarine
cable plant and port
(Corinth, Greece)

MV submarine power cables

HV submarine power cables

Fiber optic submarine cables

LV, MV and HV power cables

Copper and aluminium wire rods

50,000 tons of
cables

120,000 tons of
8mm diameter
copper wire rod
ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018, ISO 22301:2019, ISO 27001:2013
Authorised Economic Operator (AEO), Safety Culture Ladder-Step
4, VCA/SCC, Petrochemicals 2017/6.0
Icme Ecab power and
telecom cables plant
(Bucharest, Romania)

Cables for indoor installations, energy, control, industrial
and external applications,

LV and MV power cables

Fire-retardant, fire-resistant and halogen-free cables

Mine cables

Marine and special-requirement cables

Telecommunication cables (including signaling, remote
control and data transmission)

Copper and aluminium conductors

Plastic and rubber compounds
50,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018
Hellenic Cables plastic
and rubber
compounds plant
(Oinofyta, Greece)

PVC and rubber compounds
24,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018, ISO 27001:2013
Lesco Ltd wooden
packaging products
plant
(Blagoevgrad,
Bulgaria)

Wooden reels and pallets
16,500 tons Authorised Economic Operator (AEO)

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 757,170 568,615
Gross profit 94,442 81,605
Gross profit (%) 12.5% 14.4%
EBITDA 84,287 72,046
EBITDA (%) 11.1% 12.7%
a-EBITDA 89,623 81,495
a- EBITDA (%) 11.8% 14.3%
EBIT 67,629 56,929
EBIT (%) 8.9% 10.0%
a-EBIT 72,964 66,379
a-EBIT (%) 9.6% 11.7%
Profit before tax 45,754 35,549
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

■ 2021 Financial performance

Revenue for the segment amounted to EUR 757 million (2020: EUR 569 million) and profit before tax to EUR 46 million (2020: EUR 36 million).

The performance of the cables segment reflects strong growth in both the projects business, owing to efficient execution of recent orders, and the products business, as a result of significant increases in the volume of cables products compared with 2020. Additionally, all plants maintained a full production schedule, resulting in further growth in profitability.

Hellenic Cables continued its tendering efforts and was awarded several new projects in the offshore wind and interconnections markets, along with frame contracts from major transmission system operators (TSOs). At the same time, a number of projects were successfully delivered, in full or partially, throughout 2021 including:

  • The 178 km-long submarine and underground electrical interconnection between Crete and Peloponnese in Greece, one of the most demanding projects ever completed worldwide (the longest and deepest – 1,000m – HVAC interconnection). This was successfully installed and electrified in May.
  • Electrical tests of the 150 kV high voltage submarine cable, that

connects Skiathos island to the Greek National Transmission System, were successfully completed early in 2021.

  • The production of all 66kV inter-array cables for the Seagreen offshore wind farm in the UK was completed and deliveries are expected to be concluded early in 2022.
  • Production for phase B of the Hollandse Kust Zuid project in the Netherlands was also completed, with delivery of the two 220kV subsea cables completed in the second quarter of 2021.
  • Production for the submarine cables for the Kafireas II Wind Farm interconnection in Greece was concluded, on schedule, during Q4 2021.

Sales volumes for the products business unit increased by 14% in 2021, as a result of an upturn in demand and successful commercial strategy. This, together with improved product mix, positively impacted the segment's profitability. Finally, investment in the Hellenic Cables' plant in Corinth to expand the inter-array cables capacity is almost complete.

■ Outlook

Building on its strong performance in 2021, and considering the current macroeconomic environment, the cables segment is expected to continue to benefit from a robust set of secured projects and significant new orders (e.g. the Sofia Offshore Wind Farm (OWF) project in the UK, and the Vesterhav OWF project in Denmark, among other). Positive market momentum, indicating strong potential in the offshore wind sector, and the segment's proven ability to expand into new markets, signals solid growth in the short term. The submarine projects business is expected to retain high-capacity utilisation throughout 2022, driving profitability across the entire segment. Additionally, the announced possible partnership with Ørsted, world leader in offshore wind development, for the establishment of a submarine inter array cable factory in the State of Maryland, USA, is an example of opportunities created by the market's positive potential. In the onshore projects business, several awards in the UK reflect Hellenic Cables' continuous presence and investment in this market, while its strong positioning in other markets, such as the Eastern Mediterranean and Central Europe, points to expected robust growth in this business. 3In the cable products business unit, increased demand in the main markets of Western Europe, the Middle East and the Balkans, is expected to be maintained, as both the construction and industrials sectors continue to rebound. In addition, recently signed frame contracts secure increased levels of capacity utilization over the coming years, while initiatives for further geographical diversification continue to strengthen revenue streams. By the end of 2021, the order backlog exceeded EUR 650 million.

The cables segment's operational focus remains the successful execution of existing projects and securing the award of new projects, while exploring possible new business opportunities around the globe.

Further information about Hellenic Cables is available on the website: www.hellenic-cables.com

37

Steel Pipes

@SapuraEnergy

Steel Pipes segment

CPW America Pipeworks

Corinth

Steel pipes

Activities

Corinth Pipeworks Pipe Industry S.A. ('Corinth Pipeworks') is a global supplier of high-quality steel pipes and hollow sections for the energy and construction sectors.

It is a subsidiary of Cenergy Holdings, which was formed through the cross-border merger of Corinth Pipeworks and Hellenic Cables. Corinth Pipeworks has extensive experience and a strong track record of implementing complex projects for the energy sector worldwide, both onshore and offshore.

Corinth Pipeworks' three main product categories are:

  • Line pipes manufactured either in the plant's high frequency induction welding unit (HFW), or the helically submerged arc welding unit (HSAW) and the longitudinal submerged arc welding unit (LSAW/JCOE).
  • Casing pipes these high-frequency induction welded pipes (HFW) are used in oil and gas extraction drills; their product range was expanded by the installation of an LSAW mill in 2016.
  • Hollow structural sections used in the construction sector.

Services:

• Final site delivery;

  • Storage;
  • Sour service laboratory;
  • Material and corrosion testing (via Corinth Pipeworks' accredited laboratory);
  • Hydrogen testing lab;
  • Pipe coating;
  • Ultra-tight pipe tolerances for special applications;
  • Fixed lengths;
  • Double jointing;
  • Pipe cutting services;
  • Technical consultancy and materials selection.

The Corinth Pipeworks plant has dedicated port facilities at Thisvi Port, just 1.5 km away, enabling the company to reduce raw material transportation costs, offer more competitive product pricing and facilitate faster delivery. The port includes cranes, forklifts, and other machinery, in line with the provisions of the International Ship and Port Facility Security Code.

CPW America is based in Houston, USA and aims to promote Corinth Pipeworks' products and provide customer service to the Group's customers, as well as to customers of other Viohalco companies located in North and South America.

■ Production facilities

The steel pipes segment operates the following production plant:

Plant Production focus Annual
production
capacity
Quality and management systems certifications
Corinth Pipeworks
plant and port
(Thisvi, Greece)

Welded pipes for gas and liquid fuel, hydrogen
transportation, and CO2
transmission (CCS)

Hollow structural sections for the construction industry

Concrete weight coating (enabling the supply of a
complete offshore pipeline package in one location)
925,000 tons ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018, ΑPI Q1, API-5CT-0509, API-5L-0396,
CPW ISO 3834-2, DNV AD 2000- Merkblatt W0 & HP0
(WZ 2537 HH 1), DNV PED 2014-68-EC (DZ 134 HH 1),
DNVGL EN 10219-1 REV.5, ISO 17025:2017,
ZETOM CERTIFICATE

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 225,067 304,824
Gross profit 15,157 24,695
Gross profit (%) 6.7% 8.1%
EBITDA 555 21,106
EBITDA (%) 0.2% 6.9%
a-EBITDA 14,141 22,020
a- EBITDA (%) 6.3% 7.2%
EBIT -8,305 12,251
EBIT (%) -3.7% 4.0%
a-EBIT 5,280 13,165
a-EBIT (%) 2.3% 4.3%
Profit/Loss (-) before tax -15,407 1,575
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

■ 2021 Financial performance

In the steel pipes segment, revenue decreased to EUR 225 million versus EUR 305 million in the prior year, while loss before income tax amounted to EUR 15 million (2020: profit of EUR 2 million).

2021 was a challenging year for the steel pipes segment. The energy market slowly, but steadily recovered after an unprecedented decline in energy consumption and prices due to the pandemic, which combined with the postponement or cancellation of several fossil-fuel distribution project saw energy prices climb to very high levels. A number of pipeline projects restarted in the second half of 2021, with natural gas remaining the main intermediate fuel in the global energy transition.

During this turbulent period, Corinth Pipeworks took action to mitigate the impact of these challenges. Specifically:

• Action to safeguard the health and safety of its employees, while securing uninterrupted production for all current projects.

  • Strict working capital management, which secured liquidity and allowed operating activities to finance investments that took place during 2021.
  • Efforts to strengthen presence in new markets, specifically Europe, the Americas, North Africa and Asia.
  • The award of new projects (e.g. INGL offshore project in Israel, Gaz System in Poland, Hydrogen certified pipelines for Snam in Italy, offshore projects in the North and Norwegian sea etc).
  • Continuous R&D and innovation strategy, which have positioned the company at the forefront of the energy transition and solutions on hydrogen transportation.

During the year, the company also progressed technologies to develop pipelines certified for the transfer of up to 100% hydrogen. This is the culmination of an extensive R&D programme and innovation strategy, which also includes a roadmap for the digitalization of processes, energy company qualifications and geographical diversification for competitive advantage. Corinth Pipeworks remains focused on research and development initiatives (e.g. green hydrogen transportation, CCS technologies and potential opportunities in the offshore wind sector), and the penetration of new geographical and product markets. Finally, at the end of the year, the backlog increased reaching EUR 350 million.

Finally, on February 8, 2022, the US Department of Commerce (DoC) published the final result of its administrative proceedings on large diameter welded pipe (LDWP) from Greece, resulting in an antidumping duty rate of 41.04%. Corinth Pipeworks intends to appeal this decision, while actively working with the DoC to reverse the final determination. It is expected that the impacts of this will be minimal, as the company adheres to a geographically diversified commercial policy and the US market does not presently represent a core market.

Corinth Pipeworks remains focused on penetrating new geographical markets and developing new innovative products, e.g. infrastructure for the offshore wind sector, tubes for hydrogen transportation, carbon capture and storage (CCS) technologies etc. Such initiatives along with intensified efforts towards stronger competitiveness will improve the company's market position.

Looking ahead, Corinth Pipeworks expects energy prices to further increase as a result of continued geopolitical uncertainty. This, in combination with its solid backlog, offers a positive outlook for Viohalco's steel pipes segment.

Further information about Corinth Pipeworks is available on its corporate website: www.cpw.gr

Cable products

Steel pipe products

Cenergy Holdings S.A.

Cenergy Holdings S.A. ('Cenergy Holdings') is a Belgium-based holding company which invests in industrial companies at the forefront of high growth sectors, such as energy transfer, renewables and data transmission.

Cenergy Holdings' portfolio comprises two business segments:

• Hellenic Cables, its subsidiaries and Icme Ecab constitute the Hellenic Cables companies. Collectively, the Hellenic

46

Cables companies are among the largest cable producers in Europe. Hellenic Cables companies manufacture mainly power, telecommunication and submarine cables.

• Corinth Pipeworks is one of the world's leading manufacturers of steel pipes and hollow sections for the energy and construction sectors.

Both entities have state-of-the-art production facilities and offer a diverse range of products to a variety of markets.

The companies in Cenergy Holdings' portfolio:

  • have a long history of implementing large-scale projects in more than 70 countries;
  • have served major customers worldwide for almost 70 years;
  • operate six production units and four supporting facilities in three countries; and
  • provide value add products for niche markets.

Cenergy Holdings is listed on the Euronext Brussels and the Athens Stock Exchange (CENER).

Further information on Cenergy Holdings is available on its corporate website: www.cenergyholdings.com

Steel

EBITDA (EUR thousands)

2021 : 160,316 2020: 29,917

50

Steel segment

Activities

Sidenor Steel Industry S.A. ('Sidenor Steel Industry'), Stomana Industry S.A. ('Stomana Industry') and their subsidiaries are leading producers of steel products and the largest steel recyclers in Southeastern Europe. The companies have more than 60 years of manufacturing experience and expertise in steel production and distribution, and an extensive product portfolio which includes long, flat, and downstream steel products.

Sidenor is the first steel company in Greece to offer customers the Environmental Product Declaration (EPD) for SD concretereinforcing steel products, reflecting Sidenor's commitment to operating responsibly and to reducing its environmental footprint in Europe.

The steel segment companies offer a broad range of valueadded products and solutions for building and construction (including buildings, roadworks, metro stations, bridges, shopping malls and hydroelectric dam projects), mechanical engineering, shipbuilding, road and rail, the automotive industry, mining and tunneling applications.

The product family is structured as follows:

• SD integrated reinforcing system: SD concrete reinforcing

steel, SD stirrup reinforcing mesh, Sidefit special mesh, SD wire mesh, Sidefor and Sidefor Plus prefabricated stirrup cages, Inomix steel fibres and lattice girders;

  • Wire rods for cold drawing and mesh applications;
  • Special bar quality steels (SBQ);
  • Steel plates;
  • Merchant bars: hot-rolled square bars, hot-rolled flat bars, hot-rolled round bars, hot-rolled equal angle bars and UPN channels;
  • Grinding balls;
  • Welding products and electrodes;
  • Wire products;
  • Flat wire for electric cables reinforcement;
  • Tubular products: tubes of pre-galvanized steel and cold and hot rolled steel in round, square and rectangular profiles.

In order to achieve the optimum balance between operational and commercial flexibility and productivity, the steel segment has adopted the following operational structure:

  • Mini-mills;
  • Downstream operations for steel product processing;
  • Sales and distribution.

■ Production facilities

Steel segment operates six steel manufacturing facilities:

Plant Production focus Annual
production
capacity
Quality and management systems certifications
Sidenor Steel Industry
(Thessaloniki, Greece)

Billets

SD concrete reinforcing steel (in bars and coils)
Meltshop: 800,000
tons
ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2018, SustSteel

Merchant bars

Wire rod products
Long products
rolling mill: 800,000
tons
Products certified according to EN, DIN, ELOT, SR, SRPS,
BDS standards
Sovel plant and
privately owned port
facilities
(Almyros, Greece)

Billets

SD concrete reinforcing steel

SD spooled coils

SD wire mesh

SD stirrup reinforcing mesh

Sidefit special mesh

Sidefor and Sidefor Plus prefabricated stirrup cages
Meltshop:
1,350,000 tons
Long products
rolling mill:
1,200,000 tons
ISO 9001:2015, ISO 14001:2015, ISO 45001:2018,
ISO 50001:2011, SustSteel
Products certified according to EN, BS, DIN, ELOT, SR, SRPS, BDS,
HRN standards
Stomana Industry
(Pernik, Bulgaria) &
the Port Svishtov West
(Bulgaria)

SD concrete reinforcing steel

Steel quarto plates

Special Bar Quality steels (SBQ)

Steel balls

Continuously cast semi-products (billets, blooms and
slabs)
Meltshop:
1,400,000 tons
Long products
rolling mill:
1,200,000 tons
Plate products rolling
mill: 400,000 tons.
ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, SustSteel
Products meet requirements of EN, DIN, ASTM, JIS, BS, Lloyd's
Register and Germanischer Lloyd
Erlikon (Thessaloniki,
Greece)

Welding electrodes
Electrodes: 4,000 tons ISO 9001:2015

Copper-plated wires
Copper-plated
wires: 3,000 tons
ISO 45001:2018

Galvanized wires
Galvanized wires:
32,000 tons
Products meets the requirements of BS, EN, DIN, ASTM, AWS,
DIN, LRS, GL, ABS

Galvanized steel wire armor for power cables, including
submarine power cables (round and flat)

Galvanized mesh in rolls and sheets

Black hard and annealed wires
Drawning machines:
40.000 tons

Concrete reinforcing steel fibres
Steel Fibres: 1.300 tons
Dojran Steel
(Nikolic, North
Macedonia)

SD concrete reinforcing steel

Merchant bars

Wire mesh

Double-twist hexagonal mesh (serasanetti)

Galvanized mesh in rolls and sheets

Galvanized concrete reinforcing mesh for offshore fuel
pipes
Long products rolling
mill: 200,000 tons
Wire mesh
production:
20,000 tons
Lattice girders:
10,000 tons
ISO 9001:2015, ISO 14001: 2015, ISO 45001:2018,
ISO 50001:2018
Products certified according to EN, DIN, SRPS, BDS standards
Domoplex Ltd
(Limassol, Cyprus)

All types of mesh made of welded wires
or straight steel reinforcement bars
12,000 tons ISO 9001:2015
The facility also maintains its own quality control laboratory on site

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 1,067,782 677,939
Gross profit 181,255 46,096
Gross profit (%) 17.0% 6.8%
EBITDA 160,316 29,917
EBITDA (%) 15.0% 4.4%
a-EBITDA 123,654 33,603
a- EBITDA (%) 11.6% 5.0%
EBIT 134,716 826
EBIT (%) 12.6% 0.1%
a-EBIT 98,054 4,512
a-EBIT (%) 9.2% 0.7%
Profit/(Loss) before tax 108,943 -24,776
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

■ 2021 Financial performance

Revenue for the steel segment amounted to EUR 1,068 million in 2021, versus EUR 678 million in 2020. Profit before income tax amounted to EUR 109 million (2020: loss of EUR 25 million).

In 2021, the steel segment maintained its dominant market position in Greece, the Balkans and Cyprus. This, combined with recovery in demand following very low levels in 2020, led to a remarkable performance for the segment. This performance, coupled with the emerging benefits of cost reduction efforts initiated in 2020, resulted in significantly improved profitability. Despite disruption to the global supply chain and increasing energy prices, the steel segment secured supply of scrap and other alternative raw materials, facilitating uninterrupted delivery of products to customers, continuous high service levels and the realization of increased production and sales volumes across all product categories. At the same time, the segment significantly increased prices leading to higher spreads in all product categories. In Greece, previously announced medium and large-scale construction projects continued to be delayed due to the pandemic, but are expected to commence in 2022. Increased sales volumes were driven predominantly by private residential construction projects.

At the Sidenor plant, continuous quality improvement projects and product offering expansion led to significant new sales in wire rods across new markets, including the Netherlands, Belgium, Poland and other European countries. Recovery of the automotive industry led to sales growth in special bar quality steels, and increased sales to Mexico, US and Europe for both construction and shipbuilding led to sales growth in plates. Sidenor was the first steel producer in Greece to offer its customers the Environmental Product Declaration (EPD) for SD concrete reinforcing steel products (bars and coils, meshes and prefabricated cages) manufactured at the Sovel plant, Almyros, Greece. The EPD demonstrates the company's commitment to monitoring, measuring, and transparently reporting its environmental footprint. At Stomana Industry in Bulgaria, the SBQ long product mill's upgrade project was completed, enhancing the quality of bars and increasing the safety of production operations. At Dojran Steel, the replacement of fuel with natural gas in the reheating furnace has significantly reduced costs and improved the company's environmental footprint.

In 2022, uncertainty due to the pandemic, geopolitical issues, disruption to the global supply chain and high energy prices is expected to continue. However, the steel segment's companies will maintain efforts to effectively adapt to ongoing changes, further enhancing competitiveness and operational efficiency.

Further information about the steel segment is available on the Sidenor Steel Industry website: www.sidenor.gr

Real estate

27,921

2020: 20,409

Real estate segment

Activities

Viohalco derives value from the real estate assets of its subsidiaries by developing and managing large-scale commercial and industrial properties.

The segment is made up of Noval Property, a leading Real Estate Investment Company ('REIC') active in real estate development and investment, and Steelmet Property Services S.A., which provides a wide range of centralised real estate, property and facility management services.

Noval Property owns a diversified, high quality and mature portfolio of real estate assets, including office buildings, hospitality properties, shopping centres, retail parks, logistics, and residential and industrial complexes. With a highly marketable modern real estate portfolio with significant geographical distribution, Noval Property is currently the second largest REIC in Greece in terms of portfolio value (EUR 413 million as of 31.12.2021).

Underpinned by a strong capital structure, Noval Property is currently implementing a strategic investment plan aimed at sustainable growth, by enhancing and enriching its balanced real estate portfolio with environmentally accredited buildings. Investment opportunities are mainly located in Greece and in selected Southeastern European countries.

In December 2021, Noval Property issued a Green Bond Loan of EUR 120 million to finance the company's strategic investment plan. The Green Bond Loan, which is the third green bond issued in the Greek capital market, is listed on the Athens Stock Exchange and is included in the recently introduced "ATHEX BONDS GREENet" section of Athens Stock Exchange.

■ Properties

56

At the end of 2021, Noval Property's portfolio comprised 44 properties. The main income generating properties within Noval Property's portfolio are the following:

1 Retail IKEA megastore 96-98-100 Kifissou Avenue, Egaleo, Athens, Greece
2 Retail River West shopping centre 96-98-100 Kifissou Avenue, Egaleo, Athens, Greece
3 Office The Orbit office complex 115 Kifissias Avenue, Athens, Greece
4 Retail Mare West retail park Corinth, Greece
5 Hospitality Wyndham Grand Athens Hotel Karaiskaki Square, Athens, Greece
6 Office 33 Amarousiou Chalandriou Street office building Maroussi, Athens, Greece
7 Office 16 Himaras Street office building Maroussi, Athens, Greece
8 Office The Butterfly office building 26A Apostolopoulou Street, Chalandri, Athens, Greece
9 Office 57 Ethinikis Antistaseos Street office buildings Chalandri, Athens, Greece
10 Logistics Iroon Politechneiou Street Magoula, Greece

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 18,667 10,041
Gross profit 3,555 2,481
Gross profit (%) 19.0% 24.7%
EBITDA 27,921 20,409
EBITDA (%) 149.6% 203.3%
a-EBITDA 6,618 6,511
a- EBITDA (%) 35.5% 64.8%
EBIT 19,144 14,463
EBIT (%) 102.6% 144.0%
a-EBIT -2,159 565
a-EBIT (%) -11.6% 5.6%
Profit/Loss (-) before tax 15,347 10,511
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

■ 2021 Financial performance

Revenue for the real estate segment amounted to EUR 19 million in 2021 (2020: EUR 10 million), while profit before income tax amounted to a EUR 15 million (2020: EUR 11 million). It should be noted that Viohalco applies the historical cost in investment property, while the main Real Estate segment subsidiary follows the fair value model.

As at 31 December 2021, Noval Property's diversified portfolio comprised 44 properties (one, indirectly, through a joint venture with a real estate fund), mainly in Greece and selectively in Bulgaria. The portfolio comprises offices, shopping centres, logistics centres and hospitality assets, with a total built-up area of c. 453,000 sq.m. Noval Property recorded a 13.35% year-on-year increase in the fair value of its investment portfolio to EUR 413.29 million (as at 31 December 2021), despite difficult market conditions stemming from the Covid-19 pandemic. This growth was achieved as a result of completing specific development projects, new acquisitions and active asset management.

Covid-19 relief measures, initially introduced by the Greek Government in 2020, were extended during H1 2021. The combination of these government measures and decreased economic activity of retail businesses during lockdowns, significantly affected the income of real estate companies, including Noval Property. Despite these adverse conditions, Noval Property continued its development programme throughout the period.

Construction works to expand the River West shopping centre were completed by the end of H1 2021 and commercial operations commenced in July 2021. During H1 2021, three new assets were acquired. In H1 2021, Noval Property was also declared the preferred bidder (in a joint venture with a real estate fund, as already mentioned above) to acquire a prime plot of land in Athens where a large-scale and environmentally-friendly office complex will be developed. Acquisition of the said asset was completed in Q4 2021.

In December 2021, Noval Property successfully issued a Green Bond Loan of EUR 120 million, listed in the Category of Fixed Income Securities at the Regulated Market of the Athens Stock Exchange. Noval Property's Green Bond was one of only three Green Bonds ever issued in the Greek capital market and is included in the recently introduced "ATHEX BONDS GREENet" section of the Athens Stock Exchange.

■ Outlook

Looking ahead, Noval Property will continue to actively manage its asset portfolio and the development of its captive pipeline, while exploring new acquisitions. Its focus will be on environmentallyaccredited prime office buildings, logistics, data centres, resort hotels, residences, and mixed-use urban regeneration projects.

Further information is available on the Noval Property website: www.noval-property.com

Real estate

R&D&I and Technology

R&D&I and Technology segment

R&D&I and Technology Elkeme Praksys Teka

Systems

Activities

Viohalco's dedicated research, development and innovation ('R&D&I') companies and in-house production plant R&D&I departments focus on:

  • developing new and high value added products;
  • providing efficient solutions to optimize business and industrial processes;
  • improving the efficiency and environmental performance of plants;
  • developing innovative applications for industry, energy and environment (including pioneering solutions in the fields of ERP, CRM, BI, traceability and others).

The segment's activities are supported by three companies:

  • 1) Elkeme Hellenic Research Centre for Metals S.A. ('Elkeme'). Elkeme focuses on applied industrial research and the technological development of the four major metals sectors (aluminium, copper, steel and zinc). Elkeme provides R&D&I services and technical solutions for new products, and also optimises existing products and production processes. Elkeme is certified according to ΙSO 9001:2015 and operates an ISO 17025:2017 accredited analytical chemistry laboratory.
  • 2) Teka Systems S.A. ('Teka Systems') delivers engineering and construction projects for the steel, aluminium, copper, power and telecommunication cables industries, commissions industrial equipment, drives process automation through the integration of technologies in projects, and implements IT projects in ERP, CRM, BI and analytics, among others.
  • 3) Praksys S.A. ('Praksys') develops, markets and oversees the implementation of new technologies in structural and concrete reinforcing steel. It has developed Synthesis™, a unique system for the industrial-scale prefabrication of reinforcing steel. Praksys has also developed a complete software package to accompany the technology, including components such as product design, machine operation control, e-ordering, production planning and logistics.

The R&D&I work of the Viohalco companies' technology departments is as follows:

  • Elval Technology Centre: develops customised alloys, highly resistant special products with non-skid properties, extra flat sheets with top-quality lacquer-coatings, products made of 100% recycled aluminium and deep drawing and extrusion products.
  • Symetal's Technology Department: develops technologies that introduce and ensure innovative surface design and enhanced mechanical characteristics. These technologies allow high aluminium foil affinity control for laminates and coatings, as well as flawless forming. Symetal also focuses on the development of battery foil, which is used in the automotive rechargeable batteries industry. Symetal Battery Foil (SBF) resides at the core of Li-ion batteries, as one of its core electrodes. The technical and quality requirements for such a product are extremely high. At the same time, the reduction of rolled aluminium thickness to as low as 11 microns, allows next generation batteries to achieve a significant increase in the amount of energy stored. SBF special alloying and innovative production process is the result of extensive testing with established European rechargeable battery cells manufacturers.
  • Elval Colour R&D department: in collaboration with architects and material suppliers the department develops colours through identification and experimentation to create new pigments, innovative surfaces and designs. The department also digitizes colour measurement for quality control; develops coating technologies in cooperation with equipment and coating suppliers to investigate coating processes that are more environmentally and consumer-friendly, consume less energy and contain lower or no VOCs; develops polymer compounds for faster productivity and higher fireresistance, and explores material recyclability and material functionality. It also develops in-house and in-joint R&D projects, and new methods for the identification and

analysis of material long-term performance. Elval Colour participates in numerous ongoing projects with universities relating to material performance evaluation methods, market research, and the long-term impact of coating materials on the environment. It also participates in European Technical Committees for standards' publications and updates.

  • Etem Centre: develops, simulates and homologates heat treatable aluminium alloys and relative customized extrusion, and heat treatment processes, press lines and tooling for application to automotive end use parts. Together with Global Automotive OEM and Tier1 it co-develops and homologates tailored product solutions for specific performance requirements (namely crash behaviour, weight reduction, formability, corrosion resistance, post joining process requirements). The Centre designs, develops, simulates, and homologates product-specific processes, customized machinery, tooling and quality controls across processes and in laboratories, to meet specific quality, safety, volumes and cost requirements. Through R&D efforts and collaborations, Etem has become a Tier 2 and Tier 1 supplier to the automotive industry, certified to produce aluminium profiles and parts for crash relevant systems.
  • Halcor Tube Heat Transfer laboratory (located within Halcor's Oinofyta plant): is where Talos® Inner-Groove Tubes (IGT) and Talos® ACR tubes are manufactured in line with international standards and customer specifications. IGT seamless copper tubes feature internal grooves which significantly enhance the amount of heat transfer. Typical applications of IGT copper tubes include fin-and-tube condensers and evaporator coils for air-conditioning, refrigeration, chiller, and heat-pump applications. Halcor's production technology for Talos® IGT copper tubes enables the manufacture of advanced innergroove designs in a complete range of sizes, from 16mm outside diameter down to the latest microgroove™ tubes with an outside diameter of 5mm or less. The laboratory is one of the few manufacturers in the world with this capability. The Tube Heat Transfer Laboratory offers Halcor's customers the opportunity to establish a mutually beneficial relationship within an integrated support and product development framework.
  • Sofia Med Product and Process Development Department (Technology Department): The main responsibilities of the department include developing new products, establishing the methods for producing the highest quality material at the lowest possible cost, maintaining the highest level of quality, providing excellent customer service and successfully homologating new customers.
    • During 2021, PPD significantly contributed to finalizing the homologation process with all "big 5" global automotive connectors customers - TE, APTIV, MOLEX, LEAR, Ampfenol, as well as other significant similar companies including MTA, Mista, Soehner, EATON. In addition, the PPD develops processes for new alloy CuZn9Sn3 and for Hot Dip Tinned material with very thin layer of Sn.
  • Hellenic Cables Companies: employ a team of highly skilled R&D engineers utilizing advanced software tools and modern testing

facilities and pursues core product development research, innovation, the redesign/optimization of existing products and technical support across three business units (two in Greece and one in Romania). These efforts support the companies' wider strategy towards the production of more sustainable products with lower environmental impact. Beyond the R&D personnel, it is worth of mention that Hellenic Cables SA has several state-of-the-art testing laboratories in its factories. Particularly, at the Oinofita compounding plant, there is the testing polymer laboratory. The main focus of the laboratory is the development of new recipes for non-conductive cable components, chemical analysis and identification of raw materials, with emphasis on quality control and thorough analysis of polymers for underground high and extra-high voltage cables as well as submarine cables. The laboratory is also involved in the research and development of new plastic and elastomer compounds. In addition, the cable production plants have also testing laboratories with a full range of testing equipment, capable of carrying out complete mechanical and electrical tests of products in accordance with international standards.

• Corinth Pipeworks R&D Centre: optimises a large array of pipe manufacturing and coating processes by (a) continuous internal trial productions and (b) modelling of specific processes, aiming to develop products for extreme applications(e.g. sour service, offshore, high strain applications such as reeling); improves working range to achieve enhanced product uniformity and broaden each mill's production range; develops advanced destructive, corrosive and non-destructive specialised testing techniques providing state-of-the-art solutions.

■ 2021 Financial performance

R&D&Ι expenditure (both expensed and capitalised) in 2021 amounted to EUR 13 million. The reported amount is based mainly on the provisions of the Frascati manual (OECD standard of conduct for R&D surveys and data collection) and on the relevant International Financial Reporting Standards ('IFRS').

Further information about the companies is available on their websites:

Elkeme: www.elkeme.gr Teka Systems: www.tekasystems.gr

Other activities mainly encompass expenses incurred by the parent (holding) company, along with the results of companies which operate in the Technology and R&D&I segment, ceramic trade activities (Vitruvit) and resource recovery segment. Profit before income tax amounted to EUR 3 million (2020: loss of EUR 1 million).

■ Key financials

Amounts in EUR thousands 2021 2020*
Revenue 64,134 54,909
Gross profit 23,310 19,757
Gross profit (%) 36.3% 36.0%
EBITDA 8,541 4,308
EBITDA (%) 13.3% 7.8%
a-EBITDA 9,008 3,781
a- EBITDA (%) 14.0% 6.9%
EBIT 4,307 540
EBIT (%) 6.7% 1.0%
a-EBIT 4,774 13
a-EBIT (%) 7.4% 0.0%
Profit/Loss (-) before tax 2,813 -1,114
  • All percentages are vs Revenue

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

F. Subsequent events

    1. On January 13th, 2022, Viohalco subsidiary, ElvalHalcor, participated in the share capital increase of the joint venture NedZink BV with EUR 1.5 million, maintaining its share to 50%. In addition, on February 28, 2022, the loan balance of EUR 1.25 million was converted to share capital.
    1. On February 8th, 2022, the US Department of Commerce (DoC) published its final results in the administrative proceedings conducted by the DoC for the period from April 19, 2019 through April 30, 2020 ("POR") in connection with an antidumping ("AD") order on large diameter welded pipe (LDWP) from Greece. As a result, the DoC determined for the POR an antidumping duty rate of 41.04% based on total adverse facts available (AFA) for mandatory respondent Corinth Pipeworks, Viohalco steel pipes segment.

Despite the lengthy process of the administrative review involving the supply of extremely detailed data sets on Corinth Pipeworks' commercial practices for the POR under scrutiny, as well as all reasonable estimations made throughout 2021 on the size, if any, of a possible AD duty rate, the DoC concluded on such a high AD duty rate. Corinth Pipeworks intends to file an appeal before the U.S. Court of International Trade against the decision of the DoC while continuing to actively work with the DoC in order to reverse the final determination. Viohalco considers that there will be no material impact on the business of its subsidiary Corinth Pipeworks, as the latter strongly follows a geographically diversified commercial policy and the USA market does not presently constitute its core market. The one-off, additional provision charge on Viohalco annual consolidated economic results from a retrospective implementation of the AD duty rate and reaches ca. EUR 12.8 million (USD 14 million plus interest).

  1. The Ukraine conflict which began in February 2022 may cause increased market volatility and disruptions to many aspects of global economy during 2022. Although the impact of the crisis on Viohalco subsidiaries cannot be fully predicted, their overall exposure to Ukraine and Russia is limited and the consequences are not expected to have material impact on the business course. Sales exposure to these markets represents an insignificant portion of total turnover and any loss will be fully offset by demand in other markets. In order to mitigate potential disruption in supply chain, Viohalco companies have already initiated shifting the supply of raw materials currently sourced from Russia to alternative markets. In terms of financing, the companies have no exposure to Russian banks though they may see some impact on credit and transportation insurance.

Finally, although the conflict in Ukraine has accelerated global energy crisis already experienced since the second half of 2021, Viohalco's companies had already taken mitigating actions to reduce the business impact.

Viohalco and its companies are monitoring the situation closely and will modify their approach when it is required.

    1. On March 17th, 2022, Viohalco's Board of directors decided to propose to the Ordinary General Shareholders' meeting to be held on 31.05.2022, the approval of a gross dividend of EUR 0.10 per share. Taking into account the gross interim dividend of EUR 0.01 per share paid in June 2021, a balance gross amount of EUR 0.09 per share will be payable following approval by the shareholders' meeting of this proposed resolution.
    1. On March 17th, 2022, Viohalco's Board of directors approved the acquisition of 25% non-controlling interest in subsidiary Bridgnorth Aluminium in consideration of GBP 11 million. As a result, Viohalco's participation in Bridgnorth Aluminium amounts to 100%.

There are no other subsequent events affecting the Consolidated Financial Information.

G. Risks and uncertainties

Viohalco's Board of Directors is responsible for assessing the risk profile οf the Company's subsidiaries. As Viohalco is a holding company and does not have itself any production operations, customers, suppliers, or personnel (besides employees for administrative tasks), the risks affecting it are attributed to its subsidiaries and their operations, suppliers, clients and personnel. Each Viohalco company is therefore responsible for the identification, measurement, analysis, response (mitigation), control and monitoring of its own risks.

To support this, a set of common guidelines for an Entreprise-wide Risk Management ('ERM') framework across Viohalco companies exist. These guidelines include principles for effectively managing risk across all subsidiaries. Furthermore, the framework provides guidelines on how best to address these risks and facilitates discussion on risk management issues.

Viohalco's executive management, in consultation with the Board of Directors and an independent internal audit department, is responsible for as well as assessing possible risks and their control mechanisms across subsidiaries. The objective of this evaluation is to enable the Company to determine whether the subsidiaries have managed risks in a proactive and effective way to mitigate them to acceptable levels.

Viohalco's ERM process comprises the following steps:

  • a) Identify key risks and measure / analyze their potential impact and likelihood. This is done at company level as all financial, operational, compliance and strategic risks are associated with each company's operations.
  • b) Manage and respond to those risks by considering existing controls as well as selecting, prioritizing and implementing appropriate actions. This step is also done at company level, following the general principles outlined in the ERM framework.
  • c) Control and monitor the internal and external environment for potential changes to risks, ensuring risk control continue to be effective. Each company monitors its risks and risk responses, using the common ERM guidelines but with separate procedures, systems and mechanisms put in place by each company's management.

A consolidated review of the subsidiaries' financial performance, including potential risks is undertaken at Viohalco executive management level, by the internal audit department, the outcome of which is presented to the Audit Committee and the Board of Directors. The Audit Committee monitors the effectiveness of the subsidiaries' internal control and investigates specific aspects of internal control and risk management on an on-going basis.

■ Key risks

Risks are classified into two main categories – 'Financial' and 'Business'.

Financial risks consider market risk affecting the activity of each subsidiary (such as exchange rate, interest rate and commodities risk), as well as credit, counterparty and liquidity risks.

Business risks, broadly defined as all risks that are not balance-sheet related, are broken down into further sub-categories, to help better understand and react to the different risk events:

  • a) Operational and technology the risk of loss resulting from inadequate or failed processes, people, and systems, or from external events.
  • b) Compliance and reputational possible negative impacts (economic – fines, penalties, etc. and other – exclusion from markets, etc.) of non-compliance with existing regulations and standards. For example, impact on brand image, business reputation and accounting risk.

Strategic – those risks relating to the wider business environment (e.g. the macroeconomic environment, the sector / industry conditions, etc.) the market, competition, and medium to long-term decision making that may impact business continuity and profitability.

■ Financial risks

- Interest rate risk

It is clear that significant movements in interest rates may expose subsidiaries to higher borrowing costs, lower investment yields and/or decreased asset values. As a central rule, entities do not enter into speculative positions on interest rates of any kind but always try to follow natural immunization strategies i.e., matching durations of assets and liabilities. However, given the current low interest rate environment, each entity tries, in the measure possible, to secure fixed (and low) rate financing lines to avoid variations in cash flows and facilitate capital budgeting.

If necessary, subsidiaries use derivatives to hedge any remaining interest rate risk, strict rules and limits, specific to each entity, regulate the use of such instruments.

- Currency risk

Viohalco holds stakes in a large number of companies with production plans and commercial relations spanning the globe. As such, they are exposed to financial (transaction), accounting (translation) and economic potential losses due to volatility in foreign exchange rates.

Companies manage this risk in a prudent manner, implementing natural hedges whenever possible (i.e. matching currencies in anticipated sales and purchases, receivables and liabilities) and using standard hedging products, such as forward contracts, if necessary.

- Commodity risk

Most Viohalco entities are industrial companies, using ferrous and non-ferrous raw materials as inputs. Fluctuations in commodity prices (especially metals and particularly copper, zinc and aluminium) may therefore expose them to lower product margins or trading losses.

Future contracts traded in the London Metal Exchange ('LME') offer the obvious hedging choice for companies active in such metals. First, all metal price fixing sales and purchase contracts are netted daily and the change in the net open commodity is generally hedged by LME future contracts so that Viohalco companies are not exposed to commodity price risk.

Additionally, Viohalco subsidiaries may be affected from fluctuations in energy prices. This risk is impacted by the on going CoviD-19 pandemic and the war in Ukraine. Monitoring of price indexes and forecasts, along with hedging mechanisms for longer term contracts, are utilized to protect companies from significant fluctuations in natural gas and electricity prices.

- Liquidity risk

For industrial companies, such as those forming the largest part of Viohalco's holding portfolio, liquidity risk is the risk that a business will have insufficient funds to meet its financial commitments in a timely manner. Its two key elements are shortterm cash flow risk and long-term funding risk. The latter includes the risk that loans may not be available when the business requires them or that such funds will not be available for the required term or at acceptable cost.

Such risk may come from seasonal fluctuations, business disruptions, unplanned capital expenditure, an increase in operational costs, a narrow funding market and other reasons causing inadequate cash availability. Viohalco companies constantly monitor cash flow needs and, on a quarterly basis, report monthly rolling forecasts to ensure sufficient cash is on hand to meet its operating needs. Through monthly financial reports, they closely track operating cash flow indicators, liquidity and leverage ratios and continuously assess available funding, both in the local and international markets.

Finally, the Viohalco companies mitigate liquidity risk through careful cash flow management including optimizing working capital and maintaining unused, committed financing facilities from a diversified number of financial institutions. These allow their business to easily meet its future requirements or contingencies.

- Credit risk

Selling to a large number of customers spanning vast geographical regions and many sectors across the world, unavoidably creates a credit risk for Viohalco companies as their customers may default on their obligations. Such credit risk may be accentuated if a significant portion of business is concentrated on a specific area, sector, or small number of clients.

This risk is greatly mitigated by (a) avoiding receivables concentration of any kind, (b) executing robust creditworthiness checks for customers via credit rating agents, (c) setting relevant payment terms and credit limits, (d) demanding real or other security (e.g. letters of guarantee) for receivables whenever possible, and, finally, (e) using credit insurance extensively.

■ Business risks

A. Operational and technology risks

- Channel effectiveness risk

Poorly performing or positioned distribution channels may threaten the subsidiaries' ability to effectively and efficiently access current and potential customers and end users.

Subsidiaries manage channel effectiveness risk by appointing commercial executives per project/market. Periodic budget reviews are the main tools used for assessing and monitoring the effectiveness of distribution channel.

- Procurement / Sourcing risk

Limited sources of energy, metals and other key commodities, raw materials and component parts may threaten Viohalco companies' ability to produce quality products at competitive prices on a timely basis. As such, all companies continuously aim to minimize the likelihood of such a risk occurring. Relevant measures include maintaining a wide and diverse suppliers base (geographically diversified, where possible), the existence of alternative material lists, the establishment of Service Level Agreements with key vendors and the reduction of reliance to the spot market through long term contracts.

- Operation interruption risk

The unavailability of raw materials, skilled labor, information technologies, or other resources and the danger of equipment breakdowns may threaten Viohalco companies' capacity to continue operations. This being critical for industrial production, all subsidiaries diligently maintain their equipment, following well planned maintenance schedules formulated by their specialized maintenance departments. Plant equipment and production lines are also upgraded systematically to integrate new technologies and reduce obsolescence risk. All spare parts and consumables are gauged on criticality and safety stock levels are monitored. Some plants, facilities and production lines are interchangeable and have been mapped to ensure shifting and continuation of production if such a need arises. This risk is greatly mitigated by using business interruption insurance policies.

- Product failure risk

Faulty or non-performing products may expose Viohalco companies to customer complaints, warranty claims, field repairs, returns, product liability claims, litigation and loss of revenues, market share and business reputation damage.

In order to proactively mitigate the risk arising from actual or claimed defects in its products, companies have established rigorous quality management systems at their plants. They apply fixed and formalized quality control procedures, while maintaining appropriate insurance coverage against such claims. Quality control procedures include sample testing per production batch or at item level at specific phases of production, establishment of monitoring equipment at set production phases and production lines and work centers to capture defects, and the implementation of end-to-end traceability systems, among others. In addition, companies have product liability insurance policies in place.

- Information technology (IT) risk

IT risk is usually defined as the likelihood of occurrence of a particular threat (accidentally triggered or by intentionally exploiting a vulnerability) and the resulting impact of such an occurrence on IT systems and processes.

Most Viohalco companies are capital intensive and rely heavily on IT systems to guide and optimize production. IT systems bear a number of risks that arise naturally in the production environment, and thus the commercial environment overall, and may result in losses or legal liability. Such risks can revolve around disruptions due to IT equipment failure, disasters, human errors as well as unauthorized use, disclosure, modification, destruction of information, among others.

Adequately identifying gaps that may result in risks, assessing the maturity of the existing controls, and identifying and implementing risk mitigation actions is an ongoing process that must consider evolving threats, controls, and the regulatory landscape. The continuous identification and application of appropriate and proportional controls that limit exposure against the aforementioned threats is vital to the integrity of IT systems in all companies and are legal requirements.

Viohalco is conducting risk assessments and gap analyses against operational IT and information security risks in order to evaluate and continuously ameliorate its overall IT risk posture, as well as to comply with 2016/679 EU General Data Protection Regulation ('GDPR').

As well as using industry standards for data and systems protection, companies request the services of Teka Systems, a subsidiary of Viohalco, focused on the implementation, customization and support of information systems. Teka is the official competence center of Viohalco and offers tailor-made applications and software support to Viohalco's industrial companies as necessary.

- Privacy risk

Viohalco recognizes the need to protect personal data, not only as a legal compliance requirement vs the 2016/679 EU General Data Protection Regulation and other standing legislation, but also for the added value and competitive advantage it offers. The company is committed to protecting the personal data of employees, customers, suppliers, partners and investors. The aim is to adhere to the international standards and best practices and thus minimize risk against the privacy of individuals and their personal data. To that end, Viohalco adopted and implemented a Personal Data Protection Policy, set specific roles, procedures and controls for the protection of personal data throughout the activities spectrum of its subsidiaries, along with the establishment of overviewing mechanisms on risk mitigation actions and their continuous improvement.

B. Compliance and reputational risks

In response to requirements arising from Viohalco's stock exchange listings, the Company has established the necessary structures and procedures to ensure continuous compliance and protect its reputation. This includes the adoption of its Corporate Governance Charter, which covers issues such as directors' and managers' accountability, good governance principles, insider trading, and conflicts of interest.

Laws and regulations apply to many aspects of subsidiaries' operations including, but not limited to, labor laws, health and safety, environmental regulations, and building and operational permits, among others.

Viohalco requires all companies in its holding portfolio to abide by all laws and regulations, whether at a local, European or international level. These may relate to health and safety in the production plants, labor and human rights, the protection of the environment, anti-corruption, bribery and financial fraud. Viohalco requires its subsidiaries to develop their own policies for all such matters and to be exclusively responsible for compliance with these.

Additional details are given in the Non-Financial Information Report section of this Report.

C. Strategic risks

- Country risk

Adverse political actions may threaten subsidiaries' resources and future cash flows in a country in which each subsidiary has invested, is dependent on for a significant volume of business or has entered into a significant agreement with a counterparty subject to the laws of that country.

Companies address this risk by differentiating their manufacturing and market reach. Viohalco companies currently have manufacturing sites in eight countries, a commercial network in 21 countries and products distributed in more than 100 countries worldwide.

They also monitor the developments in the international and domestic environment on a continuous basis and adapt business strategy and risk management policies in a timely fashion to minimize the impact of macroeconomic conditions on their operations.

- Industry risk

Changes in opportunities and threats, competitors' capabilities, and other conditions affecting the subsidiaries' industries may threaten the attractiveness or long-term viability of these industries. Industry risk of the subsidiaries, which is related to the specific industry in which they operate, is primarily associated with the cyclicality of demand and the substitution rate of some products.

Companies manage the former by expanding exports to global markets, to disperse cyclical exposure across geographical areas. The risk of substitution is addressed through differentiation of the product mix, for example by shifting a portion of production to products where the substitution rate is lower.

- Competitor risk

The actions of competitors or new entrants to the market may impair any company's competitive advantage or even threaten its ability to survive. Hence, strategic issues regarding response to competition are assessed as part of the annual budget process and strategic plan of all Viohalco companies.

Exposure to competitor risk is captured through a daily review of market information. Relevant mitigating actions include a strong commitment to quality throughout the production phase, a competitive pricing policy in commodity products and a targeting of high-margin products.

- Technological innovation risk

As technology rapidly evolves, companies in Viohalco's holding portfolio must ensure adequate innovation and investment to remain up to date. If they do not invest in the IT infrastructure necessary to effectively support current and future business requirements, this could affect sales, costs and revenues.

In addition, companies may not successfully leverage advancements in technology to achieve or sustain competitive advantage or may be exposed to the actions of competitors or substitutes that do leverage technology to attain superior quality, cost and/or time performance in their products, services and processes.

This strategic risk is primarily managed by Viohalco companies through the establishment of technical assistance and knowledge transfer agreements with global leaders in various sectors where the subsidiaries are active. All companies invest strongly in R&D and cooperate with scientific bodies and prominent international research centres. This strong focus on technology and innovation is also demonstrated through dedicated R&D departments at a number of Viohalco companies.

    1. The set of perceptions about the company by the different stakeholders with whom it interacts, both internal and external.
    1. The risk which concerns the proper and true economic and financial reflection of the companies' reality as well as compliance with all related regulations (IFRS, etc.).

H. Non-financial information

■ Introduction

This document represents the Consolidated Disclosure of Non-Financial Information (hereinafter also the "Non-Financial Disclosure", "NFD", "Statement" or "Sustainability Report") prepared pursuant to the Belgian Code of Companies and Associations (Legislative Decree no. 83180/11.09.2017) by Viohalco S.A. (''Viohalco'', ''the Company'') for financial year 2021.

The objective of this NFD is to provide the understanding of the business model, the activities, the main risks, and performance indicators of Viohalco with regard to the following non-financial matters, also referred to as environmental, social and governance (ESG) matters:

  • Environmental
  • Social and labour
  • Human rights
  • Anti-corruption and bribery.

The NFD comprises of non-financial information for Viohalco and its subsidiaries that have a material contribution in the non-financial matters under scope. The subsidiaries contributing in a material way come from all major operating segments except the real estate and

■ Highlights

R&D&Ι segments which due to their relative size, are not considered to contribute in a material way to the overall impact.

The NFD has been drawn up in accordance with the United Nations's Sustainable Development Goals (SDGs) reporting framework which embrace a very wide and universal approach to all sustainability issues facing today's societies. The SDGs are a list of 17 interconnected global goals, designed to be a "blueprint to achieve a better and more sustainable future for all", that address current challenges societies all over the globe are facing. The 17 goals have 169 underlying, more specific targets that stimulate action in areas of concern.

While Viohalco companies have a direct or indirect impact on all 17 SDGs, the NFD focuses on the SDGs directly impacted by the activities of the Company and its subsidiaries. The SDGs reporting framework serves as the basis for the reporting structure of nonfinancial matters of the Company as it contains several non-financial key performance indicators (KPIs) for the monitoring of all main risks associated with the non-financial matters under scope in the Belgian Code of Companies and Associations. Due to the extensive number of KPIs selected to monitor Viohalco's and its subsidiaries' performance, the report is also based on the GRI Standards of the Global Reporting Initiative (GRI) for reasons of completion.

2021
Expenditures for environmental management (in EUR) 30,567,315
Number of training hours 100,886
Manufacturing sites certified with ISO 14001:2015 89%
Manufacturing sites certified with ISO 45001:2018 86%

■ Business Model

Viohalco is a Belgium-based (listed on Euronext Brussels Exchange (VIO) and on the Athens Stock Exchange) holding company of leading metal processing companies in Europe. Uniquely diversified in metal sector activities and with an international presence, Viohalco companies are committed to sustainable manufacturing of highquality, innovative and low carbon products and solutions with a wide portfolio and presence in dynamic markets such as building and construction, packaging, transportation (automotive, shipbuilding & rail), energy networks (offshore energy, utilities and power grids, renewable energy, gas and liquid fuels), HVAC&R (heating, ventilation, air conditioning and refrigeration), water supply, telecommunications, printing, and various industrial applications. Viohalco's portfolio also includes a segment dedicated to technology, innovation and R&D, comprising companies focused on product innovation, industrial research and technological development, engineering applications, ERP application services. Viohalco is also active in the real estate sector, through a Real Estate Investment Company (REIC) that creates value through commercial exploitation of its diversified and high-quality portfolio spanning offices, shopping centres, hotels and logistics.

Viohalco companies' production model is based on secondary production and downstream processing of metals. This operational model is increasingly important in the value chain of metals for a climate neutral future as it increases demand for recycling of metals while at the same time reduces the carbon footprint and is therefore very well positioned for the new challenges today's societies face, namely the transition to a low carbon economy adhering to circular economy principles.

More precisely, Viohalco operates under the following organizational structure, comprising 7 business segments. "2021 was a milestone year for Viohalco companies as a comprehensive plan and roadmap was created to address all environmental, social and governance risks through extensive indicators to measure our progress. Furthermore, the subsidiaries focused on increasing the share of secondary metals in the raw material input, as well as reduce operational carbon footprint to help their customers reach their own sustainability goals."

Sidenor Steel Industry

Sovel Dojran Steel

Teka Systems Praksys

Steelmet Property Services

Stomana Industry

Elkeme

Noval Property

Steel

Viohalco segments

Etem

Epirus Metalworks

Bulgaria

Bridgnorth

Aluminium

Cablel Wires

R&D&I and Technology

Real estate

Steel pipes

Aluminium

Copper

ElvalHalcor Halcor - Copper and alloys extrusion division

ElvalHalcor

rolling division

Elval - Aluminium

Symetal Elval

Colour

Sofia Med

Corinth Pipeworks

CPW America

Hellenic Cables

Icme Ecab

Fulgor

Cables

Cenergy Holdings

ElvalHalcor

Ioannis Ippokratis Stassinopoulos Viohalco CEO

75

A thorough description of each business segment activity is provided on pages 16-65.

Several of Viohalco's subsidiaries play an active and important role to the energy transition as well as the global transformation to a climate neutral future. The segment of cables is a significant enabler of the energy transition and the European Green Deal with over 38% of its revenues coming from activity eligible under the Taxonomy Regulation to be considered as environmentally sustainable because of the significance of power cables in the expansion of Renewable Energy Sources (RES) in the energy mix and the gradual decarbonization of the global economy.

The segment of steel pipes (Corinth Pipeworks) is also well positioned to contribute significantly in the energy transition away from solid fossil fuels with approximately 95% of its revenues coming from natural gas projects while at the same time, Corinth Pipeworks has developed solutions that can adapt to emerging technologies such as Green Hydrogen and Carbon Capture and Storage (CCS). The company, although not included in the eligible sectors of the Taxonomy Regulation, will play a significant role in the penetration of low carbon fuels that can replace natural gas in the future.

In particular, the segments of aluminium, copper and steel have a significant contribution of secondary raw materials in their total raw materials input which significantly reduces the carbon footprint of their products as well as the dependence on natural resources. Consequently, due to their relatively low carbon intensity, Viohalco companies have less exposure to carbon pricing going forward and have significantly lower cost risk exposure than primary metal producers. Indicatively, the benefits of secondary production of metals are outlined below:

Aluminium

  • By using aluminium scrap, CO2 emissions can be reduced by 92% compared to primary aluminium.
  • Recycling aluminium saves 95% of the energy needed for primary production.
  • One tonne of recycled aluminium saves up to 8 tonnes of bauxite, 14,000 kWh of energy, and 7.6 cubic meters of land.

Copper

  • By using copper scrap, a reduction by 65% in CO2 emissions is achieved
  • Recycling copper saves 85% of the energy needed for primary production

Steel

  • Using steel scrap in the production process reduces CO2 emissions by 58%.
  • Recycling steel saves 72% of the energy needed for primary production (i.e., 4,697 kWh per tonne).
  • Recycling one tonne of steel saves 1.4 tonnes of iron ore, 0.8 tonnes of coal, 0.3 tonnes of limestone and additives, and 1.67 tonnes of CO2 .
  • Using recycled steel to make new steel reduces air pollution by 86%, water use by 40%, and water pollution by 76%.

The ambitions of the European Green Deal can only be achieved with an increased contribution of sustainable metals' production. It is estimated that a climate neutral future will demand 3-4 times more metals and many of Viohalco's subsidiaries' products will have further demand. Steel construction products will be critical in the 'green building' sector, with their low carbon content and high circularity profile, while aluminium is vital for lightweight mobility, sustainable packaging and energy efficient facades in sustainable buildings.

At the end of their useful lifetimes, the majority of Viohalco products across all segments are 100% recyclable and will return to the value chain indefinitely. Products made from steel, aluminium and copper can be completely recycled as often as desired and reintroduced into the economic cycle with virtually no waste or loss of quality. In addition, the production of Viohalco's production installations meet European high standards for environmental and climate protection that far exceed global average standards.

Integration of sustainability principles in business model

Due to the nature of the industrial processes of the subsidiaries as well as the products' markets, Viohalco companies' future has a strong correlation on the ability to operate in a sustainable manner. The subsidiaries are in the process of developing additional goals towards carbon footprint improvement as well as energy efficiency measures while at the same time becoming more engaged with their suppliers in order to ensure responsible sourcing of raw materials and services.

Furthermore, two subsidiaries, Hellenic Cables and Corinth Pipeworks, have already committed to the Science Based Targets Initiative (SBTi) to meet near-term (2030) and long-term net zero targets at the latest by 2050. More specifically, Hellenic Cables has already submitted its targets pending validation from SBTi, to halve its scope 1 and 2 emissions (50% by 2030 from a 2020 base year) and reduce value chain emissions (scope 3, including raw materials and commuting emissions) by 25%, within the same timeframe. Hellenic Cables also commits to increase annual sourcing of renewable electricity to 80% and 100%, by 2025 and 2030, respectively. Over and above near-term progress, Hellenic Cables projects to reach netzero greenhouse emissions across its entire value chain before 2050, from a 2020 base year. Corinth Pipeworks submitted its commitment in February 2022 and is awaiting for its approval from SBTi.

Viohalco companies are well positioned not only to operate in a low carbon economy, but to increase market share as the operational model allows for the flexibility to operate with various quality metal sources, primary or secondary metals of various qualities. Most Viohalco companies are electricity intensive and the projected decarbonization of the energy grid will naturally improve and further decrease the indirect carbon footprint of the products contributing to Europe' ambitious goals of a decarbonized economy. Viohalco companies are oriented towards a sustainable manner of operation with respect to all its stakeholders. Sustainable action and long-term corporate procedures have played a significant role in achieving and strengthening the resiliency of Viohalco companies under challenging market conditions and changing customer demands.

Viohalco companies acknowledge their duty towards current and future generations of employees, customers and other stakeholders. Viohalco companies comply with the Paris Agreement requirements by operating modern industrial plants with strong environmental foundations while at the same time manufacturing products that will play a significant role in making a climate neutral future a reality.

The sustainable path Viohalco companies have chosen to follow does not come without a demand for actions. Based on what has been achieved so far, Viohalco companies are still facing numerous operational, non-financial risks that require constant monitoring and mitigation while the continuously changing and more demanding regulatory framework, especially due to the upcoming "Fit-for-55" Initiative, often create conditions of unfair competition with global competitors. Furthermore, the current environment with energy prices as well as energy security is of great concern and needs constant measures to ascertain business continuity. The greater risks emanate from the environmental regulatory environment and health and safety matters where several improvement areas have been identified and ambitious goals have been set.

■ ESG Roadmap

The year 2021 was a very important year for Viohalco companies in the context of sustainability. The Company created a comprehensive framework within which all subsidiaries are required to operate. The Company established an Environment, Social and Governance Roadmap ("ESG Roadmap") by assessing all related risks and opportunities and integrating all these matters into its business strategy. The integration considered several new parameters affecting its approach such as the European Green Deal and its requirements, the strict regulatory framework the subsidiaries operate under (especially in environmental compliance and labour laws), the emergency created by climate change and its effects, water availability, health and safety concerns, capability building, as well as the recent challenges in the energy sector affecting all of our companies.

The ESG Roadmap refers to the adoption of seven (7) core company policies covering the entire framework of all environmental, social and governance matters. Each policy is thoroughly monitored by relative metrics, internal and external controls for adequate due diligence on important matters and regulatory compliance as well as appropriate governance measures to ensure transparency and accountability.

Furthermore, the ESG Roadmap includes the obligation of the industrial subsidiaries to establish goals in strategic matters that include:

  • (1) the gradual replacement of all electricity supply with Renewable Energy Sources (RES) as soon as technically and economically feasible;
  • (2) the commitment to specific near and long-term carbon reduction targets on all carbon-intensive activities;
  • (3) the evaluation of top tier suppliers on ESG issues; and
  • (4) the establishment of a five-year concrete, improvement action plan for health and safety for industrial companies.

The first two strategic goals are part of Viohalco companies' operational model as these two elements are essential for the production of low carbon products.

Regarding the supply chain, it is important to note that Viohalco's subsidiaries operate at international level with global production supply chains. Given the different environmental, human rights as well as labour standards across the globe, it is Viohalco companies' intent to embrace a common standard of ethical values and legal requirements within the supply chain.

Viohalco companies are commited to ensuring that all employees return home safely every day. This is why it is of strategic importance to provide a safe working environment and invest in a continuous improvement programmes. During 2021, Viohalco companies, with the assistance of a globally leading consulting firm in health and safety (DuPont Sustainable Solutions), performed a health check of existing management systems and improved safety programmes through workshops, safety leadership training, etc. to improve health and safety performance.

The ESG Roadmap includes other areas of focus such as:

  • environmental performance with water, waste, and chemicals management at the forefront;
  • gender equality;
  • working conditions;
  • labour and human rights;
  • business ethics;
  • the establishment of a whistleblower mechanism.

■ Sustainability Governance

Viohalco's sustainability strategy cannot be realized without the proper governance structures related to ESG matters in place at Board level and across the various subsidiaries. This is an essential ingredient in order to translate the ambitions and goals into actions.

Viohalco's Board has validated the ESG Roadmap including the following key pillars: establishment of policies and relevant KPIs, goal setting in material issues, establishment of appropriate due diligence mechanism, implementation of ESG in supply chain and oversight of ESG strategy, risks, and issues at Board level. The ESG Roadmap was further adopted at Board level by most of the subsidiaries.

An ESG Working Group has been set up in order to support and advise the Board on ESG matters, and hence provide the assurance that such issues are adequately addressed.

An executive management working group within Steelmet comprising of managers from all cross-referencing departments meet on a regular basis to discuss progress of the implementation of the ESG Roadmap, as well as new ESG initiatives. As stated in the "Control and Relationship with Subsidiaries" section of the Financial report on page 100, Steelmet is a Viohalco subsidiary assigned by a subcontracting agreement with the functional support towards all companies of Viohalco.

To ensure compliance and accountability with the ESG Roadmap by the Viohalco subsidiaries, a compensation scheme for subsidiaries' General Managers linked with performance on ESG matters is planned for implementation in calendar year 2022. In addition, an ESG coordinator at each subsidiary level was assigned the role of coordinating the various functions, facilitating relevant ESG actions at subsidiary level and reporting progress on a semi-annual basis.

Essential role in our corporate governance structure is the implementation of a whistleblower mechanism which covers all the subsidiaries in all geographical regions Viohalco companies operate. The mechanism, which will be implemented in 2022, establishes the proper channels of communication for anyone either within or outside Viohalco and its subsidiaries, to report unethical or illegal wrongdoing, while at the same time ensuring comprehensive protection and support for reporting persons.

All of the above structures were created to ensure that our organic growth and economic success do not come at the expense of fair competition, safe working conditions or environmental protection.

Policy framework

Viohalco as a holding company of a predominantly industrial portfolio believes that its companies must demonstrate the same responsibility and share the same values and commitment in sustainability matters in order to preserve long-term value for its shareholders.

Viohalco companies are committed to operating safely in an environmentally and socially responsible manner and to partnering with their customers and community stakeholders to shape a more sustainable future for all parties involved. Viohalco companies aim to establish a relationship of responsibility and trust with its counterparties and to meet expectations by keeping faith with commitments undertaken. The responsible operation of the companies is considered a primary goal and is fundamental for their sustainable operation.

During 2021 Viohalco adopted seven policies that cover the entire spectrum of environmental, social and governance matters. These policies cover the following areas:

    1. Environment
    1. Energy and Climate Change
    1. Health and Safety
    1. Labour and Human Rights
    1. Supplier Code of Conduct
    1. Business Ethics and Anti-corruption
    1. Sustainability

These policies can be found at https://www.viohalco.com/845/en/Policies/

Viohalcο's core values are reflected in its policies that its companies should follow, at a minimum, regarding sustainability matters. The companies in turn have developed their own respective, detailed policies adhering to Viohalco's policy principles at a minimum.

Environment

Viohalco companies are committed to operate with responsibility and respect for the environment and the society. Sound environmental management of all production and storage installations is one of the most important focus areas and is essential to the sustainability of the companies' s activities. Companies shall operate in full compliance with applicable national and EU environmental legislation, as well as with the specific environmental operational terms of each plant, always in a state of transparency and participation in an open dialogue on environmental matters with all the stakeholders.

Energy and Climate Change

Viohalco companies are committed to being a significant contributor to the global effort to tackle climate change. As consumers of both non-renewable and renewable energy, Viohalco companies are committed to buying and using energy in a responsible, efficient, and cost-effective manner with the aim to reduce the carbon footprint.

Health and Safety

Viohalco companies are committed to continually promote health and safety for their employees as well as for their partners, including customers, suppliers, contractors, and visitors. All the companies shall strictly comply with all applicable legislation and fully implement all suitable standards, instructions and procedures regarding health and safety.

Labour and human rights

Viohalco companies do not accept any discrimination of race, gender, religion, age, nationality, social or ethnic origin, disability, belief, sexual orientation, or political and trade union engagement. These principles apply to the recruitment of new employees, to employees with an employment contract and to the professional merit-based promotion of employees. The only decisive factors of employment are performance, experience, efficiency, skills, and qualifications.

Viohalco and its companies do not accept any form of forced labour. All work performed in the companies must be voluntary. The employment of individuals under the applicable statutory minimum age for workers is prohibited.

Viohalco and its companies recognise the right of all employees and stakeholders to work with dignity and believe that everyone in the companies is responsible for having due regard for human rights.

Viohalco and its companies support and respect the fundamental principles, as articulated in the Universal Declaration of Human Rights as well as the protection of international human rights within the sphere of their influence and will not be complicit in human rights abuses. The Companies' policies and procedures adhere to all applicable domestic laws concerning freedom of association and collective bargaining, non-discrimination, forced labour and underage workers in the workplace.

Supplier Code of Conduct

The Supplier Code of Conduct has the goal of ensuring that Viohalco companies business partners share and promote Viohalco companies' fundamental values in ethics and sustainability principles. Viohalco companies require their business partners to comply with all the principles in the Supplier Code of Conduct and will correspondingly promote these principles within their own supply chain.

Business ethics and anti-corruption

Viohalco and its companies are committed to conducting its business with honesty and integrity and in compliance with all relevant laws. Viohalco and its companies ensure transparency in all interactions and acknowledges that it has a moral and legal obligation to act responsibly in all jurisdictions. Viohalco and its companies have put internal controls in place to ensure that illegal and unethical business activity does not occur. The performance and competitiveness are strengthened solely through lawful conduct.

Viohalco and its companies have internal controls to ensure all kinds of bribery and corruption do not occur.

Sustainability

Viohalco, as a holding company, is committed through its subsidiaries' activities to meet the needs of society by delivering, through its subsidiaries, products in a reliable, inclusive, and sustainable manner, and in doing so, creating shared value for all stakeholders. Viohalco companies commit to operate in a way that creates progress towards the UN Sustainable Development Goals. Through this commitment, Viohalco companies seek to help preserve the environmental, social, and economic assets that are fundamental for society and important to our long-term value creation. Viohalco companies build on the contribution of their employees and fully integrate sustainability in their strategy, business plans, operations, aiming to maximise its positive effect by engaging with all business partners.

Operational Due Diligence

The compliance of subsidiaries' policies incorporating Viohalco's policies' principles is ensured by an extensive due diligence programme performed by Steelmet, which is responsible, , for the monitoring of Viohalco companies' performance including nonfinancial matters. Steelmet employs proficient auditors in their respective field of expertise who perform periodic reviews and assessments of the subsidiaries.

During their periodic business reviews, the top management of Viohalco companies reports to Steelmet on performance metrics, where applicable, and analyses risks and challenges as well as corrective actions that are deemed necessary.

The progress of corrective actions as well as any non-compliance matters are addressed, and the subsidiaries are required to commit to a verifiable course of action within a specific timeframe. Steelmet reports on a regular basis to Viohalco's Audit Committee identifying potential risks on these matters.

In addition, due diligence in the matters of environment, energy management and health and safety is also performed by external auditors during periodic management system certification reviews. The entirety (100%) of Viohalco production companies under the scope of this report are certified with the Environmental Management System ISO 14001:2015 and the Occupational Health and Safety Management System ISO 45001:2018. When accounting for all production installations including those outside the scope of this report, 89% are certified with the environmental Management System ISO 14001:2015, and 86% with the Occupational Health and Safety Management System ISO 45001:2018. Considering that health and safety (H&S) matters are of strategic importance to Viohalco's subsidiaries, further evaluations and health checks of the H&S programmes are performed by a third party (DuPont Sustainable Solutions) on a periodic basis to ensure a transparent and objective assessment.

The above stated management systems lays out responsibility areas and operational practices for these task areas across all companies' operations while at the same time create a regular monitoring of compliance with internal and external audits. To ensure that all subsidiaries are following a continuous improvement path, Steelmet professionals have close cooperation with subsidiaries' top management and pertinent personnel to draw continuous improvement plans with specific, prioritized, improvement actions as well as benchmarks that need to be achieved within certain time frameworks.

■ Materiality analysis and performance outcome

Viohalco is a holding company with a majority stake in multiple industrial companies of various sizes as described on page 3. Hence the scope of this report focuses on the legal entities with the most significant impact and potential risks on non-financial issues. These companies are the largest production facilities in terms of revenue and personnel employed which have a direct correlation to environmental, social and governance issues. The selection has been made basedon their comparatively large labour force, demand in natural resources such as water and raw materials, large energy intensity and carbon footprint, extensive business impact and therefore the largest and material overall impact in terms of nonfinancial matters under the scope of this report. The two quantitative criteria that these companies meet are:

  • a) a minimum 3% contribution to the Viohalco total consolidated revenue, and
  • b) minimum 200 employees.

The outcome of this selection is the following eleven companies:

    1. ElvalHalcor (aluminium and copper segment)
    1. Bridgnorth (aluminium segment)
    1. Symetal (aluminium segment)
    1. Sofia Med (copper segment)
    1. Hellenic Cables (cables segment)
    1. Fulgor (cables segment)
    1. Icme Ecab (cables segment)
    1. CPW (steel pipes segment)
    1. Sidenor (steel segment)
    1. Sovel (steel segment)
    1. Stomana Industry (steel segment)

The above list includes companies from all Viohalco's industrial segments. The non-financial information for the above-mentioned companies are consolidated and presented on a per-segment basis as the companies within the same segment have similar nonfinancial issues and risks. Indicatively, the above companies include approximately 91% of revenue before consolidation and 72% of Viohalco companies' total employees.

The Real Estate and R&D&I segments do not meet the two criteria due to the nature of their activities which have significantly lower impact on environmental, social and governance issues under scope of the Belgian Code of Companies and Associations . They are more service-oriented, unlike the industrial companies with a much higher footprint in environmental and social issues.

Due to the various geographic locations of each company and the varying degree of material environmental matters each company may be facing (carbon and water risks vary among subsidiaries depending on geographic location), it was deemed necessary that a separate materiality analysis is performed for each company. The selection of the material issues reported in the present report was based on an extensive materiality analysis performed separately by each company. The materiality analysis in each subsidiary was performed according to the GRI Standards within the last two years and a new materiality analysis will be performed within 2022 due to the rapidly changing business environment.

The stakeholders considered in the materiality analysis were employees, customers, business partners, academic institutions, governments, local communities, local government, shareholders, financial institutions, and suppliers.

Several issues are included and assessed in the materiality analysis, such as environmental issues, employee issues, working conditions, compensation, products, social issues, business ethics, etc. The identified topics form the basis of this report. Based on these materiality analyses from each company, the major and more commonly found matters and associated non-financial risks were selected due to their potential to negatively impact the companies' business relations, products, and long-term sustainable operation.

The non-financial issues identified in the materiality analysis phase of the companies and corresponding risks were then correlated to non-financial metrics from the SDGs' reporting framework, where available. Furthermore, GRI Standards were selected to supplement SDG metrics to cover the entire spectrum of metrics for each material matter to assess the performance and risk exposure.

Viohalco, as previously stated, has identified the major and more commonly found areas of material impact that have been selected by the individual companies' materiality analysis as well as stakeholder assessment, and the main ESG issues and risks of concern are those listed in the table below.

Issue identified
in materiality analysis
Issue
category
Relevant
SDG
Viohalco subsidiaries' risk area of material
impact
Water availability and
wastewater management
Environment Water intensity, water availability, compliance with wastewater discharge limits
Energy efficiency, sources of
energy
Environment Energy consumption, availability of low carbon energy at competitive cost
Climate change impact Environment Carbon emissions of production, carbon intensity of raw materials
Environmental protection and
responsible production (waste
management, circular economy)
Environment Accidental releases to the environment, waste management, circularity of production
process, hazardous chemicals monitoring
Occupational Health and Safety Social Provision of safe working environment
Labour and human rights Social Equal rights among workers, labour conditions, training for employees' skills
development
Responsible sourcing Social Environmental impact and human rights in the supply chain
Transparency and anti
corruption
Governance Business ethics, data privacy, compliance with regulatory system

■ Environmental Responsibility

Water availability and wastewater management (SDG 6)

Water is an essential element of Viohalco companies' production process and therefore its responsible use is critical for the companies' business continuity. Responsible use of water includes:

  • the reduction of water intensity utilizing water conservation technologies where possible, the continuous monitoring of consumption so leaks can be detected on time and the preventive maintenance of water networks to avoid water losses;
  • carefully assessing water availability and the adoption of measures, when needed, for adequate alternatives of supply in times of water shortage;

• proper maintenance and operation of wastewater treatment plants to have full compliance with water discharge limits.

The availability of industrial water is of critical importance and the majority of the plants have a programme of water consumption monitoring in order to improve their water intensity. There are continued efforts to decrease water consumption as part of the companies' long-term improvement of their environmental footprint.

The aluminium and copper segments experienced an increase in total water consumption due to higher production volumes while the water intensity of the individual companies remained steady except the aluminium segment of ElvalHalcor which showed an improvement of 8% in water intensity. The steel and cables segments also showed a significant reduction in water consumption in 2021 despite the higher production volumes which is attributed mostly to improvements in the water intensity of Sovel (18%) and Icme Ecab (17%) which proves that the water reduction efforts have a significant effect on the water intensity of the individual companies.

Aluminium segment Copper segment Steel segment
2021 2020 2019 2021 2020 2019 2021 2020 2019
Water consumption (103
m3
)
977 884 861 765 699 682 2,509 2,530 3,025
Cables segment Steel pipes segment
2021 2020 2019 2021 2020 2019
Water consumption (103
m3
)
305 315 403 44 63 71

During 2021, none of the subsidiaries were affected by water shortages and water reserves in all geographic locations. It is important to note that none of Viohalco's companies is operating in a declared water-stressed areas. However, the companies monitor water availabilityand the hydrologic cycle as there may be changes in the future, especially considering the expected effect of climate change in the Meditarreanean region. The sourcing of water varies depending on the region. Approximately 32% of the companies' source water directly from extraction wells while the rest 68% receives the water from the local water companies.

Viohalco companies operate 21 installations throughout Europe that are subject to the Industrial Emissions Directive (Directive 2010/75/EU) and are therefore required to meet very stringent emissions limits in atmospheric emissions standards as well as water effluents.

The above- stated plants are required to meet Best Available Technique Associated Emissions Levels (BAT-AELs) that are among the strictest in the world and require extensive investments in environmental infrastructure as the plants require, in many cases, high level of water treatment to meet local discharge limits.

The discharge points are regularly monitored either by automated systems on a 24-hour basis or periodically, by specialized personnel. The discharge of treated wastewater is a very important issue especially for the companies discharging treated wastewater directly to a water body and not to a wastewater network for further treatment. The measurement of possible incidents of discharge limits exceedances is critical in identifying the level of compliance as well as the possibility for any need of corrective measures.

The wastewater discharge of all the companies are monitored

closely by the pertinent authorities on a periodic basis. During 2021, there was one administrative fine for one occurrence in Stomana Industry collected wastewater samples.

Energy consumption and sources of energy (SDG 7)

Most of Viohalco companies are electricity intensive because of the nature of metal processing, both in metallurgy as well as downstream processing. Energy efficiency of industrial operation is an extremely important matter that besides its obvious economic implications, has also a direct effect to the indirect carbon footprint (Scope 2 emissions).

Energy efficient operations are considered by Viohalco and its subsidiaries absolute prerequisites for securing long-term viability. The focus of energy efficiency efforts is on identifying investment opportunities in energy efficiency measures through periodic energy audits performed by specialized consultants. It is important to note that 67% of the plants in the scope of the NFD are already certified with the Energy Management System ISO 50001:2018 and hence, are required to demonstrate continuous improvement of energy-related KPIs.

The Viohalco companies generally purchase electricity from the main energy suppliers of the countries they operate as none of the companies own their own energy source. The energy consumption of each segment is shown below.

All the segments experienced an increase in total energy (thermal and electrical) consumption in 2021 due to higher production volumes. The energy intensity of the individual companies remained at similar levels as in 2020 with small variations (<2%) from year-to-year intensities except in the case of Elval, the aluminium rolling division of ElvalHalcor S.A., which showed an improvement of 8% in energy intensity, primarily due to the first full of operation of the new, more efficient, four stand tandem hot-rolling mill.

Aluminium segment Copper segment Steel segment
2021 2020 2019 2021 2020 2019 2021 2020 2019
Total energy consumption (103
MWh)
1,099 978 993 375 353 348 1,710 1,572 1,710
Cables segment Steel pipes segment
2021 2020 2019 2021 2020 2019
Total energy consumption (103
MWh)
169 153 151 34 48 56

Besides energy consumption, it is of strategic importance for Viohalco subsidiaries to have access to low carbon electricity to minimize their carbon footprint as well as to decrease their exposure to carbon pricing through indirect emissions. The numbers shown in the following table reflect the grid energy mix and renewable energy share for the respective grid. The companies' strategic goal is to cover the entirety of its electricity needs with renewable energy. Given their geographic footprint and the existing power market regulatory frameworks in these countries, currently there are limited available viable routes towards this goal.

In the meantime, the companies continuously explore alternatives for direct supply of renewable electricity, such as bilateral or market based Green PPAs. As mentioned earlier, the entire cables segment as well as Corinth Pipeworks are in the final stages of securing such PPA which are expected to deliver 80% RES power by 2025 at the latest.

Aluminium segment Copper segment Steel segment
2021** 2020 2019 2021** 2020 2019 2021** 2020 2019
Renewable energy share in electricity (%)* 28.6 28.6 25.3 22.5 22.4 19.9 23.8 23.6 20.7
Cables segment Steel pipes segment
2021** 2020 2019 2021** 2020 2019
Renewable energy share in electricity* (%) 32.7 32.8 29.6 25.9 25.9 22.9

* All data based on AIB 2019-2020 residual mix reports (Greece, Bulgaria, Romania). UK data based on UK National Statistics on Energy report 2021. ** Number is an estimation as final figures for the Greek and Bulgarian energy grid are not finalized as of the date of publication

Climate change impact (SDG 9)

Climate protection is one of the priority issues on the European Union agenda. Climate change presents a threat to the viability of the planet and the EU has the ambition of becoming the first climate neutral continent in the world by 2050. Viohalco companies support EU's "Roadmap to 2050" and have committed to contribute actively and de cisively by reducing carbon emissions in their operations as well as through low carbon enabling products that are vital in the energy transition and for the customers to meet their own sustainability goals.

The biggest challenges the companies commonly face is the minimisation of carbon emissions, both direct (Scope 1) and indirect (Scope 2) but most importantly, Scope 3 emissions (supply chain) as the latter generally contribute for the vast majority of embedded emissions in the delivered products.

Due to their relatively high electro-intensity, certain Viohalco companies generally have a much higher Scope 2 emissions than Scope 1 emissions. As mentioned earlier, the companies have a strategic goal to cover the entirety of its electricity needs with renewable energy PPAs. Given their geographic footprint and the existing power market regulatory frameworks in these countries, currently there are limited available, viable routes towards this goal. The total footprint figures below (Scope 1 and 2) are reported according to Greenhouse Gas Protocol Scope 2 Guidance (https://ghgprotocol.org/scope_2_guidance) which is the most commonly used standard internationally.

It is important to note, however, that in order for metal production companies in general to reach net-zero emissions by 2050, a global transformation of industrial production will be required as the necessary investments are technologically and economically several years (decades in some cases) away until they reach industrial scale. These elements are among others, green hydrogen to replace natural gas for thermal energy and a continuous supply of low carbon electricity as currently the energy storage is not competitive enough to ascertain 24-hour delivery of green energy. The potential for the further reduction of carbon intensity, therefore, has external limitations and higher reduction potentials must first be developed and tested on an industrial scale before being incorporated in the companies' operations.

In particular, two Viohalco subsidiaries, Hellenic Cables and Corinth Pipeworks, have already committed to the Science Based Target Initiative (SBTi) to meet near-term (2030) and long-term net zero targets at the latest by 2050. More specifically, Hellenic Cables has already submitted its targets pending validation from SBTi, to halve its scope 1 & 2 emissions (50% by 2030 from a 2020 base year) and reduce value chain emissions (scope 3, including raw materials and commuting emissions) by 25%, within the same timeframe. Hellenic Cables also commits to increase annual sourcing of renewable electricity to 80% and 100%, by 2025 and 2030, respectively. Over and above near-term progress, Hellenic Cables projects to reach net-zero greenhouse emissions across its entire value chain before 2050, from a 2020 base year. Corinth Pipeworks submitted its commitment in February 2022 and is awaiting for its approval from SBTi.

Currently, there are five Viohalco companies in the EU Emissions Trading System (ETS) and one company in the corresponding UK Trading System. All Viohalco companies in the corresponding trading systems receive less free allowances than their actual emissions and a result, they are required to purchase carbon allowances on a annual basis. This shortage of allowances has an increasingly negative effect on their competitiveness as it does in over 95% or European industrial companies that participate in the ETS. The cost-free allocation is based on benchmarks, which unfortunately are far from adequate for even the most efficient Viohalco companies' industrial plants.

Total carbon emissions are shown below in order to show the materiality of carbon emissions and the corresponding exposure each segment has. The higher total emissions across all segments reflects the higher production volumes in 2021 compared to 2020. The carbon intensities of the individual companies remained at similar levels as last year while Elval showed a significant improvement (7.6%) due to the reduction of indirect emissions.

Aluminium segment Copper segment Steel segment
2021 2020 2019 2021 2020 2019 2021 2020 2019
Direct emissions (Scope 1) 148,086 131,118 132,710 40,497 37,562 36,747 187,987 160,612 184,675
Indirect emissions (Scope 2) 163,664 148,330 169,085 65,479 59,675 70,271 529,710 492,511 615,181
Total carbon emissions* 311,750 279,448 301,795 105,976 97,237 107,018 717,698 653,123 799,856
Cables segment Steel pipes segment
2021 2020 2019 2021 2020 2019
Direct emissions (Scope 1) 14,724 15,743 13,989 1,797 3,212 2,434
Indirect emissions (Scope 2) 40,510 36,594 42,024 13,096 19,887 26,740
Total carbon emissions * 55,235 52,337 56,013 14,893 23,099 29,174

* Total carbon emissions in tn CO2 / yr. Figure includes Scope 1 and Scope 2 emissions

Environmental protection and responsible production (SDG 12)

Viohalco companies make continuous efforts to minimize the environmental impact of their operations. Vital to this effort is the implementation of prevention measures in chemicals storage and use as well as continuous monitoring for the case of accidental incidents (spills or leaks) to the environment. All environmental incidents that have the potential to impact the environment directly or indirectly are closely monitored and procedures have been developed for their immediate detection, investigation, and immediate remediation if they do occur. All necessary safety measures (secondary containments, implementation of zone owners, etc.) have been implemented by the companies, so that the probability of a pollution incident is very low.

During 2021, no such incidents with any impact on the environment occurred. All spills of chemicals or fuels that occurred in 2021 were contained within the secondary containment structure in place and were immediately resolved without consequences. It is important to note that all the installations under scope of the NFD are certified according to ISO 14001:2015 international standard.

As part of the ESG Roadmap, Viohalco and its subsidiaries implemented in 2021 a new initiative to identify, record and flag associated hazard risks of all the chemicals purchased, stored, and used in the industrial plants. This project, due to its size, is expected to be completed within 2022.

Viohalco companies are committed to environmentally friendly waste management and aim primarily at waste generation reduction and improvements related with reuse and recycling, as well as identifying contractors with a more environmentally friendly treatment method. The companies' goal is to maximize closed loops cycles according to circular economy principles and the European Green Deal initiatives.

Waste volumes generally increased in 2021 due to the higher production volumes across most segments. Although waste generation intensity varies significantly depending on the production process, the waste intensity per company has remained at similar levels.

It is noticeable, however, that the steel segment which is the most waste-intensive segment of Viohalco continues to improve its waste footprint with year-to-year improvements. Due to the gradual decharacterization of its waste from the "waste status" to "by-products" status according to the Waste Framework Directive , they improved the waste intensity 19% year-over-year on a consolidated basis.

The portion of the generated waste that is sent for reuse, remanufactured or recycling remained at high levels for all segments supporting the transformation to a circular economy.

Aluminium segment Copper segment Steel segment
2021 2020 2019 2021 2020 2019 2021 2020 2019
Waste generation (tn) 61,183 52,738 51,269 30,663 31,795 36,217 184,325 204,856 358,818
Waste reused, re manufactured and recycled* (%) 98 98 98 95 96 95 86 88 94

* Waste reused, remanufactured, recovered and recycled measured versus total waste generated

Cables segment Steel pipes segment
2021 2020 2019 2021 2020 2019
Waste generation (tn) 15,372 15,211 14,162 16,130 25,077 27,598
Waste reused, re manufactured and recycled* (%) 92 91 89 99 99 99

* Waste reused, remanufactured, recovered and recycled measured versus total waste generated

EU Taxonomy

The EU's Regulation on the establishment of a framework to facilitate sustainable investment (the Taxonomy Regulation EU 2020/852) requests (Article 8) that companies subject to an obligation to publish non-financial information shall disclose in their NFD the proportion of their turnover, capital expenditure and operating expenditure related to "Taxonomy-eligible and Taxonomy non-eligible economic activities".1

Viohalco has evaluated the business activities against the EU Taxonomy eligibility criteria for climate mitigation and climate adaptation and has subdivided eligible activities into four types (cf. Disclosures Delegated Act EU 2021/2178):

Eligible economic activity Description NACE- Code Climate change
mitigation
Climate change
adaptation
3.8 Manufacture of aluminium Secondary aluminium production C24.42
3.9 Manufacture of iron and steel Manufacture of iron and steel, EAF production
with over 90% of steel scrap relative
to product output
C24.10
3.1 Manufacture of renewable
energy technologies
Manufacture of insulated wiring cables
products used for the renewable energy sector
C27.32
4.9 Transmission and distribution
of electricity
Construction and Installation services of
electricity distribution networks
C35.13
C35.12

The cables segment produces cables products that are used in various applications including renewable technologies manufacturing (3.1), as well as installation projects for transmission and distribution of electricity (4.9). The activity of the steel segment, produces crude steel in Electric Arc Furnaces (EAF) (3.9), using as raw materials scrap steel in a percentage higher than 90% relative to steel product output. The aluminium segment engages in secondary aluminium production (3.8), through the different aluminium companies.

The table below present the necessary KPIs for the eligible Viohalco companies, based on Article 8 reporting requirements.

  1. Activities that qualify as environmentally sustainable under Articles 3 and 9 of the same Regulation.

EU Taxonomy – Viohalco

Amounts in EUR millions
Economic activities
Turnover % of
turnover
CAPEX % of
CAPEX
OPEX % of
OPEX
A. Eligible activities
Production of secondary aluminium 843.5 15.7% 18.2 6.8% 12.2 14.9%
Production of secondary steel 967.1 18.0% 4.0 1.5% 5.4 6.6%
Production of cables products and provision of services 290.2 5.4% 17.1 6.4% 4.2 5.1%
Environmentally sustainable activities (A.1) 2,100.8 39.1% 39.3 14.8% 21.8 26.6%
B. Non-eligible activities
Non-eligible activities (B) 3,273.7 60.9% 226.8 85.2% 60.1 73.4%
Total (A+B) 5,374.5 100.0% 266.0 100.0% 81.9 100.0%

Further information about the allocation of turnover, CAPEX and OPEX to the environmental objectives of the EU Taxonomy can be found in pages 110-112.

■ Responsibility towards society

Occupational health and safety (SDG 3 and 8)

The nature of the diversified portfolio of Viohalco companies results in a different occupational health and safety risk profile for each company. The difference is attributed to many factors such as type of production, thermal metallurgy, rolling, extrusion, chemical coating, etc., technology of infrastructure, equipment condition and safety features, manufacturing processes and materials used. Irrespective of the different nature of the company activity, the health and safety of the companies' personnel is of utmost importance and the companies invest significant amount of resources to improve working conditions and create a safer working environment.

Viohalco companies are committed to provide their employees a safe working environment and this is provided through investments in improving existing safety infrastructure (machine guarding, LOTO), increasing risk awareness and Behavior Based Safety through training programmes and establishing solid procedures and management systems.

Viohalco companies in an effort to improve risk awareness among employees, develop detailed risk assessments by conducting a systematic hazard identification associated risks evaluation, subsequently facilitating the implementation of reasonable control measures. Emphasis is also given in performing accurate incidents analysis to ensure there is a solid framework in place for a systematic approach to incident reporting, management, and investigation, thereby enabling effective corrective and preventive actions to be set.

During 2021 and as part of the ESG Roadmap strategic goals, all subsidiaries were required to establish a five-year improvement plan. The year 2022 will be the first year of the action plan implementation and Steelmet personnel will monitor closely the timely implementation. It is important to note that all the installations under scope of the NFD are certified according to ISO 45001:2018 so the installations are subject to external audits by the certifying bodies as well.

As health and safety matters are of strategic importance to Viohalco's subsidiaries, further evaluations and health checks of the H&S programmes are performed by a third party (DuPont Sustainable Solutions) on a periodic basis to ensure a transparent and objective assessment. These assessments are additional tools for identifying improvement areas.

Three out of the five segments showed a deterioration in the Lost Time Incident Rate (LTIR) and the companies have identified the improvement areas they will focus on in 2022 as well as the subsequent years to create a safer working environment. The severity rate, another main indicator used to show the seriousness of each incident, shows a declining trend as three out of the five segments showed an improvementin 2021.

Besides the two lagging indicators previously stated , the companies have an extensive list of internal leading indicators to guide them through the improvement process. Training in health and safety matters is of critical importance and emphasis has been given to the completion of a training matrix that is customized to each job description and the completion of all necessary sessions for each employee.

Aluminium segment Copper segment Steel segment
2021 2020 2019 2021 2020 2019 2021 2020 2019
LTIR* 5.4 4.1 7.1 6.8 7.1 8.5 5.0 3.6 5.0
SR** 182 70 86 122 226 376 115 80 243
H&S training hours per employee 4.7 2.7 4.7 4.9 3.8 3.1 3.2 1.7 3.8
# fatalities 0 0 0 0 0 0 0 1 1

Cables segment Steel pipes segment

2021 2020 2019 2021 2020 2019
LTIR* 8.8 6.4 5.4 1.7 1.7 1.0
SR** 105 111 149 27 119 106
H&S training hours per employee 6.4 6.4 10.2 6.2 5.3 3.7
# fatalities 0 0 0 0 0 0

* LTIR: Lost time incident rate (number of LTI incidents per million working hours)

** SR: Severity rate (number of lost workdays per million working hours)

Labour and human rights issues (SDG 5 and 8)

Viohalco companies recognize the contribution of their people in their successful business performance and future growth. In line with this approach, the companies are committed to implementing responsible working practices.

All Viohalco companies seek to provide their employees a workplace of equal opportunities by investing materially and systematically, in their training and development. Steadily oriented to human values, the companies strive to implement responsible management practices regarding to human resources.

As shown in the table below, special circumstances caused by the pandemic crisis faced by some of the segments resulted in very different directions regarding employee turnover ratio. Although relatively stable in the previous years, the employee turnover increased in four out of the five segments.

Finally, due to the effects of the pandemic crisis having a smaller impact in 2021, all 5 segments increased the training hours per employee significantly With the further de-escalation of the pandemic effect, the companies have an ambitious plan to increase training hours further in 2022.

Aluminium segment Copper segment Steel segment
2021 2020 2019 2021 2020 2019 2021 2020 2019
Employee turnover* (%) 12.2 10.1 6.1 20.8 10.2 13.0 10.1 22.5 12.4
% of women 10.3 10.4 8.7 13.9 14.1 12.4 18.4 16.8 18.7
Training hours per employee ** 11.0 8.02 18.2 9.9 8.9 9.7 7.4 6.7 6.7
Cables segment Steel pipes segment
2021 2020 2019 2021 2020 2019
Employee turnover* (%) 12.7 10.4 19.3 30.0 15.0 7.5
% of women 12.3 15.8 13.3 8.5 9.8 9.5
Training hours per employee ** 16.4 12.6 22.2 11.3 8.3 12.3

* Employee turnover = (employees who leave the organization voluntarily or due to dismissal, retirement, or death in service)/Total employees*100 Total workforce: Total employees at the end of the year (31/12 data).

** Hours of training: Average hours of training per employee per year

Viohalco and its subsidiaries have taken a series of steps to support and increase the share of female employees, such as supporting families with young children with child-care subsidies on top of their base salaries.

Viohalco companies have established an Employee Code of Conduct that is based on the principles of the Labour and Human Rights and Business Ethics and Anti-corruption Policies adopted by the subsidiaries.

During 2021 and as in previous years, no incidents of discrimination were recorded or reported within the existing grievance mechanisms and no incidents of forced or voluntary child labour occurred.

As part of the ESG Roadmap established in 2021, Viohalco and its subsidiaries rolled out two new ambitious and important initiatives to support the transparency and compliance of all companies with the adopted policies.

The first initiative is an extensive employee training in matters of labour and human rights, diversity equality and inclusion, and workplace harassment and prevention. The training programme, due to its size, will be completed within 2022 and relative KPIs will be presented in next year's NFD.

The second initiative is the establishment of a whistleblower mechanism for all Viohalco companies which will be implemented in 2022. The mechanism establishes the proper channels of communication for anyone either within or outside Viohalco and its subsidiaries to report illegal behavior regarding labour or human rights practices, environmental compliance, and business ethics issues while at the same time ensuring full protection and support for reporting persons.

Responsible sourcing (SDG 12)

Viohalco companies are committed to operate responsibly in all their business activities while at the same time expecting the same responsibility from its business partners. Due to the relative position of Viohalco subsidiaries in the value chain, the subsidiaries rely heavily on primary metal producers often located outside the EU. It is therefore of utmost importance that the business partners and suppliers of raw materials practice sound management in all ESG matters.

Suppliers are, after all, an important resource and Viohalco subsidiaries have the intention to work closely with strategic suppliers in order to establish relationships based on the same ethical, social, and environmental standards.

As part of the ESG Roadmap established in 2021, two new initiatives were created to monitor business partners' performance on sustainability issues. First, Viohalco and its subsidiaries adopted the Supplier's Code of Conduct which requires the subsidiaries' business partners to show the same concern for employee health and safety, respect and protection of the environment, and respect for labour and human rights. All subsidiaries during 2022 will request that tier 1 and 2 suppliers of raw materials (on a money spent basis) adopt the Supplier Code of Conduct. The results of the initiative will be presented in a relative KPI in next year's NFD.

The second initiative requires the evaluation of all Tier 1 suppliers of raw materials to be evaluated on sustainability matters by a world class company in this field, Ecovadis. The results of the initiative will also be presented in a relative KPI in next year's NFD. The purpose of this initiative is to increase transparency in the supply chain and to identify risks that may appear in the future. In addition, responsible sourcing is vital to the delivery of products that carry the minimum environmental and social impact. Viohalco and its subsidiaries are convinced that only through responsible sourcing the final products delivered to customers can help them achieve their own sustainability goals.

The Responsible Sourcing initiative of Viohalco's ESG Roadmap includes close monitoring of suppliers' compliance with the Conflict Minerals Regulation in order to ascertain that no material is procured from conflict countries.

Disclosures for the implications of Covid-19 Impact

The Covid-19 pandemic affected society to an even greater degree during 2021. Although the various countries in which Viohalco companies operate relaxed some of the preventive measures in place during 2021, Viohalco companies retained the preventive measures in order to attain business continuity (orders for critical materials placed in advance, alternative suppliers identified, increased safety stock for certain materials) and maximum protection of employees and their families.

As a result, no interruption of regular operation was experienced throughout 2021 including projects under construction/ commissioning. Overall, due to the mitigating measures taken by the subsidiaries, Covid-19 was not disruptive to any of the companies meeting its sustainability goals and actions, including employee training which during 2020 decreased significantly. The companies were able for the most part return to previous or higher levels of training with more sessions and less people present in order to avoid super-spreading events. An even more ambitious training programme is planned for the majority of Viohalco companies in 2022 in order to compensate for the loss of scheduled personnel classroom training in 2020.

During 2021, emergency response plans remained in place with small variations depending on the various infection waves throughout the seasonal changes of the year. Viohalco and its companies implemented multiple preventive and mitigating measures in all aspects of work life that included frequent preventive PCR testing, transportation to and from work, obligatory mask use in all indoor company sites, extensive hygiene measures, medical advice and support to all work force, especially vulnerable groups. Remote work varied depending on the risk exposure and the density of seating among employees always in compliance with guidelines or mandatory requirements by the competent national authorities. The companies' management was supportive to all employees throughout the pandemic by allowing for ample quarantine time when employees were exposed to confirmed cases.

In addition, a support help line with a dedicated 24-hour telephone line by a specialized service was offered to all Viohalco companies' employees throughout this trying period of quarantines and personal distress. The enhanced health and safety preventive and mitigating measures remain in place across Viohalco companies and the same model will be followed on a risk-based approach.

■ Governance

Transparency and anti-corruption (SDG 16)

Viohalco and its companies acknowledge the significance of business ethics and anti-corruption matters. In order to ensure the implementation of the respective policy, they have applied the proper internal controls and procedures of operation demonstrating accountability, fairness, and transparency in the relationship with all stakeholders.

As part of the ESG Roadmap established in 2021, Viohalco companies implemented a new initiative for employee training in matters of business ethics and code of conduct, and anti-bribery and corruption. The training programme, due to its size, will be completed within 2022 and relative KPIs will be presented in next year's NFD.

The training programme aims at management and employees with a special risk profile due to the nature of the job. The training will include special sessions for the management teams in order to ensure that all matters involving business ethics (money laundering, antitrust and competition laws, anti-corruption, data privacy, etc.) are well comprehended.

Furthermore, a second initiative established in the ESG Roadmap in 2021 is the whistleblower mechanism that is intended to detect and prevent illegal behaviour at an early stage. The whistleblower mechanism will be implemented in 2022. The mechanism establishes the proper channels of communication for anyone either within or outside Viohalco and its subsidiaries to report illegal behavior regarding labour or human rights practices, environmental compliance, and business ethics while at the same time ensuring comprehensive protection and support for reporting persons. The mechanism will be in compliance with the European Whistleblowing Directive.

During 2021, no incidents of corruption or bribery were recorded or reported within the existing grievance mechanisms while there were no incidents of data privacy breaches as reported by the GDPR Data Protection Coordinators of each Viohalco company. In addition, there were no fines paid due to settlements for unethical business practices or corruption matters.

■ Integrated management of non financial risks

Viohalco and its companies face a variety of non-financial risks as previously discussed and has a risk identification process in order to identify those risks and implement mitigation measures wherever possible. All industrial activity-related risks such as environmental and health and safety are associated with the subsidiaries with industrial operations.

Managing the non-financial risks is considered to be a very critical task by the companies' management as these risks have the potential to create a direct or indirect impact on the companies' continuous operation as well as to create future liabilities.

In order to improve risk management in non-financial issues among subsidiaries, Steelmet professionals have established policies and procedures for managing risks that companies' management must comply with. Furthermore, the ESG Roadmap has established the periodic monitoring of several key leading and lagging indicators in order to monitor progress on all ESG-related risks as well as risks that the companies anticipate will be or have the potential to be disruptive in the future. Such risks relate to new legislation coming into effect in the future such the ''Fit-for-55'' package of legislative initiatives.

The companies have their own skilled personnel and consultants managing these matters and they implement certified management systems ISO 14001:2015 and ISO 45001:2018 as well as the energy management system 50001:2018, thus providing an additional management tool for all related risks. The management systems provide the framework for planning and implementing measures, taking the proper preventive steps, monitoring the efficiency of the measures, and providing the continuous improvement culture necessary to ensure improving performance and risk management.

Risks are analyzed from a financial, environmental, and social perspective in order to get a full understanding of the complete array of impacts of non-financial issues. Below is a description of the main non-financial risks identified that may affect business operations, reputation, and ultimately the financial results of Viohalco.

Environment

The major risks related to environmental issues are regulatory compliance, climate change and water management.

Regulatory Compliance

The regulatory environment in which Viohalco companies operate is very demanding as industrial operations in Europe, especially in metal processing, are subject to a broad range of laws and regulations that are updated on regular intervals. The regulatory framework imposes stringent standards that require a continuous effort in human and capital resources in order to comply. Hazardous waste management, discharge limits, atmospheric pollution abatement, are some examples of environmental matters that can create potential liabilities for Viohalco companies. The associated risks extend to financial risks (regulatory fines, pollution liabilities, remediation requirements), environmental risks (environmental damage to groundwater, surface soils, ecosystems) and social (impact to local communities' quality of air or water supplies).

It is important to note that 21 industrial installations of Viohalco companies are in the scope of the Industrials Emissions Directive of the EU which requires industrial installations to operate with the obligatory implementation of Best Available Techniques to ensure stringent emission limits.

Mitigation of all those risks are managed by the established environmental management programmes and trained professionals at Viohalco companies. The total annual environmental expenditures of Viohalco companies are in excess of EUR 25 million over the last few years with an upward trend due to continuous improvement efforts implemented by the subsidiaries.

Climate change

Although ambitious and absolutely necessary to address the biggest current challenge for the environment, the proposed Fitfor-55 package by the EUposes several risks for Viohalco companies' carbon intensive industries due to its short fall to create a levelplaying field with industries operating outside the EU. Although intended to protect carbon intensive companies from carbon leakage, the proposed Carbon Border Adjustment Mechanism (CBAM,) current measures are insufficient to provide the framework for avoiding circumvention by resource shuffling of extra-EU companies . At the same time the current plan gradually decreases free allocation and does not address much needed measures to allow for a WTO-compatible, carbon cost recovery for European exports.

As such, carbon-related framework conditions for 2030 are being analyzed in various scenarios of carbon costs emanating from proposed climate policies and how these may affect the competitiveness of Viohalco companies due to direct and indirect carbon emissions related costs as well as the anticipated impact on the cost of imported primary metals.

Viohalco companies consider that climate change is an area with a material impact not only with respect to financial materiality (negative impact on the company) but also with respect the environment and society (negative impact to climate, hence to the environment and society).

The financial materiality stems from the fact that the companies have transition as well as physical risks.

Transition risks relate to risks arising from the transition to a low carbon economy such as the proposed policies that:

  • Require demanding energy efficiency measures;
  • Impose carbon pricing mechanisms which intend to increase carbon price, affecting both cost of direct and indirect emissions;
  • Impose CBAM on the aluminium and steel industries which are included in the first phase of the mechanism and as a result, gradually decreases the free allowances these companies receive.

The Viohalco segments of steel, aluminium and copper, characterized by their energy intensive production processes, are some of the most exposed sectors in industrial manufacturing to carbon leakage because they are priced globally as commodities and are highly energy intensive. The existing technologies to mitigate the carbon emissions from the consumption of thermal and electrical energy are not widely available from a technological and economic perspective and therefore Viohalco companies do not have an alternative for aggressive decarbonization measures in their production processes in their immediate future, especially in the substitution of thermal energy which relies on natural gas.

The EU's new ambitious goal of 55% reduction climate target in 2030 will further increase carbon leakage risk, and while there are efforts to mitigate that risk, the financial materiality remains significant. Physical risks relate to risks associated with long chronic effects such as extreme weather, rising sea levels, and reduced freshwater availability. The physical risks for Viohalco companies remain low due to the geographical locations most plants are, but Viohalco and its companies continuously monitor changing conditions that may create physical risks in the future.

The risk mitigation measures taken by the companies are, among others, the following:

  • Early policy trend identification and cooperation with European Federations in order to inform policy makers of the risks for the European metals industry;
  • Involvement and participation in sector studies to identify all related risks for carbon leakage and wider implications to the

national economies as well as disruption to supply chains in the countries Viohalco companies operate;

  • development of action plans for investments in energy efficient equipment and carbon abatement measures;.
  • increase of capacity for utilization of secondary raw materials instead of primary; and
  • proper budget management practices that incorporate projected carbon costs.

From an environmental and social perspective, Viohalco companies directly emit greenhouse gases to the atmosphere due to their routine production operations and indirectly through consumption of electricity. There are currently five companies (ElvalHalcor, Sidenor, Sovel, Stomana Industry and Sofia Med) in the European Trading Scheme and Bridgnorth Aluminium in the UK Carbon Scheme and these companies have made a series of investments in the past 15 years for carbon emissions reduction.

In addition, all these companies are included in the corresponding schemes' carbon leakage sectors so measures are taken for the protection of these sectors from carbon leakage at least until the end of 2025. The sum of the direct and indirect emissions of Viohalco segments is shown in the previous chapter as these are the most closely observed KPIs at each company level.

Upstream activities include raw materials extraction, such as aluminium, copper and steel and amount to significant emissions to the environment. Selection of raw materials suppliers is critical to identify areas of improvement and is considered the highest contributor to the overall emissions of the subsidiaries' products. As stated earlier, the carbon footprint attributed to upstream activities amount to over 80% and reach up to 95% in some cases. The subsidiaries are in the process of identifying and evaluating different suppliers and their potential exposure to higher carbon costs as the increasing cost of carbon will eventually affect their competitiveness.

Water management

As stated earlier, water is an essential element of the Viohalco companies' production process, and its availability is very important to the companies' business continuity.

The two water related risks are associated with

  • the availability of adequate water in both quantity and quality
  • the adequate treatment of wastewater before its discharge.

Lack of availability of water, especially in water stressed areas, can lead to serious disruptions to the companies' operation. In addition, the lack of water with the proper quality characteristics can lead to the need of significant investments for water treatment that can also increase demand for energy (energy demanding treatment techniques like reverse osmosis) as well as increase in waste generation (wastes from water treatment).

Water supply-related risks are important from a financial and environmental perspective. Certain Viohalco companies are relatively water intensive as shown in the previous chapter. These companies treat the water supply risk as a business continuity issue that can ultimately have financial materiality (negative impact on the company). In addition to the financial implications of water shortages, environmental implications can occur when water shortages limit the amount of water available for other uses such as irrigation, municipal use, etc.

The risk is mainly mitigated by our continuous efforts to improve the water footprint of the companies by setting internal goals for water use minimization, reevaluating existing usage, training employees on the importance of water use and have multiple sources of water so there are alternative sources of supply.

Regarding wastewater quality discharge, the associated risk that could result from a breach of local discharge limits, is the adverse effect to local water supplies, reputational damage, and other administrative and criminal prosecution. The risk is mitigated through the proper infrastructure in place (adequate capacity of waste water treatment), properly trained personnel, preventive maintenance of equipment and very close performance monitoring so as to identify any possible problems in wastewater treatment.

Social and labour issues

The major risks related to social and labour matters are the occupational health and safety of the labour force and employee matters. These risks are significant from a financial and social perspective.

Viohalco companies are exposed to occupational health and safety risks at industrial sites. Due to the nature of Viohalco companies' industrial operations (thermal metallurgy with high temperature processes, heavy equipment, chemical treatment, work at heights, etc.) there is an inherent risk for accidents among the workforce or contractors with impact on human life, local communities, and reputation.

With regards to occupational health and safety risks, Viohalco companies have management systems in place following a comprehensive approach for improvement which is translated into equipment upgrading, implementation of management principles (safety audits, standard operational procedures, work instructions, etc.), the establishment of a targeted safety training programme and the direct involvement of management. The companies' management have a clear understanding of the importance of providing a safe working environment to the labour force and how vital it is to continuously strive for improvement as this is fundamental for good labour relations and business performance.

Employee related risks entail potential violations of equal treatment and statutory working hours by personnel that may lead to operation interruption risks. These risks are mitigated by the companies through the implementation and monitoring of compliance with the employee Code of Conduct, personnel evaluation and training, and regular internal audits.

Social risks are especially significant in the supply chain of Viohalco's companies as the raw materials used by Viohalco companies are located in various geographic locations with varying degrees of labour and environmental standards. Typically, the vast majority of the environmental and social footprint of Viohalco companies' products originates from the supply chain. The Responsible Sourcing initiative described in the previous chapter targets the evaluation and engagement of all major suppliers so to identify business partners with poor environmental, social and governance practices. Following the evaluation, Viohalco companies will engage them regularly to monitor progress on an action plan or look for alternative suppliers that meet the companies' ethical and environmental standards.

Human rights

The major risks related to human rights are related to the supply chain of the companies provided that many suppliers are not located in Europe or North America. As mentioned previously, the Responsible Sourcing initiative already developed, will assess among other issues, the business partners' practices in human rights. Following the evaluation, Viohalco companies will engage them regularly to monitor progress on an action plan or look for alternative suppliers that meet the companies' ethical and environmental standards.

Anti-bribery and corruption

The risks related to anti-bribery and corruption lies in the failure to conduct business operations ethically and comply with the laws and regulations in the jurisdictions in which Viohalco and its companies operate. To prevent and mitigate such risks, the whistleblower mechanism was created in the ESG Roadmap initiative so as to ascertain that any illegal behavior can be reported without retribution to the person reporting the illegal behavior. Furthermore, the internal audit function is responsible for monitoring and reporting timely and properly any related deviation or misconduct. Simultaneously, subsidiaries separately organize training courses and communication actions in order to increase awareness and stress the importance of compliance with the companies' employee Code of Conduct.

Detailed information on Viohalco companies' actions can be found in their standalone sustainability reports which are published on an annual basis.

I. Corporate governance statement

■ Introduction

As a company incorporated under Belgian law and listed on Euronext Brussels, Viohalco applies standards that are compliant with the provisions of the 2020 Belgian Corporate Governance Code (the 2020 Code), which is the reference code and is publicly available on the website of the Corporate Governance Committee (www.corporategovernance-committee.be ).

The 2020 Code is structured around principles, provisions, guidelines, and the «comply or explain» principle. Belgian listed companies must abide by the 2020 Code but may deviate from some of the Code's provisions, if they provide a considerate explanation for any such deviation. During the 2021 financial year, the Company complied with the principles of the 2020 Belgian Corporate Governance Code, except for the following:

  • Principle 7.6: "A non-executive board member should receive part of their remuneration in the form of shares in the company."
  • Principle 7.8 "The variable part of the executive remuneration package should be structured to link reward to overall corporate and individual performance, and to align the interests of the executives with the sustainable value-creation objectives of the company."
  • Principle 7.9: "The board should set a minimum threshold of shares to be held by the executives."

Explanation: The remuneration policy of the Company is set out in the remuneration report. Such policy provides for neither variable remuneration, nor share-based remuneration. The board of directors will consider the proposals submitted by the Nomination and Remuneration Committee in order to determine whether, and to what extent, a modification of this policy is justified in light of the Company's objectives and strategy. The Nomination and Remuneration Committee is in the process of developing a variable remuneration plan for the members of the Executive Management.

Viohalco's Board of Directors ('BoD') has also adopted a Corporate Governance Charter in order to reinforce its standards for the Company in accordance with the recommendations set out in the 2020 Code. It aims at providing a comprehensive and transparent disclosure of the Company's governance which is reviewed and updated from time to time. The Corporate Governance Charter (the Charter) is available on the Company's website (www.viohalco.com).

In order to have a complete overview of Viohalco's corporate governance rules, the Corporate Governance Statement must be read in conjunction with the Company's articles of association, the Charter as well as the corporate governance provisions laid down in the Belgian Code on Companies and Associations (the BCCA).

As a company secondary listed on the Athens Stock Exchange (Athex), Viohalco also complies with the provisions of the applicable Greek capital market laws and regulations.

■ Board of Directors

1. Role

Viohalco has chosen the one-tier governance structure. The board of directors (the Board) is vested with the power to perform all acts that are necessary or useful for the Company's purpose, except for those actions that are specifically reserved by law or the articles of association to the Shareholders' Meeting or other management bodies.

In particular, the Board is responsible for:

  • defining the general orientations of the Company;
  • deciding on and regularly reviewing any aspect related to all major strategic, financial, and operational matters of the Company;
  • deciding on the Executive Management structure and determining the powers and duties entrusted to them;
  • taking all necessary measures to guarantee the quality, integrity, and timely disclosure of the Company's financial statements and other material financial or non-financial information about the Company in accordance with the applicable law;
  • monitoring and reviewing the effectiveness of the Audit Committee and the Nomination and Remuneration Committee;
  • approving a framework of internal control and risk management set up by the Executive Management and reviewing its implementation;
  • monitoring the quality of the services provided by the statutory auditor(s) and the internal audit, taking into account the Audit Committee's review;
  • approving the remuneration report submitted by the Nomination and Remuneration Committee; and
  • any other issue reserved to the Board by the BCCA.

The Board has delegated to the members of the Executive Management the duty to implement the corporate strategy determined by the Board and to carry out the general management of the Company.

2. Composition of the Board

In accordance with article 8 of the articles of association, the Board is composed of 15 members as follows:

Name Position Term started Term expires
Nikolaos Stassinopoulos Chairman, Non-executive member of the Board May 2021 May 2022
Evangelos Moustakas Vice-Chairman, Executive member of the Board May 2021 May 2022
Michail Stassinopoulos Executive member of the Board May 2021 May 2022
Ippokratis Ioannis Stassinopoulos CEO, Executive member of the Board May 2021 May 2022
Jean Charles Faulx Executive member of the Board May 2021 May 2022
Thanasis Molokotos Executive member of the Board May 2021 May 2022
Xavier Bedoret Non-executive member of the Board May 2021 May 2022
Patrick Kron Non-executive member of the Board May 2021 May 2022
Marion Steiner Stassinopoulos Non-executive member of the Board May 2021 May 2022
Margaret Zakos Non-executive member of the Board May 2021 May 2022
Efthimios Christodoulou Independent , Non-executive member of the Board May 2021 May 2022
Francis Mer Independent, Non-executive member of the Board May 2021 May 2022
Kay Breeden Independent, Non-executive member of the Board May 2021 May 2022
Bernadette Blampain Independent, Non-executive member of the Board May 2021 May 2022
Astrid de Launoit Independent, Non-executive member of the Board May 2021 May 2022

The mandates of all members of the Board expires at the end of the Annual Ordinary Shareholders' Meeting to be held in 2022.

3. Information on the members of the Board

Over the past five years, the members of the Board have held the following positions (apart from their directorship in the Company) and maintained relationships with the following bodies which, in theory, could become the source of conflict of interests:

Nikolaos Stassinopoulos, Chairman - Non-executive member of the Board. Mr. Stassinopoulos holds a Master's degree from the Athens University of Economics and Business. He served as President and Vice-Chairman of Viohalco Hellenic.

Evangelos Moustakas, Vice-Chairman - executive member of the Board. Mr. Moustakas joined Viohalco in 1957 where he held various technical and managerial positions, in particular the position of President of the Board of Directors of several subsidiaries of Viohalco, such as Hellenic Cables S.A. and Etem S.A. He serves as President of the Board of Directors of the Hellenic Copper Development Institute and as a member of the Board of Directors of the International Wrought Copper Council (IWCC). He was also a member of the Board of Directors of the European Copper Institute (ECI) for many years. Moreover, he serves as corporate representative in the International Association "Intercable", the International Cablemakers Federation (ICF, since 1990), and Europacable (since 1991) and is active in the development and promotion of copper and cable products around the world.

Michail Stassinopoulos, Executive member of the Board. Mr. Stassinopoulos graduated from Athens College (1985) and holds a Bachelor Degree (BSc) in Management Sciences from London School of Economics (1989). He also holds a postgraduate diploma (MSc) in Shipping, Trade and Finance from City University Business School (UK). Mr. Stassinopoulos is the President of the Board of Directors of ElvalHalcor Hellenic Copper and Aluminium industry S.A. He is also President of the Board of Directors of the "Hellenic Production - Industry Roundtable for Growth". He participates in the Board of Directors of the Foundation Michail N.Stassinopoulos-Viohalco and in the Board of the "Council on Competitiveness of Greece". He was a member of the Hellenic Federation of Enterprises since 1996 and for several years until 2019.

Ippokratis Ioannis Stassinopoulos, CEO – executive member of the Board. Mr. Stassinopoulos holds a Bachelor's degree in Management Sciences from City University and a Master's degree in Shipping, Trade and Finance from City University's Business School (UK). He serves as a member of the General Council of SEV (Hellenic Federation of Enterprises), the Young Presidents Organisation, and the Board of Directors of Endeavor Greece. Mr. Stassinopoulos holds a managerial position at Viohalco Hellenic since 1995.

Jean Charles Faulx, Executive member of the Board. Mr. Faulx holds a Master's degree in Economic Sciences from the Catholic University of Louvain (UCL). He is a member of the Board of Directors of International Trade S.A., Genecos S.A. (Paris), Terra Middle East (Dusseldorf), Base Metals (Istanbul), and Metal Agencies (London). He was also member of the Board of Directors of Cofidin and Cofidin Treasury Centre S.A. prior to their absorption by Cofidin in August 2013. Mr. Faulx also serves as CEO of TeproMKCl GmbH, a subsidiary of Viohalco, International trade SA, a subsidiary of Viohalco, Strega sprl. In the past, Mr. Faulx served as CEO of Tepro Metall AG, Airicom France SAS, Studio58 S.A. and Promark SPRL and held various positions at Techno Trade S.A, JCT Invest and Elval Automotive S.A.

Τhanasis Molokotos, Executive member of the Board. Mr. Molokotos holds a Master's degree in Mechanical Engineering and a Master's degree in Marine Engineering and Naval Architecture from the Massachusetts Institute of Technology (Cambridge, MA), and a Master's degree in Mechanical Engineering from Tuft University (Medford, MA); he is President and chief executive officer (CEO) of Assa Abloy Americas until May 2018. In the past, he has served as General Manager of Molokotos Textile Corporation and design specialist at Rangine Corporation.

Xavier Bedoret, Non-executive member of the Board. Mr. Bedoret holds a master degree in Law and Psychology from the University of Louvain (UCL) and is a certified public accountant (IRE). He holds also a Certificate in Corporate Governance (INSEAD). After ten years of financial auditing at KPMG in Brussels (Belgium) and Stamford (USA), he joined the Finance Department and then the Audit & Risks Department of ENGIE (France). Since 2017, he advises boards and audit committees on governance matters. Today, he is also chairman of the board of directors and chairman of the audit committee of Cenergy Holdings. He is also chairman of International Trade, a Viohalco subsidiary.

Patrick Kron, Non-executive member of the Board. Mr. Kron ia a graduate from Ecole Polytechnique and the Paris Ecole des Mines. Patrick Kron started his career in 1976 in the French Ministry of Industry. He then joined the Pechiney group where he became a Member of its Executive Committee and held senior managerial positions. In 1998, he was named Chief Executive Officer of Imerys. He became in 2003 Chairman & Chief Executive Officer of Alstom and left the company in January 2016 after the sale of its Energy assets to General Electric and an associated shares buy-back. He created a consulting company PKC&I and in November 2016, he joined Truffle Capital, a capital firm specialized in BioMedTech and Digital, as Chairman of this firm. Patrick Kron is Chairman of the Board of Imerys since July 2019. He is also a Board Member of Sanofi (Fran ce) and of Holcim (Switzerland), and sits in the Supervisory Board of Segula Technologies. Patrick Kron has been awarded the « Légion d'Honneur » (Chevalier) and the « Ordre National du Mérite » (Officier).

Marion Steiner Stassinopoulos, Non-executive member of the Board. Mrs. Marion Steiner Stassinopoulos holds a Master's degree and a Ph.D in Psychology from the University of Zurich. She has also completed one year of postdoctoral studies at Northwestern University of Chicago (USA). In the past, she worked as psychologist at the Gerontopsychiatric Centre of the Psychiatric University Clinic of Zurich. She is a member of the Advisory Board of Franz Haniel & Cie. GMBH , Duisburg-Ruhrohrt in Germany.

Margaret Zakos, Non-executive member of the Board. Ms. Zakos holds a Bachelor's degree from Queens University, Canada. She was a consultant with a US based management consulting firm and held a senior executive operational position at Mount Sinai Medical Centre, NYC. She has owned and operated private firms: Insurance Brokerage and Real Estate Development. She was a Board member of various Foundation Boards and of the Kingston Health Sciences Centre Board including Committee Roles in Finance and Audit for many years. Currently, she is active in Real Estate Holding companies. She is also member of the Board of directors of Cenergy Holdings.

Efthimios Christodoulou, Independent, non-executive member of the Board. Mr. Christodoulou holds a Bachelor's degree in Economics from Hamilton College and a Master's degree in Economics from Columbia University. He has served on the staff of the National Bureau of Economic Research (New York) and was a lecturer at New York University. Mr. Christodoulou was Governor of the National Bank of Greece, President of the Union of Hellenic Banks, and Director General of the National Investment Bank for Industrial Development (ETEBA), Governor of the Bank of Greece (Central Bank of Greece). He has also acted as President of the Board and CEO of Olympic Airways, Executive President of Hellenic Petroleum S.A., and was a member of the European Parliament. He was Minister of Foreign Affairs and Minister of National Economy in Greece. Until June 2013, Mr. Christodoulou also served as President of EFG Eurobank. He is also President or member of various philanthropic institutions.

Francis Mer, Independent, non-executive member of the Board. Mr. Mer holds a Master's degree from Ecole Polytechnique and a Master's degree in engineering from Ecole des Mines. He serves as honorary President of Safran Group. In the past, Mr. Mer has held various positions at Usinor Sacilor Group, including President of the Board of Directors and CEO, and served as President of Cockerill Sambre, Eurofer (European Steel Association) and the International Iron and Steel Institute. He was President of the French Steel Federation, the National Technical Research Association, EpE (Entreprises pour l'Environnement) and the Cercle de l'Industrie, and co-president of the Board of Arcelor. Mr. Mer was the French Minister of Economy, Finance and Industry from 2002 to 2004.

Kay Breeden, Independent, non-executive member of the Board. Ms. Breeden holds a Bachelor's degree in Biology and a Master's degree in Bio-medical Engineering from the University of Illinois and has participated in Stanford's University Executive Education Programme. Ms. Breeden has gained unique perspective through key leadership roles in government, corporate and management consulting environments, including eleven years spent at two top tier management consulting firms, Booz Allen and A.T. Kearney; more than fifteen years with large global corporations including CBRE, Seagate, and Digital Equipment Corporations in executive positions in Environmental, Health, Safety and Corporate Social Responsibility, Business Excellence and Corporate Facilities and Real Estate; and five years with the United States Environmental Protection Agency. Ms. Breeden has a broad array of industry experience including high tech, biotech, consumer products, energy, utilities, chemicals, construction and engineering, environmental services, aerospace, real estate, metals and mining and significant international business experience in Europe, Asia, North and South America.

Bernadette Blampain, Independent, non-executive member of the

Board. Mrs. Blampain holds a Master's degree in Economic Sciences from the Catholic University of Louvain (UCL). She is also specialized in Information Security and Data Protection. She held various technical and managerial positions at ING Belgium SA/NV (formerly Bank Brussel Lambert) during 35 years, more specifically in the IT division as project manager, risk manager or responsible for the IT development and maintenance of different banking areas. Since early 2019, she has held the position of Data Protection Officer in the medical sector.

Astrid de Launoit, Independent, non-executive member of the Board. Mrs. de Launoit holds a Bachelor's degree in Economics and Finance from the University of Lille (Université Catholique de Lille) and a Master's degree in Management specialized in Luxury. She is also a graduate of the Gemological Institute of America. She has worked in several positions in the luxury and education sectors. Within the last 5 years, Mrs. de Launoit has worked on a fundraising concert for the NGO SOS Children's Villages. She is currently teaching at ISTEC Brussels.

4. Appointment of the members of the Board

The members of the Board are appointed by the Shareholders' Meeting under the quorum and majority conditions applicable to an amendment of the articles of association of the Company, upon proposal by the Board. The members of the Board are appointed for a term of one year and their term of office is renewable.

In case a seat of member of the Board becomes vacant, such vacancy may be filled temporarily by virtue of a unanimous vote of the remaining members of the Board, until the next Shareholders' Meeting which proceeds to the definitive appointment of a Board member.

Any proposal for the appointment of a Board member originating from the shareholders must be accompanied by a Board recommendation based on the advice of the Nomination and Remuneration Committee. The Nomination and Remuneration Committee reviews all the candidacies and seeks to ensure that a satisfactory balance of expertise, knowledge, and experience is maintained among the Board members.

The Board decides which candidates satisfy the independence criteria set by law. To be considered independent, a member of the Board must fulfil the criteria set forth in Principle 3.5 of the 2020 Code. Any independent member of the Board who no longer fulfils the above criteria of independence is required to immediately inform the Board.

The Board of Viohalco, having reviewed the independence criteria pursuant to the BCCA and the 2020 Code, has decided that Mr. Efthimios Christodoulou, Mr. Francis Mer, Ms. Kay Breeden, Ms. Bernadette Blampain, and Ms. Astrid de Launoit fulfil these criteria and are independent members.

Being a holding company oriented towards industrial companies, Viohalco does not have in place a formal diversity policy for its Board of Directors or its senior executives. The required expertise limits the possibility of gender diversification. It is common worldwide that in an industrial environment in metals processing the vast majority of personnel consists of males. Nevertheless, Viohalco employs skilled and experienced personnel without any discrimination and make efforts to ensure diversity in terms of nationality, age, religion, and ethnic origin.

The Company's Board, however, has acknowledged the legal requirement of Article 7:86 of the BCCA, and, with the assistance of the Nomination and Remuneration Committee, took the appropriate measures in order to ensure compliance with the legal requirement. Viohalco's Board currently consists of 10 male and 5 female Board members. The Nomination and Remuneration Committee takes seriously this requirement as they consider future Board members.

A thorough description of the Company's "Labour and Human rights" policy is provided in the Non-financial information section.

5. Functioning

The Board has elected among its members Mr. Nikolaos Stassinopoulos as Chairman of the Board (the Chairman).

The Chairman directs the Board's works. He sets the agenda of its meetings after consultation with the Executive Management. The Chairman is responsible for ensuring that all members of the Board receive accurate, clear and timely information.

The Board has appointed a company secretary, Mr. Xavier Bedoret, to advise the Board on all corporate governance matters (the Corporate Governance Secretary).

The Board meets as frequently as the interests of the Company require so and, in any case, at least four times a year. The majority of the meetings in any year take place at the Company's registered offices in Belgium.

The meetings of the Board can also be held by teleconference, videoconference, or by any other means of communication that allow the participants to hear each other continuously and to actively participate in these meetings. Participation to a meeting through the above-mentioned means of communication is considered as physical presence to such meeting. The Board may adopt unanimous written decisions, expressing its consent in writing.

The following table provides an overview of the Board meetings held in 2021:

Date and place Attendance
March 18, 2021 (video conference call) Present: 14
Represented: 0
Absent: 1
April 26, 2021 (video conference call) Present: 14
Represented: 0
Absent: 1
May 25, 2021 (video conference call) Present: 13
Represented: 1
Absent: 1
September 23, 2021 (Athens) Present:14
Represented: 0
Absent: 1
December 9, 2021 (video conference call) Present: 14
Represented: 0
Absent: 1

■ Committees of the Board of Directors

The Board has set up two committees to assist and advise the Board on specific areas: the Audit Committee and the Nomination and Remuneration Committee. The competences of these committees are primarily set out in the Charter.

1. The Audit Committee

The Audit Committee is composed of Mr. Efthimios Christodoulou, acting as Chairman of the Committee, Mr. Xavier Bedoret, and Ms. Margaret Zakos. All members are non-executive members of the Board and one of them is independent.

The majority of the members of the Audit Committee have sufficient experience and expertise, notably in accounting, auditing and finance, acquired through their previous or current professional assignments.

Pursuant to the Charter, the Audit Committee meets at least four times a year, and at least twice a year it meets with the Company's statutory auditor.

The Audit Committee advises the Board on accounting, audit and internal control matters. In particular, the Audit Committee:

  • monitors the financial reporting process including risks;
  • monitors the effectiveness of the Company's system of internal control and risk management as well as the internal audit function;
  • monitors the conducting of the statutory audit (contrôle legal/wettelijke controle) of the annual and the consolidated financial statements, including any follow-up on questions and recommendations made by the statutory auditor;
  • presents recommendations to the Board with respect to the appointment of the statutory auditor; and
  • reviews and monitors the independence of the statutory auditor, in particular regarding the provision of non-audit services to the Company.

In 2021, the Audit Committee met four times: on March 17, on May 21, and on December 8, via video conference call, with all members present; and on September 21, in Athens, with all members present.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is composed of Mr. Efthimios Christodoulou, acting as Chairman of the Committee, Mr. Francis Mer, and Mr. Patrick Kron. All members are non-executive members of the Board, and two of them are independent.

Pursuant to the Charter, the Committee meets at least twice a year, and whenever necessary in order to carry out its duties.

The Nomination and Remuneration Committee advises the Board principally on matters regarding the appointment and the remuneration of the members of the Board and the Executive Management. In particular, the Nomination and Remuneration Committee:

  • submits recommendations to the Board with regard to the appointment.re-appointment and the remuneration of the members of the Board and the Executive Management;
  • identifies and nominates, for the approval of the Board, the candidates for filling vacancies as they arise;
  • advises on appointment proposals originating from the shareholders;
  • periodically assesses the composition and size of the Board and submits recommendations for changes to the Board;
  • submits proposals to the Board regarding the remuneration

policy; and

• drafts and submits the annual remuneration report, including proposals regarding the remuneration policy and recom mendations based on its findings.

In 2021, the Nomination and Remuneration Committee met two times: on March 18 and on December 9, via videoconference call, with two members present.

■ Evaluation of the Board of Directors and its Committees

The Board regularly assesses its size, composition, performance and those of its committees, as well as its interaction with the Executive Management. On December 10, 2020, the Board reviewed the board evaluation process in order to ensure that the Company operates in an efficient way, consistently encouraging the continuous improvement of the Company's governance.

The non-executive members of the Board assess their interaction with the Executive Management on a regular basis.

The performance of Executive Management is also assessed on an informal basis through the presentation of the Company's performance in respect of the interim and annual financial statements.

■ Executive Management

The Executive Management comprises four persons: the chief executive officer (CEO), Mr. Ippokratis Ioannis Stassinopoulos; the executive vice-Chairman, Mr. Evangelos Moustakas; the chief financial officer (CFO), Mr. Efstratios Thomadakis; and the Financial Manager of the Greek Branch, Mr. Panteleimon Mavrakis.

In the past five years, the members of the Executive Management held the following directorships and memberships of administrative, management or supervisory bodies and/or partnerships:

Evangelos Moustakas, Vice-Chairman - executive member of the Board. Please see above section no 3, Information on the members of the Board, Board of Directors.

Ippokratis Ioannis Stassinopoulos, CEO – executive member of the Board. Please see above section no 3, Information on the members of the Board, Board of Directors.

Efstratios Thomadakis, CFO. Mr. Thomadakis studied Business Administration and holds an MBA from the University of Piraeus. He joined Viohalco Hellenic in 2000. Since then, he has held various managerial positions in the financial department, whilst in 2010 became the CFO of the Sidenor Group, Viohalco's steel business segment. He is also member of the Board of Directors of several Viohalco subsidiaries, such as Sidenor Industry S.A.

Panteleimon Mavrakis, Financial Manager of the Greek Branch. Mr. Mavrakis studied Economics at the University of Piraeus. He joined Viohalco in 1979 and since then has held executive positions in the financial department of several Viohalco companies. From 2000 to 2013, he served as CFO of Viohalco Hellenic and some of its subsidiaries, and since 2013 he is responsible for the accounting and fiscal affairs of the Greek Branch of Viohalco.

The Executive Management is vested with the day-to-day management of the Company. They are also entrusted with the implementation of the resolutions of the Board.

In particular, the Board has assigned the following missions to the Executive Management:

  • preparing strategic proposals for the Board;
  • putting internal controls in place;
  • monitoring and managing the Company's results and performance against strategic and financial plans;
  • giving direction, guidance, and support to the Company's business;
  • preparing and presenting to the Board a timely, accurate, and reliable set of the Company's draft financial statements, in accordance with applicable accounting standards, and other material financial and non-financial information, as well as the related press releases;
  • providing the Board with a balanced and comprehensive assessment of the Company's financial situation;
  • making recommendations to the Board with respect to matters within its competency; and
  • reporting to the Board on the performance of the Company.

■ Remuneration policy

This remuneration policy sets forth the principles applicable to the remuneration of the members of the Board of directors and the Executive Management of Viohalco.

Procedure

This remuneration policy has been prepared by the Board of directors upon recommendation of the Nomination & Remuneration Committee. It was approved by the Shareholders' Meeting of 25 May 2021 and will be submitted to vote by the shareholders' meeting each time there is a material change, and at least every four years.

This policy may be revised by the Board upon recommendation of the Nomination & Remuneration Committee. Currently, the Nomination & Remuneration Committee is in the process of developing a variable remuneration plan for the Executive Management.

In exceptional circumstances, the Board of directors may, upon recommendation of the Nomination & Remuneration Committee, temporarily derogate from the remuneration policy if the derogation is necessary to serve the long-term interests and sustainability of the Company or to assure its viability.

For the preparation of this remuneration policy, the Board, with the assistance of the Nomination & Remuneration Committee, takes into consideration whether events of conflicts of interests exist. For the prevention of such events, each member of the Board and each member of the Executive Management is required to always act without conflict of interests and always put the interest of Viohalco before his individual interest. They are also required to inform the Board of conflicts of interests as they arise. In the event a conflict of interests may arise, the Board is required to implement the specific procedures of conflict resolution set forth in articles 7:96 of the BCCA.

The remuneration policy is based on the prevailing market conditions for comparable companies, paying at marketcompetitive level achieved through benchmarking. It takes into account the responsibilities, experience, required competencies, and participation/contribution of the members of the Board of Directors and the members of the Executive Management.

The Board of Viohalco, a holding company of a predominantly industrial portfolio, aims at preserving long-term value for its shareholders. The determination and evolution of the Company's remuneration policy is closely linked with the growth, results and success of the Company as a whole. The Company's remuneration policy is built around internal fairness and external market competitiveness. The Company's objective is to balance offering competitive salaries while maintaining focus on performance and results.

Board of directors

The remuneration of the members of the Board of Directors consists in a fixed annual fee amounting to EUR 25,000. In addition, Board members who are members of a Board committee receive a fixed fee of EUR 25,000 per committee.

Additional fees or other benefits, such as company car, training, or other benefits 'in natura' may be attributed either by the Company or by its subsidiaries based on the responsibilities and number of functions each member of the Board of Directors holds within the Company or in one or more of its subsidiaries.

The fees are allocated on a "pro rata temporis" basis for the period extending from the Annual Ordinary Shareholders' Meeting until the Annual Ordinary Shareholders' Meeting of the following year and are payable at the end of such period.

Members of the Board of directors do not receive any variable remuneration or remuneration in shares.

Members of the Board of directors are not entitled to retirement pension plans or severance payments.

Executive Management

The remuneration of the members of the Executive Management of Viohalco consists in a fixed annual remuneration, which is attributed either by the Company or by its subsidiaries.

Members of the Executive Management are not entitled to retirement pension plans or severance payments other than what is provided by the applicable law in each case.

In order to ensure focus on the Company's short-term and long-term objectives as well as long-term value creation for all key stakeholders, the Board, with the assistance of the Nomination & Remuneration Committee, has commenced to develop a yearly variable remuneration plan related to the levels of achievement by the beneficiaries of predefined targets which will be added to the fixed remuneration.

Such plan would include financial metrics (in this case adjusted EBITDA) as well as a set of individual targets in the following categories: specific Financials, Customer, ESG, Processes & Organizational Efficiency, People & Leadership. Performance would be assessed on an annual basis using a set of pre-determined performance targets in each category, defined at the start of the year. Depending on the performance of each participant, they may receive a variable remuneration between 0 and 100% of the defined variable remuneration "at target".

The variable remuneration may be applicable starting form financial year 2022. The updated policy will be submitted to approval by the shareholders' meeting of 31 May 2022.

■ Remuneration report

This remuneration report provides an overview of the remuneration granted during the financial year 2021 to the members of the Board of directors and the members of the Executive Management, in accordance with the remuneration policy. It will be submitted to the vote of the shareholders' meeting of 31 May 2022.

With regard to the contribution of the remuneration to the longterm performance of the Company, the Company uses its KPIs (i.e. Profitability, Revenue) as a measure of its financial performance. The evolution of the measurement during the last five years as published in the Company's financial statements is presented under the section related to the evolution of the remuneration.

Board of Directors

The following table (Α) provides an overview of the fees paid to the members of the Board of Directors in the financial year 2021:

Table A (Amounts in EUR) Fixed remuneration
Name for members Paid by Base
salary(a)
Fees(b) Other
benefits(c)
Total
remuneration
Proportion of fixed and
variable remuneration
Nikolaos Stassinopoulos Viohalco - 50,000 - 50,000 100%
Subsidiaries - - - - -
Total - 50,000 - 50,000 100%
Evangelos Moustakas Viohalco - 100,000 - 100,000 100%
Subsidiaries 1,183,429 - - 1,183,429 100%
Total 1,183,429 100,000 - 1,283,429 100%
Ippokratis Ioannis
Stassinopoulos
Viohalco
Subsidiaries
Total
-
863,839
863,839
25,000
-
25,000
-
-
-
25,000
863,839
888,839
100%
100%
100%
Michail Stassinopoulos Viohalco - 25,000 - 25,000 100%
Subsidiaries 863,839 - - 863,839 100%
Total 863,839 25,000 - 888,839 100%
Jean Charles Faulx Viohalco - 25,000 - 25,000 100%
Subsidiaries 210,773 19,642 - 230,415 100%
Total 210,773 44,642 - 255,415 100%
Thanasis Molokotos Viohalco - 25,000 - 25,000 100%
Subsidiaries 802,543 90,304 - 892,848 100%
Total 802,543 115,304 - 917,848 100%
Xavier Bedoret Viohalco - 320,000 4,012 324,012 100%
Subsidiaries - 50,000 - 50,000 100%
Total - 370,000 4,012 374,012 100%
Patrick Kron Viohalco - 25,000 - 25,000 100%
Subsidiaries - - - - -
Total - 25,000 - 25,000 100%
Marion Steiner Stassinopoulos Viohalco - 25,000 - 25,000 100%
Subsidiaries - - - - -
Total - 25,000 - 25,000 100%
Margaret Zakos Viohalco - 50,000 - 50,000 100%
Subsidiaries - 50,000 - 50,000 100%
Total - 100,000 - 100,000 100%
Efthimios Christodoulou (*) Viohalco - - - - -
Subsidiaries - - - - -
Total - - - - -
Francis Mer Viohalco - 50,000 - 50,000 100%
Subsidiaries - - - - -
Total - 50,000 - 50,000 100%
Kay Marie Breeden Viohalco - 25,000 - 25,000 100%
Subsidiaries - - - - -
Total - 25,000 - 25,000 100%
Astrid de Launoit Viohalco - 25,000 - 25,000 100%
Subsidiaries - - - - -
Total - 25,000 - 25,000 100%
Bernadette Blampain Viohalco - 25,000 - 25,000 100%
Subsidiaries - - - - -
Total - 25,000 - 25,000 100%
Total remuneration Viohalco - 795,000 4,012 799,012 100%
Subsidiaries 3,924,422 209,947 - 4,134,369 100%
Total 3,924,422 1,004,947 4,012 4,933,381 100%

(*) This member of the Board has waived all remuneration.

Executive Management

The following table (B) provides an overview of the fees paid to the members of the Executive Management during the financial year 2021:

Table B (Amounts in EUR) Fixed remuneration
Name for members Paid by Base
salary(a)
Fees(b) Other
benefits(c)
Total
remuneration
Proportion of fixed and
variable remuneration
Ippokratis Ioannis
Stassinopoulos (CEO)
Viohalco
Subsidiaries
Total
-
863,839
863,839
25,000
-
25,000
-
-
-
25,000
863,839
888,839
100%
100%
100%
Executive management Viohalco
Subsidiaries
Total
493,454
2,047,268
2,540,722
125,000
-
125,000
3,167
-
3,167
621,622
2,047,268
2,668,889
100%
100%
100%
Total Remuneration to the
Executive Management
Viohalco
Subsidiaries
Total
493,454
2,047,268
2,540,722
125,000
-
125,000
3,167
-
3,167
621,622
2,047,268
2,668,889
100%
100%
100%

Notes to Tables A & B:

(a) Base salary: this column includes the fixed base salary in exchange for professional services regarding their mandate or for any other executive or nonexecutive services or functions provided during the reported financial year under a specific contract.

(b) Fees: this column includes all fees of the members of the Board for the participation in the administrative, management or supervisory bodies of the Company's meetings during the reported financial year.

(c) Other benefits: this column includes the value of any benefits and perquisites, such as non-business or non-assignment related travel, medical, car, residence or housing, credit cards, and other benefits in kind.

Evolution of the remuneration

The following table (C) provides an overview of the evolution over

the five most recent financial years of the overall remuneration of the members of the Board of directors and the members of the Executive Management, and the performance of the Company through the reporting of some of its KPIs.

Table C* (Amounts in EUR)

2021** 2020 2019 2018 2017
Remuneration of the members of the Board of directors
and the Executive Management
5,430,003 5,651,680 4,869,806 4,535,405 3,678,809
Performance of the Company
EBITDA 514,285,403 285,339,931 273,374,327 331,857,157 302,545,754
a-EBITDA 426,017,098 294,462,579 302,473,034 317,024,722 284,207,150
Revenue 5,374,512,326 3,850,077,328 4,198,193,708 4,406,185,353 3,721,310,855

* The information is provided on the basis of the available information from previous remuneration reports and the Company's annual accounts. **The average remuneration of a full-time equivalent basis of the employees of the Company (other than the members of the Board and the Executive Management) amounts to EUR 99,129.

The remuneration ratio, as defined by Section 3:6 of the BCCA, was 26.8x for 2021. For its calculation, the Company used the remuneration of the CEO as the highest paid management member and the remuneration of the full-time employee of the holding company - who has worked for a full year - as the lowest paid employee.

Publishing of this ratio is a practice required by the law and the presentation adopted is intended to comply with the transparency requirements. The disclosure on this ratio will be assessed and evaluated in the future subject to the evolution of the ratio and to potential future guidance/clarifications that may be published on this requirement.

■ External audit

The statutory auditor, appointed by the Shareholders' Meeting among the members of the Belgian Institute of Certified Auditors, is entrusted with the external audit of the Company's consolidated financial statements.

The statutory auditors' mission and powers are those defined by the law. The Shareholders' Meeting sets the number of statutory auditors and determines their remuneration in compliance with the law. The statutory auditor is appointed for a renewable term of three years.

On May 29, 2019, the Company appointed PwC Reviseurs d'Entreprises SRL/ Bedrijfsrevisoren BV), in abbreviation PwC Reviseurs d'Entreprises, represented by Marc Daelman, as statutory auditor for a three-year period.

■ Company's risk management and internal audit function

The Belgian legislative and regulatory framework on risk management and internal control is set out in the law of 17 December 2008 on the establishment of an audit committee, and the law of 6 April 2010 on the enhancement of corporate governance, as well as in the 2020 Code.

As mentioned in the chapter "Risks and Uncertainties" of this annual report, the Executive Management is responsible for the risk management and the system of internal control. Under the high supervision of the Executive Management, the management team of each Company's subsidiary is responsible for developing an adequate organisation and an appropriate system of internal control for running the subsidiary's operations and managing risk.

The Audit Committee is responsible for monitoring the effectiveness of the Company's risk management, its system of internal control and its internal audit function.

- Risk management

Risk management is a responsibility of the Management of the subsidiaries. The management team of the subsidiaries reports on business risks and challenges to the Company's Executive Management on a regular basis; they provide the Board and the Audit Committee with a detailed business review which analyses risks and challenges. The Internal Audit, under the supervision of the Audit Committee, ensures the monitoring and the effectiveness of their risk management systems.

- Internal audit function

The Audit Committee supervises the internal audit function. Internal audit is an independent, objective assurance and consulting activity designed to add value and improve the organization's operations. It helps the organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. Internal audit is conducted in accordance with the International Standards for the Professional Practice of Internal Auditing (IPPF).

The internal audit function is responsible for performing audit engagements in accordance with its annual internal audit plan, which is prepared and reviewed in order to assist the organisation to effectively mitigate risk throughout its operations. The audit engagements follow the audit methodology described in the internal audit charter and the internal audit manual as well as aim at ensuring that subsidiaries comply with shared services processes with regards to their operations, industrial production and consolidation guidelines. At the end of each audit engagement, the internal audit function issues an audit report containing its audit findings and recommendations. The subsidiaries' management team is responsible to design and implement remedial actions towards each of the internal audit findings and recommendations in due time.

The internal audit function reports to the Audit Committee. The

Audit Committee ensures that the internal audit work is focused on the activities and the risk areas it deems critical. It ensures that the internal audit function reduces the probability of fraud and error and provides effective mitigation of risk.

■ Control and relationship with subsidiaries

Viohalco is a holding company that operates in a decentralised manner. Each of Viohalco companies is responsible for its performance and results. The management team of the subsidiaries is organised around solid global and regional teams, with responsibility assigned to the members of their respective Boards of directors and executive management team.

In order to secure consistency of approach when separate companies deal with similar issues, and to optimise coordination throughout the network of the Company's subsidiaries, the local management of the companies is provided with solid guidance and a workable framework for optimal local implementation and monitoring. Steelmet, a Viohalco subsidiary, is assigned by a subcontracting agreement with the functional support towards all companies of Viohalco. It deploys a team of subject matter experts who oversee policy implementation, monitor performance, and promote best practices while ensuring decentralization and entrepreneurial independence of the business units. The support they provide relates, among others, to functions such as finance, investor relations, ESG, Internal Audit, Operations etc. A shared services center is also responsible for the execution of common corporate services such as procurement, transportation, information technology and accounting.

All Viohalco's companies are accountable for their own organisation, risk management and system of internal control as these are developed and implemented depending on the business segment, the geographical location and the type of production plant concerned.

■ Financial reporting and monitoring

Viohalco has established procedures for the adequate recording and reporting of financial and non-financial information. The objective is to ensure that financial and non-financial information produced by each entity is homogeneous, coherent, and comparable, and that consolidated financial information is fair, reliable, and can be obtained in a timely manner.

Each subsidiary reports financial information on a monthly basis. This includes the balance sheet, the income statement, the statement of cash flows, and a working capital analysis.

A review of each business segment is presented to the Board. The review includes "actual versus budget", financial and non-financial information, the highlights of the reporting period, the business segment perspectives, and is a key component of Viohalco's decision-making process.

■ Conflict of interests

Pursuant to Article 9 of the Charter, in the event a conflict of interests with a member of the Board, a shareholder, or other Viohalco subsidiary, may arise, the Board is required to implement the specific procedures of conflict resolution set forth in articles 7:96 and 7:97 of the BCCA.

Each member of the Board and the Executive Management is required to always act without conflict of interests and always put the interest of Viohalco before his individual interest. Each member of the Board and the Executive Management is required to always arrange his or her personal business so as to avoid direct and indirect conflict of interests with Viohalco.

All members of the Board are required to inform the Board of conflicts of interests as they arise. If the conflict of interests is of proprietary nature, they will abstain from participating in the discussions and deliberations on the matter involved in accordance with article 7:96 of the BCCA. If the conflict of interests is not covered by the provisions of the BCCA and involves a transaction or contractual relationship between Viohalco or one of its related entities, on the one hand, and any member of the Board or the Executive Management (or a company or entity with which such member of the Board or the Executive Management has a close relationship), on the other hand, such member will inform the Board of the conflict. The Board is under the obligation to check that the approval of the transaction is motivated by Viohalco's interest only and that it takes place at arm's length.

In all cases involving a conflict of interests not covered by article 7:96 of the BCCA, the member of the Board affected by the conflict of interests is required to judge whether he or she should abstain from participating in the discussions and the vote.

Since the listing of the Company, the Board has not been notified of any transaction or other contractual relationship between Viohalco and its Board members which caused a conflict of interests within the meaning of articles 7:96 and 7:97 of the BCCA.

■ Shareholders

1. Capital structure

On December 31, 2021, the Company's share capital amounted to EUR 141,893,811.46 represented by 259,189,761 shares without nominal value. There is no authorised share capital.

All shares of the Company belong to the same class of securities and are in registered or dematerialised form. Shareholders may select, at any time, to have their registered shares converted into dematerialised shares and vice versa.

Share transfers are not restricted in the Company's articles of association; all Company's shares are freely transferable.

Each share entitles the holder to one voting right.

2. Restrictions on voting rights

The articles of association do not provide for special restrictions on the shareholders' voting rights. Provided that the shareholders are admitted to the Shareholders' Meeting and their rights are not suspended, they enjoy unrestricted freedom in exercising their voting rights. The relevant provisions governing the shareholders' admission to the Shareholders' Meeting are set out in article 19 of Viohalco's articles of association.

Article 7.3 of the articles of association provides that the Company's shares are indivisible and that it recognises only one holder per share. The Board has the right to suspend the exercise of all rights attached to jointly owned shares until a single representative of the joint owners has been appointed.

3. Transparency

Pursuant to the Belgian law of 2 May 2007 on the disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions (the Transparency Law), the Company requires that all any natural and legal person, who directly or indirectly acquires voting securities in the Company, notifies the Company and the Financial Services and Markets Authority (FSMA) of the number and proportion of existing voting rights they hold, where the voting rights attached to the voting securities reach 5% or more of the total existing rights. A similar notification is required in the following cases:

  • direct or indirect acquisition or disposal of voting securities, or change of the breakdown of the voting rights, where the proportion of voting rights attached to the securities held reaches or exceeds 10%, 15%, 20% and so on, by increments of 5%, of the total existing voting rights;
  • first admission of the Company's shares to trading on a regulated market, where the voting rights attached to the voting securities represent 5% or more of the total existing voting rights;
  • conclusion, modification or termination by natural or legal persons of an agreement to act in concert where the proportion of the voting rights that are the subject of the agreement, or the proportion of the voting rights held by a party to the agreement, reaches, exceeds or falls below one of the thresholds provided for in § 1, or the nature of the agreement to act in concert is modified;
  • crossing of stricter notification thresholds added by the Company's articles of association.

The notification must be made as soon as possible and, not later than four trading days following the acquisition or disposal of the voting rights triggering the reaching of the initial threshold. The Company must publish the information so notified within three trading days following receipt of the notification.

At Shareholders' Meetings, shareholders cannot cast more votes than those attached to the securities or rights they have notified to the Company, in pursuance to the Transparency Law, before the date of the Shareholders' Meeting, subject to certain exceptions.

The form, on which such notifications must be made, together with additional explanations, is available on the FSMA website (www.fsma.be).

The voting rights held by the major shareholders of the Company are available on the website of Viohalco (www.viohalco.com ).

Viohalco is not aware of the existence of any agreement between its shareholders which may lead to restrictions on the transfer or the exercise of the voting rights attached to the shares of the Company.

■ Shareholders' meeting

1. Meetings

The Annual Ordinary Shareholders' Meeting of the Company is held on the last Tuesday of May at 12:00 p.m. or, if the day is a public holiday in Belgium, on the previous business day, at the same time. It takes place in Brussels, at the registered office of the Company or at a place indicated in the convening notice of the Shareholders' Meeting.

The other Shareholders' Meetings of the Company must take place on the date, hour and place indicated in the convening notice of the Shareholders' Meeting. They may take place in locations other than the Company's registered office.

The Annual, the Special and Extraordinary Shareholders' Meetings of the Company may be convened by the Board or by the statutory auditor of the Company, or at the request of shareholders representing at least ten (10) % of the Company's share capital.

2. Quorum and majority required for modification of the articles of association

The modification of Viohalco's articles of association requires that two thirds (2/3) of the share capital are present or represented, and that it is approved by a qualified majority of 75% of the votes cast. If the quorum of two thirds is not reached during a first Shareholders' Meeting, a second Meeting can be convened with the same agenda and shall lawfully meet if 60% of the Company's share capital is present or represented.

If this second Meeting quorum is not reached, a third Meeting can be convened and shall lawfully meet if 58% of the Company's share capital is present or represented.

■ Share information and evolution of the shares

Τhe share capital of Viohalco is set at EUR 141,893,811.46 and is divided into 259,189,761 shares without nominal value.

The shares have been issued in registered and dematerialised form. All the shares are freely transferable and fully paid up. The Company has not issued any other category of shares, such as non-voting or preferential shares.

All the shares representing the share capital have the same rights. In accordance with the articles of association of the Company, each share entitles its holder to one vote.

Viohalco's shares are listed under the symbol "VIO" with ISIN code BE0974271034 on the regulated market of Euronext Brussels and on the main market of the Athens Stock Exchange (Athex) with the same ISIN code and under the symbol "VIO" (in latin characters) and "BIO" (in Greek characters).

■ Market data

The table below sets forth, for the periods indicated the maximum and minimum year-end closing prices, and the end of the year closing prices of Viohalco S.A. on Euronext Brussels and Athens Stock Exchange.

Share price EURONEXT BRUSSELS
in EUR 2021 2020
At the end of the year 4.59 3.71
Maximum 5.30 3.98
Minimum 3.23 1.54
Share price ATHENS EXCHANGE
in EUR 2021 2020
At the end of the year 4.59 3.74
Maximum 5.19 3.99
Minimum 3.32 1.52

■ Investor relations contact details

Sofia Zairi Chief Investor Relations Officer Email: [email protected]

Viohalco S.A. Viohalco S.A. – Greek Branch 30 Marnix Avenue, 16 Himaras Street, Belgium Greece

1000 Brussels, 151 25 Maroussi, Athens

www.viohalco.com

Belgium tel: Greece tel: (+32) 2 224 09 11 (+30) 210 6861 111, (+30) 210 6787 773

Ticker VIO

Market NYSE Euronext Brussels ISIN code BE0974271034

Market Athens Stock Exchange Ticker VIO (in latin characters) and BIO (in Greek characters) ISIN code BE0974271034

Viohalco remains committed to high-quality and transparent financial reporting. Viohalco's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRSs as adopted by the EU").

■ Shareholding structure

According to the last transparency notifications, the shareholding structure of Viohalco is as follows:

Name (Shareholders) % voting rights
Ippokratis Ioannis Stassinopoulos
(7.05% exercised in his own name and 23.25%
exercised in the name and on behalf of KIKPE
Foundation in his capacity as President of the KIKPE
Foundation's Board)
30.31%
Nikolaos Stassinopoulos 27.43%
Evangelos Stassinopoulos 19.20%
Michail Stassinopoulos 7.01%

■ Distribution and dividend policy

As a holding company with majority participations in industrial and commercial companies, Viohalco's dividend policy depends on the ability of these companies to generate profit and cash flows sufficient to secure capital invested, to support growth and longterm sustainability and pay dividends.

As a matter of corporate policy, and based on careful evaluation of each year's financial results and of the wider economic and business context, the Company assesses whether it is sounder to re-invest the totality or part of the annual profits and dividends received into the operating companies' businesses or to pay dividends to its shareholders.

The Company can give no assurance that it will make any dividend payment, for any given year in the near or distant future. Such payment will always be conditional on the complex interplay of a broad number of factors, which include Viohalco's overall strategy and business prospects, evolution of earnings, capital requirements and surplus, general financial conditions, existing contractual restrictions, as well as other factors which the Board of Directors may each time deem relevant.

■ Financial calendar

Date Event
Friday, March 18, 2022 Financial results 2021 conference call for
investors and analysts
Wednesday, April 20, 2022 Publication of Annual Report 2021
Tuesday, May 31, 2022 Ordinary General Shareholders' Meeting 2022
Friday, June 3, 2022 Ex-Dividend date of fiscal year 2021
Monday, June 6, 2022 Dividend beneficiaries of fiscal year 2021 -
Record date
(The shares will trade ex-dividend before June
17, 2022, which is the expiration day of Futures
Contracts (June series) in the Athens Stock
Exchange and before July 15, 2022, which is
the expiration date for the Futures Contracts on
the FTSE/ATHEX Large Cap index)
Tuesday, June 7, 2022 Dividend payment of fiscal year 2021
Thursday, September 22, 2022 Half yearly 2022 results

J. Appendix – Alternative Performance Measures (APMs)

Introduction

Viohalco management has adopted, monitors and reports internally and externally P&L alternative performance measures ('APMs'), namely EBITDA, EBIT, adjusted EBITDA (a-EBITDA) and adjusted EBIT (a-EBIT) on the basis that they are appropriate measures reflecting the underlying performance of the business. These APMs are also key performance metrics on which Viohalco prepares, monitors and assesses its annual budgets and long-term (5 year) plans. However, it must be noted that adjusted items should not be considered as non-operating or non-recurring items.

Relating to balance sheet items, Viohalco management monitors and reports the net debt measure.

General Definitions

EBIT

EBIT is defined as profit for the period before:

  • income taxes;
  • Share of profit/loss of equity-accounted investees, net of tax; and
  • net finance cost.

a-EBIT

a-EBIT is defined as EBIT, excluding :

  • metal price lag;
  • impairment / reversal of impairment of fixed and intangible assets;
  • impairment / reversal of impairment of investments;
  • gains/losses from sales of fixed assets, intangible assets and investments;
  • exceptional litigation fees and fines;
  • other exceptional or unusual items.

EBITDA

EBITDA is defined as profit for the period before:

  • income taxes;
  • Share of profit/loss of equity-accounted investees, net of tax;
  • net finance cost;
  • depreciation and amortization.

a-EBITDA

a-EBITDA is defined as EBITDA excluding the same line items as a-EBIT.

Net Debt

Net Debt is defined as the total of:

  • Long term borrowings;
  • Short term borrowings;

Less: Cash and cash equivalents.

Metal Price Lag

Metal price lag is the P&L effect resulting from fluctuations in the market prices of the underlying commodity metals (ferrous and non-ferrous) which Viohalco subsidiaries use as raw materials in their end-product production processes.

Metal price lag exists due to:

    1. the period of time between the pricing of purchases of metal, holding and processing the metal, and the pricing of the sale of finished inventory to customers;
    1. the effect of the inventory opening balance (which in turn is affected by metal prices of previous periods) on the amount reported as cost of sales, due to the costing method used (e.g. weighted average) ;and
    1. certain customer contracts containing fixed forward price commitments which result in exposure to changes in metal prices for the period of time between when our sales price fixes and the sale actually occurs.

Most of Viohalco subsidiaries use back-to-back matching of purchases and sales, or derivative instruments in order to minimize the effect of the Metal Price Lag on their results. However, there will be always some impact (positive or negative) in the P&L, since inventory in the non-ferrous segments (i.e. aluminium, copper and cables) is treated as being held on a permanent basis (minimum operating stock), and not hedged, in the ferrous segments (i.e. steel and steel pipes), no commodities hedging occurs.

Reconciliation tables

EBIT and EBITDA

2021 (Amounts in EUR thousands) Aluminium Copper Cables Steel
pipes
Steel Real
estate
Other
activities
Total
EBT (as reported in Statement of Profit or Loss) 59,556 58,979 45,754 -15,407 108,943 15,347 2,813 275,984
Adjustments for:
Share of profit/loss (-) of Associates
-1,180 4,069 0 -386 -318 344 0 2,530
Net Finance Cost 20,858 14,624 21,874 7,488 26,091 3,452 1,494 95,882
EBIT 79,234 77,672 67,629 -8,305 134,716 19,144 4,307 374,396
Add back: Depreciation & Amortization 59,093 16,665 16,659 8,861 25,600 8,777 4,234 139,889
EBITDA 138,327 94,338 84,287 555 160,316 27,921 8,541 514,285
2020* (Amounts in EUR thousands) Aluminium Copper Cables Steel
pipes
Steel Real
estate
Other
activities
Total
EBT (as reported in Statement of Profit or Loss) 21,529 16,000 35,549 1,575 -24,776 10,511 -1,114 59,273
Adjustments for:
Share of profit/loss (-) of Associates
-511 2,271 0 67 -86 0 0 1,740
Net Finance Cost 14,881 14,143 21,380 10,609 25,687 3,952 1,655 92,307
EBIT 35,899 32,413 56,929 12,251 826 14,463 540 153,321
Add back: Depreciation & Amortization 53,976 15,268 15,117 8,855 29,091 5,946 3,767 132,019
EBITDA 89,875 47,680 72,046 21,106 29,917 20,409 4,308 285,340

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

a-EBIT and a-EBITDA

2021 (Amounts in EUR thousands) Aluminium Copper Cables Steel
pipes
Steel Real
estate
Other
activities
Total
EBT (as reported in Statement of Profit or Loss) 59,556 58,979 45,754 -15,407 108,943 15,347 2,813 275,984
Adjustments for:
Net finance cost
20,858 14,624 21,874 7,488 26,091 3,452 1,494 95,882
Metal price lag -19,694 -35,193 4,915 0 -37,746 0 0 -87,718
Share of profit(-)/ loss of equity investees, net of tax -1,180 4,069 0 -386 -318 344 0 2,530
Impairment/ Reversal of Impairment (-)of PP&E,
intangibles and inv. property
2,067 0 0 0 0 -18,149 507 -15,575
Gains (-) /losses from sales of PP&E, intangibles
and inv. property
524 -187 -24 0 -13 -491 -114 -306
Gains(-)/losses from sales of investments 0 0 0 0 0 0 21 21
Exceptional litigation fees and fines / income (-) 0 0 0 0 0 0 41 41
Provision for antidumping duties 0 0 0 12,842 0 0 0 12,842
Reorganization costs 0 0 0 978 0 0 0 978
Incremental coronavirus costs(1) 1,285 1,508 445 -234 1,096 -2,663 12 1,449
a-EBIT 63,415 43,800 72,964 5,280 98,054 -2,159 4,774 286,128
Add back: Depreciation & Amortization 59,093 16,665 16,659 8,861 25,600 8,777 4,234 139,889
a-EBITDA 122,508 60,465 89,623 14,141 123,654 6,618 9,008 426,017
2020* (Amounts in EUR thousands) Aluminium Copper Cables Steel
pipes
Steel Real
estate
Other
activities
Total
EBT (as reported in Statement of Profit or Loss) 21,529 16,000 35,549 1,575 -24,776 10,511 -1,114 59,273
Adjustments for:
Net finance cost
14,881 14,143 21,380 10,609 25,687 3,952 1,655 92,307
Metal price lag 3,908 4,311 8,086 0 1,277 0 0 17,581
Share of profit/ loss(-) of equity investees, net of tax -511 2,271 0 67 -86 0 0 1,740
Impairment/ Reversal of Impairment (-)
on fixed assets
-164 561 0 0 0 -13,782 0 -13,386
Gains (-) /losses from sales of fixed assets
and intangibles
349 -1,567 -6 0 -1,133 -8 -842 -3,208
Exceptional litigation fees and fines / income (-) 0 0 0 0 195 0 0 195
Reorganization costs 0 0 0 447 2,341 0 0 2,788
Incremental coronavirus costs(1) 1,000 1,099 1,370 467 1,008 -108 0 4,837
Other exceptional or unusual income (-) /expenses 0 0 0 0 0 0 315 315
a-EBIT 40,992 36,817 66,379 13,165 4,512 565 13 162,443
Add back: Depreciation & Amortization 53,976 15,268 15,117 8,855 29,091 5,946 3,767 132,019
a-EBITDA 94,968 52,084 81,495 22,020 33,603 6,511 3,781 294,463

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision "Attributing Benefit to Periods of Service".

(1) Incremental coronavirus costs concern all incremental costs incurred due to the coronavirus outbreak. Such costs are directly attributable to the coronavirus outbreak and are incremental to costs incurred prior to the outbreak and not expected to recur once the crisis has subsided and operations return to normal, while they are clearly separable from normal operations.

Segmental Information

2021 Aluminium Copper Cables Steel
pipes
Steel Real
estate
Other
activities
Total
Revenue 1,677,918 1,563,775 757,170 225,067 1,067,782 18,667 64,134 5,374,512
Gross profit 147,873 125,054 94,442 15,157 181,255 3,555 23,310 590,645
Operating profit 79,234 77,672 67,629 -8,305 134,716 19,144 4,307 374,396
Net finance cost -20,858 -14,624 -21,874 -7,488 -26,091 -3,452 -1,494 -95,882
Share of profit/loss (-) of equity investees 1,180 -4,069 0 386 318 -344 0 -2,530
Profit/Loss (-) before tax 59,556 58,979 45,754 -15,407 108,943 15,347 2,813 275,984
Income tax -10,762 -9,052 -7,788 -451 -20,053 -399 -7,490 -55,996
Profit/Loss (-) 48,793 49,927 37,966 -15,859 88,891 14,948 -4,678 219,989
2020* Aluminium Copper Cables Steel
pipes
Steel Real
estate
Other
activities
Total
Revenue 1,167,735 1,066,014 568,615 304,824 677,939 10,041 54,909 3,850,077
Gross profit 100,469 73,940 81,605 24,695 46,096 2,481 19,757 349,043
Operating profit 35,899 32,413 56,929 12,251 826 14,463 540 153,321
Net finance cost -14,881 -14,143 -21,380 -10,609 -25,687 -3,952 -1,655 -92,307
Share of profit/loss (-) of equity investees 511 -2,271 0 -67 86 0 0 -1,740
Profit/Loss (-) before tax 21,529 16,000 35,549 1,575 -24,776 10,511 -1,114 59,273
Income tax -8,292 -3,622 -8,911 -1,854 428 -1,952 -2,300 -26,502
Profit/Loss (-) 13,237 12,378 26,638 -279 -24,348 8,559 -3,414 32,771

* The comparative information is restated due to retroactive application of the IFRIC Agenda Decision 'Attributing Benefit to Periods of Service'.

Net Debt

Amounts in EUR thousands As at 31 December 2021 As at 31 December 2020
Long term
Loans & borrowings 1,294,093 1,001,986
Lease liabilities 34,639 41,276
Short term
Loans & borrowings 848,145 746,010
Lease liabilities 10,696 10,935
Total Debt 2,187,573 1,800,207
Less: Cash and cash equivalents -503,267 -219,161
Net Debt 1,684,306 1,581,046

K. EU Taxonomy Reporting Principles

Allocation of turnover, Capex and Opex to one environmental objective

Viohalco is particularly concerned by the objective of climate change mitigation. It was determined that activities 3.1, 3.8, 3.9 & 4.9 should be allocated to climate change mitigation, as this objective is more pertinent to Viohalco's activities and the Taxonomy does not allow double counting using other objectives.

Relevant judgement on the Taxonomy-eligibility of our activities

Activity 3.1 - Manufacture of renewable energy technologies

The description of activity 3.1 in Annex I to the Climate Delegated Act does not contain a clear definition of the term "renewable energy technologies" and is thus open to interpretation. In the absence of a "renewable energy technologies" definition and in the spirit of the EU Taxonomy, we defined this term by referring to the technical screening criteria for substantial contribution to climate change mitigation. We thus included revenue generated from production & installation of cable systems used in Renewable Energy Sources projects (mainly wind and solar), which enable the diffusion of renewable energy in the electricity network.

Activity 3.8 - Secondary aluminium production

The description of activity 3.8 in Annex I to the Climate Delegated Act does not contain a clear definition of the term "secondary aluminium" and is thus open to interpretation. In the absence of a "secondary aluminium" definition and in the spirit of the EU Taxonomy, we defined this term by referring to the technical screening criteria for substantial contribution to climate change mitigation. We thus included revenue generated from materials produced as a result of aluminium remelting process, since none of the Viohalco subsidiaries' activities include primary aluminium production.

Activity 3.9 - Manufacture of iron and steel

According to the description of activity 3.9 in Annex I to the Climate Delegated Act an economic activity should comply with at least one of the following technical screening criteria:

  • a. iron and steel where GHG emissions, reduced by the amount of emissions assigned to the production of waste gases in accordance with point 10.1.5(a) of Annex VII to Regulation (EU) 2019/331 do not exceed the following values applied to the different manufacturing process steps:
    • i. hot metal = 1,331 tCO2 e/t product;
    • ii. sintered ore = 0,163 tCO2 e/t product;
  • iii. coke (excluding lignite coke) = 0,144 tCO2 e/t product;
  • iv. iron casting = 0,299 tCO2 e/t product;
  • v. electric Arc Furnace (EAF) high alloy steel = 0,266 tCO2 e/t product;
  • vi. electric Arc Furnace (EAF) carbon steel = 0,209 tCO2 e/t product.
  • b. steel in electric arc furnaces (EAFs) producing EAF carbon steel or EAF high alloy steel, as defined in Commission Delegated Regulation (EU) 2019/331 and where the steel scrap input relative to product output is not lower than:
    • i. 70 % for the production of high alloy steel;
    • ii. 90 % for the production of carbon steel.

According to our assessment the steel segment revenue complies with the above mentioned technical criteria of paragraph b as the steel making process of Viohalco subsidiaries are based on secondary production of steel using steel scrap in excess of 90% input.

Activity 4.9 - Construction and Installation services of electricity distribution networks

According to the description of activity 4.9 in Annex I to the Climate Delegated Act an economic activity should comply with at least one of the following technical screening criteria:

  • c. the system is the interconnected European system, i.e. the interconnected control areas of Member States, Norway, Switzerland and the United Kingdom, and its subordinated systems;
  • d. more than 67% of newly enabled generation capacity in the system is below the generation threshold value of 100 gCO2 e/kWh measured on a life cycle basis in accordance with electricity generation criteria, over a rolling five-year period;
  • e. the average system grid emissions factor, calculated as the total annual emissions from power generation connected to the system, divided by the total annual net electricity production in that system, is below the threshold value of 100 gCO2 e/kWh measured on a life cycle basis in accordance with electricity generation criteria, over a rolling five-year period;

According to our assessment the cables segment revenue generated from projects relating to the interconnection of islands complies with the above mentioned technical criteria a.

Taxonomy-non-eligible economic activities

The activities that have not been identified as Taxonomy eligible, and which therefore comprise the Taxonomy non-eligible %, are currently not included among the sectors and activities included in the EU Taxonomy; however, they could be included in the activities envisaged in the additional four environmental objectives identified in the Regulation that are currently being standardised.

Taxonomy-eligible Capex and Opex and individually Taxonomyeligible Capex and Opex

With regard to Capex and Opex related to our Taxonomy-eligible economic activities and Capex/Opex related to purchases and measures that we consider as individually Taxonomy-eligible, we refer to the explanations in the sections "Capex KPI" and "Opex KPI" in the description of our accounting policies.

KPIs and accounting policies

Reporting requirements include the eligibility percentage of the Turnover, CAPEX and OPEX for the companies that are already included in the Sustainable Finance E.U. law. Article 10(1) of the Disclosures Delegated Act explicitly requires that in the first year of implementation, non-financial undertakings should disclose "the proportion of Taxonomy-eligible and Taxonomy non-eligible economic activities in their total turnover, capital and operating expenditure".

Turnover KPI

Definition

The proportion of Taxonomy-eligible economic activities has been calculated as the part of turnover derived from the economic activities presented below (numerator):

  • 3.1 Manufacture of renewable energy technologies
  • 4.9 Transmission and distribution of electricity
  • 3.8 Secondary aluminium production
  • 3.9 Manufacture of iron and steel

divided by the turnover of Viohalco's total turnover (denominator) for financial year 2021.

For further details on our turnover accounting policy please refer to page 125 of our Annual Report 2021.

Reconciliation

Turnover of Viohalco can be reconciled to our consolidated financial statements, in "Operating segments" section, on page 140 of our Annual Report 2021.

Capex KPI

Definition

The Capex KPI is defined as Taxonomy-eligible Capex (numerator) divided by Viohalco's total Capex (denominator).

The numerator consists of Taxonomy-eligible Capex related to assets or processes that are associated with the economic activities presented below (numerator):

  • 3.1 Manufacture of renewable energy technologies
  • 4.9 Transmission and distribution of electricity
  • 3.8 Secondary aluminium production
  • 3.9 Manufacture of iron and steel

We consider that assets and processes are associated with Taxonomyeligible economic activities when they are essential components necessary to execute an economic activity. Consequently, all Capex invested into machinery for the above mentioned activities have been included in the numerator of the Capex KPI.

In particular, secondary aluminium Capex includes Capex related to the production of aluminium from secondary raw materials (including scrap and metal-bearing materials) and the remelting and alloying processes.

The denominator consists of Viohalco companies additions to tangible and intangible fixed assets during financial year 2021, before depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments. It includes acquisitions of tangible fixed assets (IAS 16), intangible fixed assets (IAS 38) and investment properties (IAS 40). Additions resulting from business combinations are also included. Goodwill is not included in Capex, as it is not defined as an intangible asset in accordance with IAS 38. For further details on our accounting policies regarding Capex please refer to page 128 of our Annual Report 2021.

Reconciliation

Capex of Viohalco can be reconciled to our consolidated financial statements, in "Operating segments" section, on page 140 of our Annual Report 2021.

Opex KPI

Definition

The Opex KPI is defined as Taxonomy-eligible Opex (numerator) divided by total Viohalco's total Opex (denominator).

The numerator consists of Taxonomy-eligible Opex related to assets or processes that are associated with the economic activities presented below (numerator):

  • 3.1 Manufacture of renewable energy technologies
  • 4.9 Transmission and distribution of electricity
  • 3.8 Secondary aluminium production
  • 3.9 Manufacture of iron and steel

Total Opex (denominator) consists of direct non-capitalised costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment. This includes:

• Research and development expenditure recognised as an expense during the reporting period. Τhis includes all noncapitalised expenditure that is directly attributable to research or development activities.

  • The volume of non-capitalised leases was determined in accordance with IFRS 16 and includes expenses for short-term leases and low-value leases.
  • Maintenance and repair and other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment were determined based on the maintenance and repair costs allocated to our internal cost centers. The related cost items constitute a portion of total operating expenses in the income statement.

This also includes building renovation measures. In general, this includes staff costs, costs for services, and material costs for daily servicing as well as for regular and unplanned maintenance and repair measures. These costs are directly allocated to our PP&E including an appropriate allocation of overhead costs.

This does not include expenditures relating to the day-to-day operation of PP&E such as raw materials, cost of employees operating the machine, electricity or fluids that are necessary to operate PP&E.

Direct costs for training and other human resources adaptation needs are excluded from the denominator and the numerator. This is because Annex I to Art. 8 Delegated Act lists these costs only for the numerator which does not allow a mathematically meaningful calculation of the Opex KPI.

This section is included for the first time in the section "Non-Financial Reporting", pursuant to Regulation (EU) 2020/852. The information contained follows the requirements of the Regulation. Viohalco will follow the disclosure developments and will adapt the approach accordingly.

L. Consolidated Financial Statements 2021

116 VIOHALCO | ANNUAL REPORT 2021

Contents

Consolidated Statement of Financial Position 118
Consolidated Statement of Profit or Loss 119
Consolidated Statement of Other Comprehensive Income 120
Consolidated Statement of Changes in Equity 121
Consolidated Statement of Cash Flows 122
Notes to the Consolidated Financial Statements 123
1. Reporting entity 123
2. Basis of accounting 123
3. Functional currency and presentation currency 123
4. Use of estimates and judgements 123
5. Significant accounting policies 124
6. Operating segments 139
7. Revenue 142
8. Other income and expenses 145
9. Net finance cost 146
10. Earnings per share 147
11. Employee benefits 147
12. Employee benefit expenses 149
13. Income tax expense 150
14. Inventories 153
15. Trade and other receivables 153
16. Cash and cash equivalents 154
17. Property, plant and equipment 155
18. Goodwill and intangible assets 157
19. Investment property 160
20. Equity-accounted investees 161
21. Other investments 163
22. Assets held for sale 163
23. Derivatives 163
24. Capital and reserves 165
25. Capital management 166
26. Loans and borrowings 166
27. Trade and other payables 169
28. Grants 169
29. Provisions 169
30. Financial instruments 170
31. Impact of Covid-19 pandemic 179
32. Subsidiaries 180
33. Joint operations 182
34. Non-controlling interests 182
35. Leases 184
36. Commitments 185
37. Contingent liabilities 185
38. Related parties 186
39. Auditor's fees 187
40. Subsequent events 188

Consolidated Statement of Financial Position

As at
Amounts in EUR thousands Note 31 December 2021 31 December 2020*
ASSETS
Property, plant and equipment 17 2,089,107 1,954,096
Right of use assets 35 34,288 38,498
Intangible assets and goodwill 18 42,083 39,545
Investment property 19 280,876 270,413
Equity-accounted investees 20 44,372 38,089
Other investments 21 8,457 8,324
Deferred tax assets 13 13,141 17,206
Derivatives 23 944 936
Trade and other receivables 15 7,314 10,349
Contract costs 7 222 222
Non-current assets 2,520,805 2,377,678
Inventories 14 1,469,840 1,074,589
Trade and other receivables 15 623,536 447,459
Contract assets 7 101,371 68,517
Contract costs 7 167 491
Derivatives 23 16,277 7,225
Assets held for sale 22 372 730
Current tax assets 2,785 1,663
Cash and cash equivalents 16 503,267 219,161
Current assets 2,717,616 1,819,835
Total assets 5,238,420 4,197,513
EQUITY
Share capital 24 141,894 141,894
Share premium 24 457,571 457,571
Translation reserve -24,450 -30,341
Other reserves 24 440,437 436,104
Retained earnings 399,175 214,097
Equity attributable to owners of the Company 1,414,626 1,219,324
Non-controlling interests 34 240,969 175,929
Total equity 1,655,594 1,395,253
LIABILITIES
Loans and borrowings 26 1,294,093 1,001,986
Lease liabilities 35 34,639 41,276
Derivatives 23 3,587 1,295
Deferred tax liabilities 13 97,263 91,258
Employee benefits 11 24,183 21,913
Grants 28 33,985 35,817
Provisions 29 1,825 1,839
Trade and other payables 27 17,615 12,299
Contract Iiabilities 7 9,889 9,889
Non-current liabilities 1,517,080 1,217,572
Loans and borrowings 26 848,145 746,010
Lease liabilities 35 10,696 10,935
Trade and other payables 27 1,093,804 762,998
Contract Iiabilities 7 51,482 44,132
Current tax liabilities 40,035 14,708
Derivatives 23 7,563 5,252
Provisions 29 14,020 652
Current liabilities 2,065,746 1,584,687
Total liabilities 3,582,826 2,802,260
Total equity and liabilities 5,238,420 4,197,513

\* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23) The notes on pages 123 to 188 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Profit or Loss

For the year ended 31 December
Amounts in EUR thousands Note 2021 2020*
Revenue 7 5,374,512 3,850,077
Cost of sales 8 -4,783,867 -3,501,034
Gross profit 590,645 349,043
Other income 8 43,422 44,240
Selling and distribution expenses 8 -80,351 -76,001
Administrative expenses 8 -142,620 -132,928
Impairment loss on trade and other receivables, including contract assets 30 -2,698 -1,497
Other expenses 8 -34,003 -29,536
Operating result (EBIT) 374,396 153,321
Finance income 9 2,371 1,648
Finance cost 9 -98,253 -93,955
Net finance income / costs (-) -95,882 -92,307
Share of profit/ loss (-) of equity-accounted investees, net of tax 20 -2,530 -1,740
Profit/Loss (-) before income tax expense 275,984 59,273
Income tax expense (-) 13 -55,996 -26,502
Profit/Loss (-) 219,989 32,771
Profit/Loss (-) attributable to:
Owners of the Company 194,994 21,377
Non-controlling interests 24,995 11,394
219,989 32,771
Earnings per share (in EUR per share)
Basic and diluted 10 0.752 0.082

\* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23) The notes on pages 123 to 188 are an integral part of these Consolidated Financial Statements.

VIOHALCO | ANNUAL REPORT 2021 119

Consolidated Statement of Other Comprehensive Income

For the year ended 31 December
Amounts in EUR thousands Note 2021 2020*
Profit / Loss (-) 219,989 32,771
Items that will never be reclassified to profit or loss:
Equity investments at FVOCI - net change in fair value 21 702 -518
Remeasurements of defined benefit liability 11 -1,063 -1,057
Related tax 13 222 175
Total -139 -1,400
Items that are or may be reclassified to profit or loss
Foreign currency translation differences 7,731 -11,155
Changes in fair value of cash flow hedges –effective portion 30 4,839 2,174
Changes in fair value of cash flow hedges - reclassified to profit or loss 30 -1,713 1,857
Related tax 13 -447 -623
Total 10,409 -7,747
Other comprehensive income / expense (-) after tax 10,270 -9,147
Total comprehensive income / expense (-) after tax 230,259 23,624
Total comprehensive income attributable to
Owners of the Company 203,578 14,510
Non-controlling interests 26,681 9,114
Total comprehensive income / expense (-) after tax 230,259 23,624

\* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23) The notes on pages 123 to 188 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Changes in Equity

2021

Non-
Share Share Other Translation Retained controlling Total
Amounts in EUR thousands Note capital premium reserves reserve earnings Total interests equity
Balance as at 1 January 2021 141,894 457,571 436,104 -30,341 214,097 1,219,325 175,929 1,395,253
Total comprehensive income
Profit/loss (-) 0 0 0 0 194,994 194,994 24,995 219,989
Other comprehensive income 0 0 2,985 5,880 -281 8,584 1,686 10,270
Total comprehensive income 0 0 2,985 5,880 194,713 203,578 26,681 230,259
Transactions with owners of the Company
Capitalization of reserves 24 0 0 1,150 0 -1,338 -188 188 0
Loss of Control/Disposal of subsidiary 0 0 0 49 -29 21 0 21
Dividends 0 0 0 0 -7,776 -7,776 -3,421 -11,196
Total 0 0 1,150 49 -9,142 -7,943 -3,233 -11,176
Changes in ownership interests:
Acquisition of NCI 0 0 331 -100 -5,112 -4,881 -2,619 -7,500
Other changes in ownership interests 0 0 -133 60 4,620 4,547 44,211 48,758
Balance as at 31 December 2021 141,894 457,571 440,437 -24,450 399,175 1,414,626 240,969 1,655,594

2020*

Non-
Share Share Other Translation Retained controlling Total
Amounts in EUR thousands
Note
capital premium reserves reserve earnings Total interests equity
Balance as at 1 January 2020 141,894 457,571 426,607 -21,711 184,854 1,189,214 145,859 1,335,073
Impact of change in accounting policy 0 0 0 0 11,567 11,567 1,338 12,905
Adjusted balance at 1 January 2020 141,894 457,571 426,607 -21,711 196,420 1,200,781 147,197 1,347,978
Total comprehensive income
Profit/loss (-) 0 0 0 0 21,377 21,377 11,394 32,771
Other comprehensive income 0 0 2,690 -8,629 -928 -6,867 -2,280 -9,147
Total comprehensive income 0 0 2,690 -8,629 20,449 14,510 9,114 23,624
Transactions with owners of the Company
Capitalization of reserves
24
0 0 3,607 0 -3,607 0 0 0
Share capital increase of subsidiary
32-34
0 0 0 0 0 0 21,963 21,963
Mergers & absorptions 0 0 3,271 0 4,197 7,467 1,083 8,550
Loss of Control/Disposal of subsidiary 0 0 -33 0 33 0 0 0
Dividends 0 0 0 0 -2,592 -2,592 -2,013 -4,605
Total 0 0 6,845 0 -1,969 4,876 21,033 25,909
Changes in ownership interests:
Acquisition of NCI 0 0 0 0 -1,144 -1,144 -1,113 -2,257
Other changes in ownership interests 0 0 -39 0 341 302 -302 0
Balance as at 31 December 2020 141,894 457,571 436,104 -30,341 214,097 1,219,325 175,929 1,395,253

\* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23) The notes on pages 123 to 188 are an integral part of these Consolidated Financial Statements.

Consolidated Statement of Cash Flows

For the year ended 31 December
Amounts in EUR thousands Note 2021 2020*
Cash flows from operating activities
Profit / loss (-) for the period 219,989 32,771
Adjustments for:
Income tax expense/ credit (-) 13 55,996 26,502
Depreciation of PP&E 17 120,686 116,194
Depreciation of right of use assets 35 8,518 8,450
Depreciation of intangible assets 18 6,673 6,376
Depreciation of investment property 19 6,898 4,157
Impairment loss/ Reversal of impairment loss (-) and write off of PP&E and intangible assets 8 -6,725 -6,052
Impairment loss/ Reversal of impairment loss (-) of investment property 8 -6,922 -4,700
Profit (-) / loss from sale of PP&E and intangible assets 8 170 -1,727
Profit (-) / loss from sale of investment property 8 -476 143
Amortization of grants 28 -2,886 -3,158
Finance cost
Finance income
9
9
98,253
-2,371
93,955
-1,648
Impairment loss on trade and other receivables, including contract assets 30 2,698 1,497
Profit (-) / loss from derivatives valuation 9 -644 853
Gain (-) / loss from business combinations 8 21 -1,623
Share of profit of equity accounted investees 20 2,530 1,740
502,407 273,731
Decrease / increase (-) in inventories -395,251 -14,580
Decrease / increase (-) in receivables -227,609 -59,617
Decrease / increase (-) in contract assets -32,854 52,669
Decrease / increase (-) in contract costs 324 -117
Decrease (-) / increase in liabilities 367,284 187,782
Decrease (-) / increase in employees benefits liability 1,208 503
Decrease (-) / increase in provisions 13,355 -922
Decrease (-) / Increase in contract liabilities 7,350 -14,505
-266,193 151,214
Interest charges and related expenses paid -91,512 -88,541
Income tax paid -14,106 -11,293
Net cash flows from operating activities 130,596 325,111
Cash flows from investing activities
Acquisition of PP&E and intangible assets
-234,689 -231,201
Acquisition of investment property 19 -13,065 -22,514
Proceeds from sales of PP&E and intangible assets 2,927 6,573
Proceeds from sales of investment property 1,229 100
Acquisition of / share capital increase of associates and joint ventures -9,525 -12,543
Acquisition of other investments 21 -77 -598
Proceeds from sale of other investments 21 637 0
Interest received 9 557 842
Dividends received 9-20 1,060 707
Cash inflows / outflows (-) from business combinations 0 278
Net cash flows used in investing activities -250,947 -258,356
Cash flows from financing activities
Proceeds from new borrowings 896,672 240,868
Repayment of borrowings 26 -514,171 -286,282
Principal elements of lease payments 26 -11,562 -10,688
Proceeds from sales of subsidiaries shares 26 50,000 0
Proceeds from collection of grants 32 1,529 495
Acquisition of NCI
Dividends paid to shareholders
28 -7,500
-7,776
-2,257
-2,592
Dividends paid to non-controlling interest -3,421 -2,008
Net cash flows from/used in (-) financing activities 403,773 -62,464
Net decrease (-)/ increase in cash and cash equivalents 283,422 4,290
Cash and cash equivalents at the beginning of period 219,161 214,499
Foreign exchange effect on cash and cash equivalents 684 371
Cash and cash equivalents at the end of period 503,267 219,161

\* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

The notes on pages 123 to 188 are an integral part of these Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

1. Reporting entity

Viohalco S.A. (hereafter referred to as "the Company" or "Viohalco S.A.") is a Belgian Limited Liability Company. The Company's registered office is located at 30 Avenue Marnix, 1000 Brussels Belgium. The Company's Consolidated Financial Statements include those of the Company and its subsidiaries (together referred to as"Viohalco").

Viohalco S.A. is the holding company and holds participations in approximately 100 subsidiaries, two of which are listed, one on Euronext Brussels and the other on Athens Stock Exchange. With production facilities in Greece, Bulgaria, Romania, North Macedonia and the United Kingdom, Viohalco companies specialise in the manufacture of steel, copper and aluminium products. In addition, Viohalco owns substantial real estate properties in Greece. Its shares are traded on Euronext Brussels (trading ticker "VIO") and has since February 2014 its secondary listing on the Athens Stock exchange (trading ticker "ΒΙΟ").

The Company's electronic address is www.viohalco.com, where the Consolidated Financial Statements have been posted.

2. Basis of accounting

Statement of compliance

The Consolidated Financial Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and authorized by the Company's Board of Directors on 17 March 2022.

Details of the Viohalco's accounting policies are included in Note 5.

Basis of measurement

The Consolidated Financial Statements have been prepared in accordance with the historical cost principle, with the exception of the following assets and liabilities, which are measured on an alternative basis on each reporting date.

    1. Derivative financial instruments (fair value)
    1. Other Investments Equity instruments (fair value)
    1. Net defined benefit liability (present value of the obligation)
    1. Provisions (present value of the expected future cash flows)

3. Functional currency and presentation currency

The functional and presentation currency of the parent Company is Euro. All amounts in the Consolidated Financial Statements are rounded to the nearest thousand, unless otherwise indicated. As such, due to rounding, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

4. Use of estimates and judgements

Preparing Financial Statements in line with IFRS requires that Management makes judgements, estimates and assumptions that affect the application of Viohalco's accounting policies and the reported amounts of assets, liabilities, income and expenses. The actual results may differ from these estimates. Management's estimates and judgements are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Information about judgements, assumptions and estimation uncertainties that have significant risk of resulting in a material adjustment in the year ended 31 December 2021 is included in the following notes:

  • Note 8 Revenue recognition;
  • Note 12 Measurement of defined benefit obligations: key actuarial assumptions;
  • Note 14 Recognition of deferred tax assets: availability of future taxable profits against which carried forward tax losses can be used;
  • Note 19 Impairment loss test: key assumptions underlying recoverable amounts;
  • Note 31 Measurement of ECL allowance for trade receivables and contract assets: key assumptions in determining loss rates;

5. Significant accounting policies

The accounting principles described below have been consistently applied to all periods presented in these Consolidated Financial Statements and have also been consistently applied by Viohalco and its companies (subsidiaries and equity accounted investees).

5.1. Basis of Consolidation

(a) Business combinations

Acquisition of subsidiaries is accounted for using the acquisition method on the acquisition date, i.e. the date on which control is transferred to Viohalco. To assess control, Viohalco takes into account substantive potential voting rights.

Viohalco and its companies measure goodwill on the acquisition date as follows:

  • the fair value of the consideration paid, plus
  • the value of any non-controlling interests in the acquired subsidiary, less
  • the fair value of identifiable assets and liabilities assumed.

Any goodwill that arises is tested annually for impairment loss. Any gain on a bargain purchase is immediately recognized in the Consolidated Statement of Profit or Loss. Any expenses directly linked with acquisition are directly posted in the Consolidated Statement of Profit or Loss. Any contingent consideration is recognized at its fair value on the acquisition date.

(b) Subsidiaries

Subsidiaries are entities controlled by Viohalco. Viohalco controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control commences, until the date on which control ceases.

(c) Non-controlling interests

NCI are measured at fair value or at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. This measurement is done on an acquisition by acquisition basis.

Changes in Viohalco's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(d) Loss of control

When Viohalco and its companies lose control over a subsidiary, they derecognise the assets and liabilities of the subsidiary and any related NCI and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

(e) Interests in equity-accounted investees

Associates are those entities in which Viohalco has significant influence, but not control or joint control, over the financial and operating policies. This is generally the case where Viohalco holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost.

Investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.

Joint operations: Viohalco recognises its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. These have been incorporated in the financial statements under the appropriate headings.

Joint ventures: A joint venture is an arrangement in which Viohalco has joint control, whereby Viohalco has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost in the consolidated balance sheet.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise Viohalco's share of the post-acquisition profits or losses of the investee in profit or loss, and Viohalco's share of movements in other comprehensive income of the investee in other comprehensive income, until the date on which significant influence or joint control ceases. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

When Viohalco's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, Viohalco does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

(f) Transactions eliminated on consolidation

Intra group balances and transactions and any unrealised income and expenses arising from intra group transactions are eliminated. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of Viohalco's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

5.2. Foreign currency

(a) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Viohalco's companies at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate, when the fair value was determined. Foreign currency gains and losses are recognized and classified in the consolidated statement of profit or loss based on the nature of the related item of the consolidated statement of financial position.

Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences arising from the translation of the following items are recognised in OCI:

  • qualifying cash flow hedges to the extent that the hedges are effective;
  • an investment in equity securities designated as at FVOCI.

(b) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into Euro at the exchange rates of the reporting date. The income and expenses of foreign operations are translated into Euro at the exchange rates at the date of the transactions. The average rate for the period is deemed to be an appropriate rate.

Foreign currency differences are recognised in OCI and accumulated in the translation reserve, except to the extent that the translation difference is allocated to NCI.

5.3. Revenue

Viohalco recognizes revenue from the following major sources:

  • Sale of customized products and revenue from projects;
  • Sale of standard products;
  • Rendering of services.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. Viohalco recognizes revenue when it transfers control of a product or service to a customer.

Consideration can vary because of trade discounts, volume rebates, returns or other similar items. Depending on the type of variable consideration the most appropriate method for measuring this variable consideration is used.

Sales of customized products and revenue from projects

Regarding contracts for projects and for customized products produced for the exclusive use of certain customers and with no alternative use, there is an enforceable right to payment for performance completed to date if the contract is terminated by the customer or another party for reasons other than Viohalco's subsidiaries' failure to perform as promised. Hence, it is concluded that the client controls all of the work in progress, as the goods are being produced.

Therefore, for such contracts revenue is recognised progressively based on the most appropriate output or input method, to measure progress towards completion.

The most common methods used are the following:

  • For performance obligations related to production of customized products, depending on the type of contract concerned, the methods to measure progress is estimated based on:

    • i. Production time elapsed, i.e. the ratio between the actual time spent on the production and the total number of scheduled production time. This method is used for submarine cables produced in long continuous lengths, since the production of such products normally lasts for significant period of time and, as a result, the related performance obligations are satisfied as production time elapses.
    • ii. The quantity of manufactured and tested products compared with the total quantity to be produced according to the contract. This method is used for customized land cables, steel pipes and aluminium products, since the production is performed in batches and as a result the performance obligations related are satisfied as certain batches of agreed quantities have been produced.
  • For installation phases of cables segment's turnkey projects, the method to measure progress is based on appraisal of results achieved or milestones reached, based to clearly defined technical milestones, such as transport or meters of cables installed. When milestones are being used as a method to measure progress, these milestones faithfully depict the performance.

Sales of standard products

For products which are not considered customized, customers do not take control of the product until production is completed, therefore revenue is recognised at a point of time, when the control of the goods sold has been transferred.

The timing of the transfer of control usually occurs when the goods have been shipped to the customers' location, unless otherwise specified in the terms of the contract. The terms defined on the contracts with customers are according to Incoterms.

Revenue recognised at a point in time is invoiced either simultaneously with its recognition, or within a short time period from its recognition. A receivable is recognised when the control is transferred to the customer, as this represents the point in time at which the right to consideration becomes unconditional.

Rendering of services

Revenue is recognised using the stage-of-completion method. The total consideration in the service contracts is allocated to all performance obligations in the contract based on their stand-alone selling prices. The stand-alone selling prices are determined based on the list prices at which Viohalco sells the services in separate transactions.

Contract assets and contract liabilities

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances (contract liabilities). These contract assets and contract liabilities are presented on the Consolidated Statement of Financial Position in the lines 'Contract assets' and 'Contract liabilities,' respectively. For products and services for which revenue is recognised over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either upon achievement of contractual milestones, or at the final delivery and acceptance of the manufactured items.

Generally, billing occurs subsequent to revenue recognition for customized products and services performed over time resulting in contract assets. However, when advances from customers are received before revenue is recognized, a contract liability is recognized.

Contract costs

Viohalco's subsidiaries recognize the incremental costs of obtaining contracts with customers and the costs incurred in fulfilling contracts with customers that are directly associated with the contract as an asset, if those costs are expected to be recoverable and record them in the line "Contract costs" in the Consolidated Statements of Financial Position. Incremental costs of obtaining contracts are costs incurred to obtain a contract with a customer that would not have been incurred if the contract had not been obtained.

Fulfilment costs are only capitalized if they generate or enhance resources that will be used to satisfy performance obligations in the future.

Assets arising from contract costs are amortized using either the straight-line method over a period based on the estimated contract duration or based on the portion of revenue recognised during the execution of the related contract.

Incremental costs of obtaining contracts are recognised as an expense when incurred, if the amortisation period of the assets would be one year or less.

5.4. Employee benefits

(a) Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if Viohalco and its companies have a present legal or constructive obligation to pay this amount, as a result of past service provided by the employee and the obligation can be estimated reliably.

(b) Defined contribution plans

Defined-contribution plans are plans for the period after the employee has ceased to work during which Viohalco and its companies pay a defined amount to a third legal entity without any other obligation. The accrued cost of defined-contribution programmes is recorded as an expense in the period that it concerns.

(c) Defined benefit plans

Viohalco and its companies' net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The discount rate is based on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method, while benefits are attributed over the last 16 years before retirement of each employee.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, are recognised immediately in OCI. Viohalco and its companies determine the net interest expense on the net defined benefit liability for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability, taking into account any changes in the net defined benefit liability during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. Viohalco and its companies recognise gains and losses on the settlement of a defined benefit plan when the settlement occurs.

(d) Termination benefits

Termination benefits are expensed at the earlier of when Viohalco and its companies can no longer withdraw the offer of those benefits and when they recognise costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

5.5. Government Grants

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and Viohalco's companies will comply with all attached conditions.

Government grants relating to costs are deferred and recognized in the statement of profit or loss over the period necessary to match them with the costs that they are intended to compensate.

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

5.6. Finance income and finance cost

Viohalco and its companies finance income and finance costs mainly include:

  • interest income;
  • interest expense;
  • dividend income;
  • Foreign currency gains and losses from loans and deposits.

Interest income or expense is recognised using the effective interest method. The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

  • the gross carrying amount of the financial asset; or
  • the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset or to the amortised cost of the financial liability.

Dividend income is recognised in profit or loss on the date on which Viohalco's right to receive payment is established.

5.7. Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or to items recognised directly in equity or in OCI.

A. Current tax

Current tax comprised the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Current tax assets and liabilities are offset only if certain criteria are met.

B. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

• Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

  • Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that Viohalco and its companies are able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
  • Taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurements of deferred tax reflect the tax consequences that would follow from the manner in which Viohalco and its companies expect, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

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

5.8. Inventories

Inventories are stated at the lower of cost and net realisable value. The cost is determined by applying the method of weighted average cost and includes the production and conversion cost and all direct expenses required to bring inventories at their current condition. The net realisable value is estimated based on the inventory's current sales price, in the ordinary course of business activities, less any possible selling expenses, whenever such a case occurs.

The write-down of inventories to net realisable value and any reversals are recognized in 'cost of sales' in the period in which the write-downs occur.

5.9. Property, plant and equipment

A. Recognition and measurement

Property, plant and equipment are presented at their acquisition cost less accumulated depreciation and impairment. The acquisition cost includes all expenses that are directly associated with the asset's acquisition or self-construction. The cost of self-constructed fixed assets includes the cost of direct labour, materials and any other cost that is required for the fixed asset to be ready for use as well as any borrowing costs.

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to Viohalco and its companies. Repair and maintenance costs are recorded in the Consolidated Statement of Profit or Loss when these are incurred.

On the sale of property, plant and equipment, any difference that may arise between the price that is received and the carrying value thereof is recorded through profit or loss in the category 'Other operating income/expenses'.

Borrowing costs related to the construction of qualifying assets are capitalised during the period required for the construction to be completed.

B. Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognised in profit or loss. Land is not depreciated. The component approach is followed if the cost of an asset comprises different major components of that asset with different useful lives.

Buildings 10-33 years
Plants 50 years
Machinery 2-35 years
Furniture and other equipment 2-8 years
Transport means 4-15 years

Computers are included in the category "Furniture and other equipment".

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

C. Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is reclassified to investment property.

The item is reclassified at its net book value at the date of reclassification which becomes its deemed cost for subsequent accounting purposes

D. Reclassification to assets held for sale

Non-current assets and disposal groups are reclassified as held for sale when their carrying amount will be recovered principally through a sale transaction rather than continuing use.

5.10. Intangible assets and goodwill

A. Recognition and measurement

Goodwill: Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

Research and development: Expenditure on research activities is recognised in profit and loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercial feasible, future economic benefits are probable and Viohalco's companies intend and have sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses.

Software programmes: Software licenses are recorded at their acquisition cost less accumulated amortisation. These assets are amortised on the straight line method over their estimated useful lives, which ranges between 3 to 5 years. Expenses that are associated with the software's maintenance are recognised in profit or loss in the year in which they are incurred.

Other intangible assets: Other intangible assets, including customer relationships, patents and trademarks, that are acquired by Viohalco and its companies and have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Other intangible assets having indefinite useful lives are measured at cost less accumulated impairment losses.

B. Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

C. Amortisation and useful lives

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over their estimated useful lives and is recognised in profit or loss. Goodwill and other intangible assets with indefinite useful lives are not amortised.

The estimated useful lives for the current and comparative periods are as follows:

•Trademarks and licenses 10 – 15 years
•Software programmes 3 – 5 years

Some intangible assets included in "Trademarks and licences" have indefinite useful lives and are therefore not amortised, but subject to an impairment testing. See Note 19 for detailed information.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

5.11. Investment property

Investment property, which includes land, buildings and right of use assets, is owned by Viohalco and its subsidiaries for the collection of rents and is not used for owner purposes. Investment property is presented at cost less depreciation. When the carrying amounts of investment property exceed their recoverable value, the difference (impairment loss) is directly recorded in profit and loss as an expense. The reversal of impairment losses is also recognised in profit and loss as income. Land is not depreciated. The buildings are depreciated by applying the straight-line method. The expected useful life of buildings is 18-33 years.

Management exercises judgement to determine whether a property qualifies as investment property or not. The criteria related to this judgement are as follows:

• Whether a property generates cash flows derived from rentals and capital appreciation largely independently of the other assets held by Viohalco;

  • Whether a property does not generate cash flows from the production or supply of goods or services or the use of property for administrative purposes that are attributable not only to property, but also to other assets used in the production or supply process;
  • Whether a building that is vacant will be held to be leased out or for capital appreciation;
  • Whether a property that is being constructed or developed for future use as investment property;
  • Whether Viohalco holds land for a currently undetermined future use.

5.12. Assets held for sale

Non-current assets or disposal groups comprising assets and liabilities are classified as held-for-sale, if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

Such assets or disposal groups are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets or employee benefits which continue to be measured in accordance Viohalco and its companies' other accounting policies. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognised in profit or loss.

Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortised or depreciated and any equityaccounted investee is no longer equity accounted.

5.13. Impairment

A. Non-derivative financial assets

Financial instruments and contract assets Viohalco recognises loss allowances for ECLs on:

  • financial assets measured at amortised cost;
  • contract assets;
  • lease receivables.

Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs, except for cash and cash equivalents (12-month expected credit loss).

Viohalco considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations in full, without recourse by Viohalco companies to actions such as realizing security (if any is held).

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which Viohalco companies are exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that Viohalco expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Impairment losses related to trade and other receivables, including contract assets, are presented separately in the statement of profit or loss.

Write-off

The gross carrying amount of a financial asset is written off when Viohalco has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For all customers, Viohalco individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. Viohalco expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with Viohalco's procedures for recovery of amounts due.

B. Non-financial assets

At each reporting date, Viohalco and its companies review the carrying amounts of its non-financial assets (other than inventories and deferred tax

assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill and intangible assets with indefinite useful life is tested annually for impairment loss.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss under 'Other expenses'. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

5.14. Leases

From 1 January 2019, at inception of a contract, Viohalco assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Viohalco companies use the definition of a lease in IFRS 16.

Accounting for lease contracts as a lessee

Viohalco companies lease various offices, warehouses, machinery and cars. Rental contracts are usually made for fixed periods of 1 to 5 years, with some exceptions like lease of specialized machinery, ports, gas cylinders and land which are leased for longer periods.

Viohalco recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost, comprising the following:

  • the amount of the initial measurement of lease liability;
  • any lease payments made at or before the commencement date less any lease incentives received;
  • any initial direct costs; and
  • restoration costs.

Subsequently, the right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less any lease incentives receivable;
  • variable lease payment that are based on an index or a rate;
  • amounts expected to be payable by the lessee under residual value guarantees;
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

Lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing rate of the component that entered into the lease agreement. Generally, Viohalco uses its incremental borrowing rate as the discount rate.

This is the rate that the lessee, i.e. each subsidiary of Viohalco, would have to pay on the commencement date of the lease for a loan of a similar term, and with similar security, to obtain an asset of similar value to the right-of-use asset in similar economic environment.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payment made. It is remeasured if there is a modification that is not accounted for as a separate lease; when there is a change in future lease payments arising from a change in an index or rate; a change in the estimate of the amount expected to be payable under a residual value guarantee; and changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

Lease liabilities and right-of-use assets are presented separately in the statement of financial position. Right-of-use assets that meet the definition of investment property are presented within 'Investment property'.

Viohalco has elected not to separate non-lease components from lease components.

Payments associated with leases of 12 months or less and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Low-value assets comprise IT-equipment and small items of office furniture.

Viohalco applies judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether Viohalco is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.

Viohalco has elected to present interest paid related to lease liabilities in the Consolidated Statement of Cash Flows, within the line 'Interest charges & related expenses paid' in operating activities.

Accounting for lease contracts as a lessor

Leases in which Viohalco companies do not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income is recognised as revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognised as expense over the lease term on the same basis as lease income.

5.15. Financial instruments

(a) Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when Viohalco becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(b) Classification and subsequent measurement

Financial assets

outstanding.

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless Viohalco changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount

On initial recognition of an equity investment that is not held for trading, Viohalco may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets (except derivatives to which cash flow hedging is applied) not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, Viohalco may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL, if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – Business model assessment:

Viohalco makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with Viohalco companies'continuing recognition of the assets.

Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest:

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, Viohalco considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, Viohalco considers:

  • contingent events that would change the amount or timing of cash flows;
  • terms that may adjust the contractual coupon rate, including variable-rate features;
  • prepayment and extension features; and
  • terms that limit the claim to cash flows from specified assets (e.g. non-recourse features).

Financial assets – Subsequent measurement and gains and losses:

Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in
profit or loss.
Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment
losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition
is recognised in profit or loss.
Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains
and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and
losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly
represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to
profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses:

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-fortrading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

(c) Derecognition

Financial assets

Viohalco derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which Viohalco neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Viohalco enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.

Financial liabilities

Viohalco derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. Viohalco also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any noncash assets transferred or liabilities assumed) is recognised in profit or loss.

(d) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, Viohalco currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(e) Derivatives and hedge accounting

Viohalco has elected not to adopt the provisions of IFRS 9 regarding the hedge accounting and will continue applying IAS 39.

Viohalco's companies hold derivative financial instruments designated as fair value or cash flow hedges. Derivatives are used to cover risks arising from fluctuations in prices of metals, foreign exchange rates, interest rates on borrowings and energy prices (natural gas).

Derivatives are initially measured at fair value; any directly attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value and changes therein are generally recognised in profit or loss, unless the instrument qualifies for cash flow hedge accounting. Gain or losses from derivatives are classified as operating or financing expense according to the classification of the hedged item.

Fair value hedge

Derivatives are designated as fair value hedges when the exposure to changes in the fair value of a recognized financial asset or liability is hedged.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in the Consolidated Statement of Profit or Loss, along with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Cash flow hedge

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognised in the 'Hedging reserve'. Any ineffective proportion is recognized immediately in profit or loss.

The amounts recorded in "Hedging Reserve" are reclassified to the consolidated statement of profit or loss in the same period or periods during which the hedged forecast cash flows affect profit or loss or the hedged item affects profit or loss.

When a hedge item is sold or when the hedging proportion no longer meets the hedge accounting criteria, hedge accounting is discontinued prospectively, the amounts recorded in 'Hedging reserve' remain as a reserve and are reclassified to the consolidated statement of profit or loss when the hedged asset affects profits or losses.

In the case of a hedge on a forecast future transaction which is no longer expected to be realized, the amounts recorded in 'Hedging reserve' are reclassified to the consolidated statement of profit or loss.

Viohalco's companies examine the effectiveness of the cash flow hedge at inception (prospectively) by comparing the critical terms of the hedging instrument with the critical terms of the hedged item, and then at every reporting date (retrospectively), the effectiveness of the cash flow hedge by applying the dollar offset method on a cumulative basis is examined.

5.16. Cash & cash equivalents

Cash and cash equivalents comprise cash on hand and deposits held at call with financial institutions and short-term highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

5.17. Share capital

Shareholder's equity is composed of ordinary shares.

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted in equity (see note 5.7).

5.18. Provisions

Provisions are measured by discounting the expected future cash flows at a pre-tax rate. The discount rate used for the determination of present value reflects current market assessments of the time value of money and the risks specific to the obligation.

Provisions are recognised when:

  • (a) There is a present legal or constructive obligation as a result of past events.
  • (b) Payment is probable to settle the obligation.
  • (c) The amount of the payment in question can be reliably estimated.

More specifically:

Provisions for pending court rulings are recognised when it is more likely than not, that a present obligation from this litigation exists, and payment is probable.

Assurance warranty provisions are recognised when the product is sold and according to historical experience (probability that sold products will need to be replaced). The initial estimate of warranty-related costs is revised annually.

Restructuring provisions are recognised only when Viohalco has a constructive obligation, which is when a detailed formal plan identifies the business or part of the business concerned, the location and number of employees affected, a detailed estimate of the associated costs and an appropriate timeline, and the employees affected have been notified of the plan's main features or when the company has already started to implement the plan. A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating a contract and the expected net cost of continuing with the contract. Before the provision is established, Viohalco recognises any impairment loss on the associated assets with the contract.

5.19. Earnings per Share

Viohalco presents basic and diluted earnings per share. Basic earnings per share are calculated by dividing the net profit/ loss attributable to holders of the Company's ordinary shares by the average weighted number of outstanding ordinary shares during each period.

Diluted earnings per share are determined by adjusting the profit or loss attributable to holders of ordinary shares and the average weighted number of outstanding ordinary shares by the effect of all diluted eventual ordinary shares consisting of convertible notes and shares with options granted to the staff.

5.20. Operating profit

Operating profit is the result generated from the continuing principal revenue-producing activities of Viohalco as well as other income and expenses related to operating activities. Operating profit excludes net finance costs, share of profit of equity-accounted investees and income taxes.

5.21. Fair value measurement

'Fair value' is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which Viohalco has access at that date. The fair value of a liability reflects its non-performance risk.

A number of Viohalco's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

When one is available, Viohalco measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as 'active' if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then Viohalco uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

If an asset or a liability measured at fair value has a bid price and an ask price, then Viohalco measures assets and long positions at a bid price and liabilities and short positions at an ask price.

The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If Viohalco determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability, nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

5.22. New standards, amendment to standards and interpretations of IFRS's

A number of new or amended standards became applicable for the current financial year and subsequent years. Viohalco has applied all of the new standards, interpretations and amendments to existing standards that were mandatory for the first time in the fiscal year beginning 1 January 2021 and none of the new or amended standards and interpretations has had material impact on recognition and measurement in the Consolidated Financial Statements, except for the effect of the adoption of the IFRIC Agenda Decision 'Attributing Benefit to Periods of Service' as presented in note 5.23.

Standards and Interpretations effective for the current financial year:

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2021 and have been endorsed by the European Union:

IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments) 'Interest rate benchmark reform – Phase 2'

The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for the change in its hedging relationships and the information it should disclose.

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions'

If certain conditions are met, the Amendment would permit lessees, as a practical expedient, not to assess whether particular Covid-19-related rent concessions are lease modifications. Instead, lessees that apply the practical expedient would account for those rent concessions as if they were not lease modifications.

International Financial Reporting Interpretations Committee (IFRIC) Agenda Decision: IAS 19 "Employee Benefits" - Attributing Benefit to Periods of Service

An agenda decision was published in May 2021 by the IFRIC in relation to IAS 19 "employee benefits" and more specifically to how the applicable principles and requirements in IFRS Standards apply to attributing benefit to periods of service. Further details and the impact on the Viohalco consolidated financial statements from the adoption of this decision is presented in note 5.23.

Standards and Interpretations effective for subsequent periods:

The following new standards and amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2021 but have been endorsed by the European Union. The following amendments are not expected to have a material impact on Viohalco Consolidated Financial Statements in the current or future reporting periods.

IFRS 16 (Amendment) 'Covid-19-Related Rent Concessions' (effective for annual periods beginning on or after 1 April 2021)

The amendments extend, by one year, the May 2020 amendment that provides lessees with an exemption from assessing whether a COVID-19 related rent concession is a lease modification. In particular, the amendment permits a lessee to apply the practical expedient regarding COVID-19-related rent concessions to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022 (rather than only payments originally due on or before 30 June 2021).

Amendments to IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements (effective for annual periods beginning on or after 1 January 2022)

The package of amendments includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards.

  • Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
  • Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making.
  • Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

The following amendments have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2021 and have not been endorsed by the European Union. The following amendments are not expected to have a material impact on Viohalco Consolidated Financial Statements in the current or future reporting periods.

Amendments to IAS 1 'Presentation of Financial Statements: Classification of Liabilities as current or non-current' (effective 01/01/2023), affect only the presentation of liabilities in the statement of financial position — not the amount or timing of recognition of any asset, liability income or expenses, or the information that entities disclose about those items. They:

  • Clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability;
  • Clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability; and make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (effective 1 January 2023).

The amendments aim to improve accounting policy disclosures and to help users of the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The IAS 1 amendment requires companies to disclose their material accounting policy information rather than their significant accounting policies. Further, the amendment to IAS 1 clarifies that immaterial accounting policy information need not be disclosed. To support this amendment, the Board also amended IFRS Practice Statement 2, 'Making Materiality Judgements', to provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. Earlier application is permitted (subject to any local endorsement process).

Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (effective 1 January 2023).

The amendment to IAS 8, 'Accounting Policies, Changes in Accounting Estimates and Errors', clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. Earlier application is permitted (subject to any local endorsement process).

Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective 1 January 2023).

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The main change in the amendments is an exemption from the initial recognition exemption of IAS 12.15(b) and IAS 12.24. Accordingly, the initial recognition exemption does not apply to transactions in which equal amounts of deductible and taxable temporary differences arise on initial recognition. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. Early adoption is permitted.

Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information (issued on 9 December 2021, effective 1 January 2023).

The amendment is a transition option relating to comparative information about financial assets presented on initial application of IFRS 17. The amendment is aimed at helping entities to avoid temporary accounting mismatches between financial assets and insurance contract liabilities, and therefore improve the usefulness of comparative information for users of financial statements.

5.23. Change in accounting policy

In May 2021, the IFRS Interpretations Committee (IFRIC) finalized an agenda decision that includes material explaining how the applicable principles and requirements in IFRS Standards apply on attributing benefits to periods of service on a specific fact pattern of a defined benefit plan, which has the terms described below:

  • a. employees are entitled to a lump sum benefit payment when they reach a specified retirement age, provided they are employed by the entity when they reach that retirement age; and
  • b. the amount of the retirement benefit to which an employee is entitled depends on the length of employee service before the retirement age and is capped at a specified number of consecutive years of service.

The indemnities' policy applied by Greek subsidiaries provides for a fact pattern that aligns with the one described in the IFRIC agenda decision. Therefore, to account for the Defined Benefit Obligation, Greek subsidiaries of Viohalco are now attributing benefits over the last 16 years before retirement of each employee.

Prior to the issuance of this agenda decision, the Greek subsidiaries applied IAS 19 by attributing the benefits defined in accordance with the applicable Greek legislation (Law 3198/1955, Law 2112/1920 and Law 4093/2012) during the period from the hiring until the expected retirement date of each employee.

Based on IAS 8, this change shall be treated as a change in accounting policy.

The following tables present the effect of implementing the final agenda decision regarding every affected specific item of the consolidated financial statements for the comparative periods.

i. Consolidated Statement of Financial Position

Effect on 2020 opening balances:

At 31 December 2019
Amounts in EUR thousand As reported IAS 19 Restatement Restated figures
Deferred tax assets 17,618 -2,946 14,672
Other Non-Current assets 2,201,781 0 2,201,781
Non-Current assets 2,219,399 -2,946 2,216,453
Current assets 1,843,511 0 1,843,511
Total assets 4,062,910 -2,946 4,059,964
Retained earnings 184,854 11,566 196,420
Other components of equity attributable to owners of the Company 1,004,361 0 1,004,361
Equity attributable to owners of the Company 1,189,215 11,566 1,200,781
Non-controlling interests 145,859 1,338 147,197
Total equity 1,335,074 12,904 1,347,978
Employee benefits 37,362 -16,961 20,401
Deferred tax liabilities 82,317 1,111 83,428
Other Non-Current liabilities 1,036,145 0 1,036,145
Non-Current liabilities 1,155,824 -15,850 1,139,974
Current liabilities 1,572,012 0 1,572,012
Total liabilities 2,727,836 -15,850 2,711,986
Total equity and liabilities 4,062,910 -2,946 4,059,964

Effect on 2020 closing balances:

At 31 December 2020

Amounts in EUR thousand As reported IAS 19 Restatement Restated figures
Deferred tax assets 18,456 -1,250 17,206
Other Non-Current Assets 2,360,472 0 2,360,472
Non-Current assets 2,378,928 -1,250 2,377,678
Current assets 1,819,835 0 1,819,835
Total assets 4,198,763 -1,250 4,197,513
Retained earnings 201,467 12,630 214,097
Other components of equity attributable to owners of the Company 1,005,228 0 1,005,228
Equity attributable to owners of the Company 1,206,695 12,630 1,219,325
Non-controlling interests 174,431 1,498 175,929
Total equity 1,381,126 14,128 1,395,254
Employee benefits 40,471 -18,558 21,913
Deferred tax liabilities 88,077 3,181 91,258
Other Non-Current liabilities 1,104,401 0 1,104,401
Non-Current liabilities 1,232,949 -15,377 1,217,572
Current liabilities 1,584,687 0 1,584,687
Total liabilities 2,817,637 -15,377 2,802,259
Total equity and liabilities 4,198,763 -1,250 4,197,513

ii. Consolidated Statement of Profit or Loss and OCI

For the period ended 31 December 2020

Amounts in EUR thousand As reported IAS 19 Restatement Restated figures
Revenue 3,850,077 0 3,850,077
Cost of sales -3,500,811 -223 -3,501,034
Gross profit 349,266 -223 349,043
Other income 44,240 0 44,240
Selling and distribution expenses -75,976 -25 -76,001
Administrative expenses -132,822 -106 -132,928
Reversal of / (Impairment loss) on receivables and contract assets -1,497 0 -1,497
Other expenses -29,701 165 -29,536
Operating result 153,511 -190 153,321
Net finance costs -92,307 0 -92,307
Share of profit of equity-accounted investees, net of tax -1,740 0 -1,740
Profit before tax 59,463 -190 59,273
Income tax expense -26,553 51 -26,502
Profit for the year 32,910 -139 32,771
Remeasurements of defined benefit liability -2,844 1,787 -1,057
Other comprehensive income / (expense) after tax -8,265 0 -8,265
Related tax 600 -425 175
Total comprehensive income after tax 22,402 1,223 23,624

iii. Consolidated Statement of Cash Flows

For the period ended 31 December 2020

Amounts in EUR thousand As reported IAS 19 Restatement Restated figures
Cash flows from operating activities
Profit of the period 32,910 -139 32,771
Adjustments for:
- Income tax 26,553 -51 26,502
- Other 214,457 0 214,457
Changes in:
- Employee benefits 265 238 503
Other 50,897 -20 50,877
Net Cash inflows from operating activities 325,082 28 325,111
Net Cash flows used in investing activities -258,356 0 -258,356
Net cash flows used in financing activities -62,464 0 -62,464
Net (decrease)/ increase in cash and cash equivalents 4,262 29 4,290
Cash and cash equivalents at 1 January 214,499 0 214,499
Effect of movement in exchange rates on cash held 400 -29 371
Cash and cash equivalents at 31 December 219,161 0 219,161

6. Operating segments

A. Basis for the division into segments

For management purposes, Viohalco is split into seven major strategic reportable segments which operate in different industries:

  • Aluminium;
  • Copper;
  • Cables;
  • Steel pipes;
  • Steel;
  • Real estate;
  • Other activities.

These segments offer different products and services, and are managed separately because they require different technology and marketing strategies.

Such structural organization is determined by the nature of risks and returns associated with each business segment. It is based on the management structure, as well as the internal reporting system. It represents the basis on which Viohalco reports its segmental information.

The segment analysis presented in these consolidated financial statements reflects operations analysed by business. This is the way the chief operating decision maker of Viohalco regularly reviews its' operating results in order to allocate resources to segments and in assessing their performance.

For the purposes of segmental reporting, all Viohalco companies, except those operating as trading companies, have been assigned to a specific reportable segment.

Regarding the trading companies of Viohalco, their profit or loss and balance sheet figures have been allocated to the reportable segments, according to the nature of their transactions.

A brief description of the segments is as follows:

Aluminium: ElvalHalcor through its aluminium rolling division (Elval), its subsidiaries Symetal S.A., Elval Colour S.A. and Vepal S.A. along with Bridgnorth Aluminium and Etem Extrusions deliver a wide variety of products from aluminium coils and sheets for general applications and aluminium foil for household use, to special products, such as, rolled and extruded aluminium products for shipbuilding, automotive and construction industries, and lithographic coils.

Copper: ElvalHalcor through its copper tubes division (Halcor) and its subsidiary Sofia Med S.A. produce a wide range of copper and copper alloy products that span from copper and brass tubes, copper strips, sheets and plates, to copper bus bars and rods.

Cables: Hellenic Cables companies consist one of the largest cable producers in Europe, manufacturing power, telecommunication and submarine cables, as well as enamelled wires and compounds.

Steel Pipes: Corinth Pipeworks engages in the production of steel pipes for the transportation of natural gas, oil and water networks, as well as steel hollow sections which are used in construction projects.

Steel: Sidenor Steel Industry, Stomana Industry and their subsidiaries manufacture long, flat and downstream steel products.

Real estate: Viohalco derives value from the real estate assets of its subsidiaries by developing and managing large-scale commercial and industrial properties.

Other: Other activities mainly encompass expenses incurred by the parent (holding) company, along with the results of companies which operate in the Technology and R&D&I segment, ceramic trade activities (Vitruvit) and resource recovery segment. None of these activities met the quantitative thresholds for reportable segments in 2021 or 2020.

B. Information about reportable segments

The information disclosed in the tables below is derived directly from the internal financial reporting system used by the executive management (i.e. chief operating decision maker) to monitor and evaluate the performance of the operating segments separately.

The following tables illustrate the information about the reportable segments profit or loss, assets and liabilities at 31 December 2021 and 2020, and for the years ended.

Revenue and operating profit per segment for 2021 were as follows:

Steel Real Other
Amounts in EUR thousands Aluminium Copper Cables Pipes Steel Estate activities Total
Total revenue per segment 2,595,628 2,193,360 1,528,529 249,301 1,801,307 30,813 246,009 8,644,947
Inter-company revenue -917,710 -629,585 -771,359 -24,234 -733,525 -12,147 -181,875 -3,270,435
Revenue from external customers 1,677,918 1,563,775 757,170 225,067 1,067,782 18,667 64,134 5,374,512
Gross profit 147,873 125,054 94,442 15,157 181,255 3,555 23,310 590,645
Operating result (EBIT) 79,234 77,672 67,629 -8,305 134,716 19,144 4,307 374,396
Finance income 238 433 220 16 419 645 400 2,371
Finance cost -21,096 -15,057 -22,094 -7,504 -26,510 -4,097 -1,894 -98,253
Share of profit/ loss (-) of equity-accounted investees,
net of tax 1,180 -4,069 0 386 318 -344 0 -2,530
Profit/Loss (-) before income tax expense 59,556 58,979 45,754 -15,407 108,943 15,347 2,813 275,984
Income tax expense (-) -10,762 -9,052 -7,788 -451 -20,053 -399 -7,490 -55,996
Net Profit/Loss (-) 48,793 49,927 37,966 -15,859 88,891 14,948 -4,678 219,989

Other information per segment for 2021 is as follows:

Amounts in EUR thousands Aluminium Copper Cables Steel
Pipes
Steel Real
Estate
Other
activities
Total
Equity accounted investees 8,862 12,072 1,732 11,216 4,808 5,681 0 44,372
Other assets 1,585,081 775,230 775,950 363,552 975,740 547,450 171,046 5,194,049
Segment assets 1,593,943 787,302 777,682 374,768 980,548 553,131 171,046 5,238,420
Segment liabilities 987,696 558,339 658,508 256,574 782,036 257,324 82,348 3,582,826
Capital expenditure 165,634 15,131 34,992 9,551 27,039 12,008 1,671 266,026
Depreciation and amortization -60,607 -16,846 -17,310 -8,938 -25,994 -8,777 -4,303 -142,775

Revenue and operating profit per segment for 2020* were as follows:

Steel Real Other
Amounts in EUR thousands Aluminium Copper Cables Pipes Steel Estate activities Total
Total revenue per segment 1,884,216 1,524,107 1,041,269 343,792 1,146,206 14,421 195,377 6,149,388
Inter-company revenue -716,481 -458,093 -472,654 -38,968 -468,268 -4,379 -140,468 -2,299,311
Revenue from external customers 1,167,735 1,066,014 568,615 304,824 677,939 10,041 54,909 3,850,077
Gross profit 100,469 73,940 81,605 24,695 46,096 2,481 19,757 349,043
Operating result (EBIT) 35,899 32,413 56,929 12,251 826 14,463 540 153,321
Finance income 79 350 213 130 537 5 334 1,648
Finance cost -14,960 -14,493 -21,593 -10,739 -26,225 -3,957 -1,988 -93,955
Share of profit/ loss (-) of equity-accounted investees,
net of tax 511 -2,271 0 -67 86 0 0 -1,740
Profit/Loss (-) before income tax expense 21,529 16,000 35,549 1,575 -24,776 10,511 -1,114 59,273
Income tax expense (-) -8,292 -3,622 -8,911 -1,854 428 -1,952 -2,300 -26,502
Net Profit/Loss (-) 13,237 12,378 26,638 -279 -24,348 8,559 -3,414 32,771

Other information per segment for 2020* were as follows:

Amounts in EUR thousands Aluminium Copper Cables Steel
Pipes
Steel Real
Estate
Other
activities
Total
Equity-accounted investees 8,151 13,258 2,162 9,965 4,554 0 0 38,089
Other assets 1,243,339 631,856 644,355 304,905 809,255 406,090 119,623 4,159,424
Segment assets 1,251,491 645,114 646,516 314,870 813,809 406,090 119,623 4,197,513
Segment liabilities 687,628 482,334 562,558 188,088 692,170 115,816 73,666 2,802,260
Capital expenditure 105,167 20,029 49,442 15,494 16,760 76,288 1,699 284,879
Depreciation and amortization -55,639 -15,464 -16,006 -8,873 -29,414 -5,946 -3,836 -135,178

*Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

C. Geographic information

Viohalco's segments are managed on a worldwide basis, but operate manufacturing facilities and sales offices are located primarily in Greece, Germany, United Kingdom, France, Bulgaria, Romania, Serbia, North Macedonia and U.S.A.

The geographic information below analyses the consolidated non-current assets by the Company's country of domicile and other countries. In presenting the geographic information, segment assets were based on the geographic location of the assets. In Europe, assets' information for Greece and Belgium is reported separately.

Property, plant and equipment Balance at 31 December

Amounts in EUR thousands 2021 2020
Belgium
Greece
1,368
1,611,432
1,374
1,481,299
Other 476,306 471,423
Total 2,089,107 1,954,096

Intangible assets and goodwill Balance at 31 December

Amounts in EUR thousands 2021 2020
Belgium 11 29
Greece 35,029 34,526
Other 7,044 4,990
Total 42,083 39,545

Investment property Balance at 31 December

Amounts in EUR thousands 2021 2020
Greece
Other
280,091
785
269,608
805
Total 280,876 270,413

Right of use assets Balance at 31 December

Amounts in EUR thousands 2021 2020
Belgium 188 184
Greece 29,968 32,270
Other 4,133 6,044
Total 34,288 38,498

7. Revenue

Revenue is derived from contracts with customers and investment property rental income.

For the year ended 31 December

Amounts in EUR thousands 2021 2020
Rental income from investment property 11,472 10,041
Revenue from contracts with customers 5,363,040 3,840,036
Total 5,374,512 3,850,077

A. Disaggregation of revenue

In the following table, revenue from contracts with customers is disaggregated by primary geographical market and timing of revenue recognition. The table includes a reconciliation with the Viohalco's reportable segments (see Note 6).

For the year ended 31 December 2021

Amounts in EUR thousands Aluminium Copper Cables Steel
Pipes
Steel Real
Estate
Other
activities
Total
Primary geographical markets
Greece 136,303 67,146 258,470 18,098 271,705 7,194 21,461 780,377
European Union 1,069,081 985,368 290,276 132,662 591,180 0 20,014 3,088,581
Other European countries 170,422 294,133 112,412 16,685 197,076 0 2,813 793,541
Asia 76,669 91,197 84,657 40,030 3,016 0 18,737 314,305
America 211,308 82,563 8,683 16,792 804 0 429 320,579
Africa 13,892 38,485 2,673 800 4,001 0 39 59,890
Oceania 243 4,883 0 0 0 0 640 5,767
Total 1,677,918 1,563,775 757,170 225,067 1,067,782 7,194 64,134 5,363,040
Timing of revenue recognition
Revenue recognised at a point in time 1,677,184 1,560,158 483,591 82,834 1,057,423 1,768 44,980 4,907,938
Products transferred over time 0 0 273,579 142,234 0 0 58 415,871
Services transferred over time 733 3,617 0 0 10,358 5,426 19,096 39,231
Total 1,677,918 1,563,775 757,170 225,067 1,067,782 7,194 64,134 5,363,040

For the year ended 31 December 2020

Amounts in EUR thousands Aluminium Copper Cables Steel
Pipes
Steel Real
Estate
Other
activities
Total
Primary geographical markets
Greece 96,823 49,858 259,584 15,240 175,495 0 21,748 618,748
European Union 761,195 634,020 205,829 211,177 364,535 0 16,049 2,192,804
Other European countries 107,535 223,322 51,533 21,300 131,248 0 1,721 536,661
Asia 61,979 74,598 48,729 0 621 0 14,507 200,433
America 127,597 50,759 861 49,040 142 0 204 228,603
Africa 12,332 30,107 2,028 8,065 5,898 0 44 58,475
Oceania 274 3,350 51 0 0 0 636 4,311
Total 1,167,735 1,066,014 568,615 304,824 677,939 0 54,909 3,840,036
Timing of revenue recognition
Revenue recognised at a point in time 1,166,810 1,061,661 323,657 30,873 671,971 0 36,689 3,291,661
Products transferred over time 0 0 242,198 273,736 0 0 737 516,670
Services transferred over time 925 4,353 2,760 215 5,968 0 17,483 31,704
Total 1,167,735 1,066,014 568,615 304,824 677,939 0 54,909 3,840,036

Viohalco's consolidated revenue for 2021 amounted to EUR 5,375 million, increased by 40% compared to previous year (2020: 3,850 million), reflecting an upturn in demand across almost all segments and the rise in metal prices.

Revenue expected to be recognised in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the reporting date amounts to EUR 222 million, from which EUR 196 million is expected to be recognised during 2022 and the remaining EUR 26 million is expected to be recognized during 2023 and onwards.

B. Contract balances

Contract assets primarily relate to the rights to consideration for work completed but not billed at the reporting date on customized products or energy projects. Contract assets are transferred to receivables when the rights become unconditional. This usually occurs when Viohalco companies issue an invoice to the customer (unless the invoice is issued in advance).

Contract liabilities primarily relate to the advance consideration received from customers for construction of customized products or energy projects for which revenue is recognized over time.

Contract assets mainly relate to cables and steel pipes segments, where amounts are billed as work progresses in accordance with agreed-upon contractual terms, either upon achievement of contractual milestones, or at the final delivery and acceptance of the products.

The following table provides information about contract assets and contract liabilities.

As at
-------
Amounts in EUR thousands 31 December 2021 31 December 2020
Contract assets 101,371 68,517
Contract liabilities -61,371 -54,021
Total 40,000 14,496

The movement in the contract assets and the contract liabilities balances during the period is described in the following table:

Amounts in EUR thousands Contract assets Contract liabilities
Balance at 1 January 2021 68,517 54,021
Increases due to unbilled receivables and changes in measure of progress 91,311 0
Revenue recognised relating to downpayments and deferred income balances as at the beginning of the period 0 -32,480
Transfers from contract assets recognised at the beginning of the period to receivables -58,283 0
New downpayments and deferred income outstanding at year end 0 39,934
Impairment allowance -175 0
Reversal of impairment allowance 0 0
Other movements 0 -96
Foreign exchange differences 0 -9
Balance at 31 December 2021 101,371 61,371
Amounts in EUR thousands Contract assets Contract liabilities
Balance at 1 January 2020 121,186 68,526
Increases due to unbilled receivables and changes in measure of progress 58,060 0
Revenue recognised relating to downpayments and deferred income balances as at the beginning of the period 0 -67,438
Transfers from contract assets recognised at the beginning of the period to receivables -110,667 0
New downpayments and deferred income outstanding at year end 0 53,009
Impairment allowance -48 0
Reversal of impairment allowance 21 0
Loss of Control/Disposal of subsidiary 0 -4
Foreign exchange differences -35 -72
Balance at 31 December 2020 68,517 54,021

Contract assets increased by EUR 32.9 million compared to 31 December 2020 mainly due to the growth in project-related activities of cables segment and the timing of invoicing of specific ongoing projects for which the production started in the fourth quarter of the year in steel pipes segment.

Contract liabilities, primarily, relate to the advance consideration received from customers. Contract liabilities which are expected to be settled within more than one year are classified as non-current liabilities (EUR 9,889 thousand as of 31 December 2021).

C. Contract costs

Viohalco companies' recognized contracts costs, expect that fees, commissions and other costs associated with obtaining contracts for energy projects are recoverable.

Therefore, as at 31 December 2021, Viohalco has recorded as contract costs an amount of EUR 0.4 million, out of which an amount of EUR 0.2 million is classified as non-current assets. During the year, amortization of contract costs was equal to EUR 0.2 million.

D. Significant judgements in revenue recognition

In recognizing revenue, Viohalco companies make judgements regarding the timing of satisfaction of performance obligations, the identification of distinct performance obligations, as well as the transaction price and the amounts allocated to performance obligations.

The most significant of these estimates are described below:

  • Contracts including multiple performance obligations are mainly identified in cables segment for turnkey projects and for customized products in cables, steel pipes and aluminium segments, as described in Note 5.3. In such cases the total transaction price is allocated to these performance obligations on the basis of the relative standalone selling prices of the promised goods and services. If these goods and services are not sold separately, a cost plus margin approach is used to estimate the standalone selling price.
  • Some contracts with customers involve a variable transaction cost as they include a volume or trade discount based on the total sales to the customer within a time period. In such case revenue is recognized based on the anticipated sales to the customer throughout the year, as these sales are realized and new orders are received and up to an extent it is highly probable that a significant reversal of cumulative revenue recognized will not be needed.
  • A significant portion of contracts with customers, include transportation service. Transportation is considered as a separate performance obligation, if the customer can benefit from the offered transportation service and the promise to transport the goods to the customer is separately identifiable from the production of these customized products. Revenue for orders of standardized products is recognized at a specific point in time and transportation is not considered a separate performance obligation.

8. Other income and expenses

A. Other Income

Amounts in EUR thousands Note 2021 2020 Government grants/subsidies 5,650 2,212 Amortization of grants received 28 2,886 3,158 Rental income 647 774 Foreign exchange gains 0 50 Income from fees, commissions and costs recharged 1,357 2,047 Damage compensation 834 653 Gain on sale of PP&E and intangible assets 451 1,733 Gain on sale of investment property 476 0 Income from consulting services 0 451 Reversal of provisions 29 142 1,192 Reversal of impairment loss of PP&E and investment property 27,280 26,410 Gains from business combination 0 1,623 Income from valuation of options 0 936 Other 3,699 3,000 Total other income 43,422 44,240

B. Other Expenses

For the year ended 31 December
Amounts in EUR thousands Note 2021 2020*
Impairment loss of PP&E and investment property 11,705 13,025
Write-off of PP&E and intangible assets 1,927 2,634
Loss on sale of PP&E 622 5
Loss on sale of investment property 0 143
Foreign exchange losses 0 309
Damages incurred 355 317
Other taxes 0 610
Employee benefits 12 358 1,205
Provisions on antidumping duties 12,842 0
Penalties 413 251
Depreciation and amortization 2,087 6,491
Loss from business combinations 21 0
Other provisions 149 0
Other 3,523 4,546
Total other expense 34,003 29,536
Net other income/ expense (-) 9,419 14,704

*Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

Net other income/expenses for the year ended 31 December 2021 amounted to a gain of EUR 9.4 million compared to gain of EUR 14.7 million during 2020. This variation is mainly attributed to the following reasons:

  • During 2022, the US Department of Commerce (DoC) published its final results in the administrative proceedings conducted by the DoC for the period from April 19, 2019 through April 30, 2020 ("POR") in connection with an antidumping ("AD") order on large diameter welded pipe (LDWP) from Greece. As a result, the DoC determined for the POR an antidumping duty rate of 41.04% based on total adverse facts available (AFA) for mandatory respondent Corinth Pipeworks S.A., Viohalco subsidiary operates in the steel pipes segment. Corinth Pipeworks intends to file an appeal before the U.S. Court of International Trade against the decision of the DoC while continuing to actively work with the DoC in order to reverse the final determination. The one-off charge related to the abovementioned case amounts to EUR 12.8 million (USD 14 million plus interest) and is included in 'Provisions on antidumping duties' line, as it relates to sales performed in previous years.
  • During 2021, a reversal of impairment loss recognized in previous years of own used property and investment property amounting to EUR 15.7 million- on net basis - took place, due to increase in the fair value of real estate portfolio. Impairment loss and reversal of impairment loss are described in notes 17 and 19.
  • During 2021, Viohalco subsidiaries received Covid-relief grants amounted to EUR 4.4 million.

For the year ended 31 December

C. Expenses by nature

For the year ended 31 December

Amounts in EUR thousands Note 2021 2020*
Cost of inventories recognized as an expense 3,812,652 2,620,977
Employee benefits 12 368,796 335,353
Energy 178,289 108,799
Depreciation and amortisation 140,688 128,686
Amortization of contract costs 156 342
Taxes and duties 19,097 14,975
Insurance expenses 25,559 28,808
Rental fees 5,303 5,449
Transportation costs (goods and materials) 147,833 122,556
Promotion and advertising 4,879 3,969
Third party fees and benefits 186,804 229,565
Other provisions 155 608
Gains (-)/losses from derivatives 10,843 16,498
Storage and packing 11,224 8,960
Commissions 13,820 11,281
Foreign exchange gains (-)/losses 451 3,186
Maintenance expenses 50,394 46,911
Royalties 2,371 1,814
Consumption of production tools 12,824 8,610
Other expenses 14,701 12,615
Total 5,006,838 3,709,963

*Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

The key drivers of variation of operating expenses during 2021 are the following:

  • The increase in sales volumes and metal prices during 2021, affected cost of sales and related operating expenses which have increased proportionally.
  • The increase in "Energy" and "Transportation" expenses reflects to the global increase in energy cost that began within 2021.
  • The decrease in "Τhird party fees and benefits" is attributed mainly to fees paid to subcontractors for coating services in the context of steel pipes projects and for installation services in the context of turnkey contracts executed and completed during 2020 by subsidiaries in the cables segment.

The aggregate amount of research and development expenditure recognized as an expense during 2021 amounts to EUR 13.3 million (2020: EUR 12.6 million).

9. Net finance cost

For the year ended 31 December

Amounts in EUR thousands 2021 2020
Income
Interest income 557 842
Foreign exchange gains 950 661
Dividend income 220 146
Gain from derivatives 644 0
Finance income 2,371 1,648
Expense
Interest expense and related charges 94,574 89,143
Interest on leases 2,076 2,374
Foreign exchange losses 1,604 1,368
Losses from derivatives 0 853
Other finance expense 0 217
Finance cost 98,253 93,955
Net finance income/cost (-) -95,882 -92,307

The increase of finance cost due to new loans facilities has been partially mitigated by the credit spread reductions that have been agreed gradually in all short and long term facilities across Viohalco companies during last years. As a result, interest expense and related charges have been increased by EUR 5.4 million.

10. Earnings per share

Considering that there are neither share options, nor convertible bonds, basic and diluted earnings per share are identical and have been based on the following profit attributable to the ordinary shareholders and weighted-average numbers of ordinary shares outstanding.

A. Profit/loss (-) attributable to ordinary shareholders

For the year ended 31 December
Amounts in EUR thousands 2021 2020*
Profit/loss (-) attributable to the owners of the Company 194,994 21,377

B. Weighted-average number of ordinary shares outstanding

In thousands of shares 2021 2020
Issued ordinary shares at 1 January
Effect of shares issued related to the mergers
259,190
0
259,190
0
Weighted average number of ordinary shares at 31 December 259,190 259,190

The number of equity shares in 2021 remains equal to 2020, as no shares were issued during the year.

C. Earnings per share

The basic and diluted earnings per share are as follows:

Earnings per share (in EUR per share) 2021 2020*
Basic and diluted 0.7523 0.0825

11. Employee benefits

Amounts in EUR thousands Note 2021 2020*
Net defined benefit liability 24,183 21,913
Liability for social security contributions 27 12,465 11,033
Total employee benefit liabilities 36,648 32,946
Non-current 24,183 21,913
Current 12,465 11,033

* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

For details on the related employee benefit expenses, see Note 12.

A. Post-employment plans

The following post-employment plans exist:

Defined contribution plans

All employees of Viohalco companies are insured for their main pension by the respective social insurance organizations as required by the local legislation. Once the contributions have been paid, Viohalco companies have no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due, and as such are included in employee benefit expenses.

Defined benefit plans

The employees of Viohalco's companies in some countries, mainly in Greece and Bulgaria, are entitled to receive a lump sum when they retire. This lump sum is determined in accordance with the years of service and the salary at the retirement date. This obligation meets the definition of defined benefit plans and charges the accumulated benefits through profit or loss in each period with a corresponding increase of the retirement liability. Benefits paid to pensioners during each period are charged against this liability. Viohalco's companies' liability for personnel benefits as of 31 December 2021 and 2020 is EUR 24,183 thousand and EUR 21,913 thousand respectively. These plans are unfunded.

Effect of change in accounting policy

The IFRS Interpretations Committee (IFRIC) issued in May 2021 the final Decision on the agenda entitled "Attributing Benefits to Periods of Service in accordance with International Accounting Standard (IAS) 19", which includes guidance on how to distribute benefits in periods of service on a specific programme of defined benefits.

Based on the above Decision, the way in which the basic principles of IAS 19 were generally applied in Greece in the past changed and consequently entities preparing financial statements in accordance with IFRS are required to amend their accounting policies accordingly.

For further details, see note 5.23. Comparative information included in the tables below have been restated to reflect the change in accounting policy.

B. Movement in net defined benefit liability

The following table shows the reconciliation from the opening balance to the closing balances for net defined benefit liability and its components.

Amounts in EUR thousands 2021 2020*
Balance at 1 January 21,913 37,362
Change in accounting policy 0 -16,961
Restated balance at 1 January 21,913 20,401
Included in profit or loss
Current service cost 2,118 2,025
Past service cost 230 -4
Termination loss 5,152 4,859
Interest cost/income (-) 58 136
7,558 7,015
Included in OCI
Remeasurement loss/gain (-)
Actuarial loss/gain (-) arising from:
- Demographic assumptions -46 228
- Financial assumptions 764 700
- Experience adjustments 345 129
1,063 1,057
Other
Benefits paid -6,344 -6,498
Loss of Control/Disposal of subsidiary 0 -57
Foreign exchange differences -6 -5
-6,350 -6,560
Balance at 31 December 24,183 21,913

During the financial year 2021, Viohalco and its companies paid EUR 6.3 million (2020: EUR 6.5 million) in benefits in respect of employees who left during the year. An additional cost that arose due to these payments was recognized (termination loss of EUR 5.2 million – 2020: EUR 4.9 million). More specifically, in the cases of dismissal, voluntary withdrawals with benefit payment and retirement, the additional cost is the difference between the benefit paid and the amount recorded in the defined benefit liability for the respective employees.

C. Defined benefit obligation

(a) Actuarial assumptions

The following were the weighted average principal actuarial assumptions at the reporting date:

2021 2020*
Discount rate 0.31% 0.29%
Price inflation 2.06% 1.22%
Future salary growth 2.66% 1.82%
Plan duration (in years) 6 8

* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

Assumptions regarding future mortality have been based on Swiss mortality table EVK2000.

(b) Sensitivity analysis

The sensitivity analysis for each significant actuarial assumption which was reasonably possible, at the end of the reporting period, shows how the defined benefit obligation (DBO) would have been affected by those changes as follows:

2021 2020*
Sensitivity 1 (discount rate plus 0.5%) - % Difference in DBO -2.95% -3.37%
Sensitivity 2 (discount rate minus 0.5%) - % Difference in DBO 3.14% 3.58%
Sensitivity 3 (salary growth rate plus 0.5%) - % Difference in DBO 2.84% 3.36%
Sensitivity 4 (salary growth rate minus 0.5%) - % Difference in DBO -2.70% -3.15%

The above sensitivity analysis is based on a change in one assumption while all other assumptions remain constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.

When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognized on the statement of financial position. The methods and the formula of the assumptions used for the defined analysis have not changed compared to the previous year.

The expected maturity analysis of undiscounted pension benefits is as follows:

Amounts in EUR thousands 2021 2020*
Less than a year 5,654 4,210
Between 1 and 2 years 1,432 1,411
Between 2 and 5 years 5,574 4,139
Over 5 years 13,195 15,410
Total 25,855 25,170

12. Employee benefit expenses

Amounts in EUR thousands Note 2021 2020*
Wages and salaries 283,576 257,577
Social security contributions 53,920 53,854
Defined contribution plans 1,152 1,214
Defined benefit plans 11 7,558 7,015
Other employee benefits 25,286 19,127
Total 371,492 338,787
Employee benefits have been allocated as follows:
Cost of goods sold 8 258,985 235,571
Selling and distribution expenses 8 47,935 43,741
Administrative expenses 8 61,875 56,041
Other expenses 8 358 1,205
Capitalised employee benefits in projects under construction 2,338 2,229
Total 371,492 338,787

* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

The number of employees, as well as their profile and gender, employed by Viohalco companies is presented in the following tables:

2021

18 - 30 30-50 51+ Total
Male 986 4,715 2,518 8,219
Female 227 965 371 1,563
Number of Employees 1,213 5,680 2,889 9,782
Office employees
& professionals
Workers Management Total
Number of Employees 2,689 6,187 906 9,782

2020

18 - 30 30-50 51+ Total
Male
Female
895
213
4,711
957
2,321
305
7,927
1,475
Total 1,108 5,668 2,626 9,402
Office employees
& professionals
Workers Management Total
Number of Employees 2,782 5,696 924 9,402

13. Income tax expense

A. Amounts recognised in profit or loss

Amounts in EUR thousands 2021 2020*
Current tax -46,550 -21,566
Deferred tax -9,446 -4,936
Income tax expense (-) -55,996 -26,502

*Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

B. Amounts recognised in OCI

2021

Amounts in EUR thousands Before tax Related tax Net of tax
Amounts recognized in the OCI
Remeasurements of defined benefit liability -1,063 239 -823
Equity investments in FVOCI - net change in fair value 702 -17 684
Foreign currency translation differences 7,731 0 7,731
Gain / Loss (-) of changes in fair value of cash flow hedging - effective portion 4,839 -462 4,377
Gain / Loss (-) of changes in fair value of cash flow hedging - reclassified to profit or loss -1,713 15 -1,699
Total 10,495 -225 10,270

2020*

Amounts in EUR thousands Before tax Related tax Net of tax
Amounts recognized in the OCI
Remeasurements of defined benefit liability -1,057 174 -882
Equity investments in FVOCI - net change in fair value -518 1 -517
Foreign currency translation differences -11,155 0 -11,155
Gain / Loss (-) of changes in fair value of cash flow hedging - effective portion 2,174 -181 1,993
Gain / Loss (-) of changes in fair value of cash flow hedging - reclassified to profit or loss 1,857 -442 1,415
Total -8,699 -448 -9,147

C. Reconciliation of effective tax rate

Amounts in EUR thousands 2021 2020*
Profit/loss (-) before income tax expense 275,984 59,273
Statutory income tax expense rate in Greece -60,717 -14,226
Non-deductible expenses for tax purposes -9,936 -10,214
Tax-exempt income 4,770 5,398
Tax incentives 769 0
Recognition of previously unrecognised tax losses, thin capitalization allowance
or temporary differences of a prior period 2,012 382
Effect of tax rates in foreign jurisdictions 8,738 -1,198
Current-year losses for which no deferred tax asset is recognised -1,681 -2,507
Tax-exempt reserves recognition 660 0
Withholding tax on international dividends -57 -61
Change in tax rate or composition of new tax 5,035 -548
Derecognition of previously recognised deferred tax assets -4,874 -2,237
Prior year income tax adjustments -714 -1,294
Income tax expense reported in the statement of profit or loss (-) at the effective tax rate -55,996 -26,502

* Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

According to the Greek law N. 4646/2019, the corporate income tax rate for legal entities in Greece for the fiscal year 2021 and onwards is set at 22%. The consolidated effective tax rate for 2021 was 20% (2020: 45%). The effective income tax rate was influenced by the recalculation of deferred taxation due to the change in tax rate in Greece and the fact that certain loss-making subsidiaries did not recognize deferred tax on current year's tax losses, while the current assessment regarding the recoverability of available tax losses to offset future taxable income in steel pipes segment led to the derecognition of deferred tax asset on previously recognised tax losses.

D. Movement in deferred tax balances

2021

Net balance at 31 December
Amounts in EUR thousands Net
balance at
1 January
Recognised
in profit
or loss
Recognised
in
OCI
exchange
differences
Change
in tax
rate
Foreign recognised recognised
in profit
or loss
Change
in tax
in
OCI
Other Net Deferred
tax
Deferred
tax
assets liabilities
Property, plant & equipment -109,294 -5,500 0 -404 6,832 0 0 -108,365 281 -108,646
Right of use asset 97 -27 0 0 -65 0 0 5 424 -419
Intangible assets 1,159 -1,628 0 0 115 0 0 -354 1,820 -2,174
Investment property -606 -2,189 0 0 196 0 0 -2,598 89 -2,688
Other investments 875 607 -4 0 7 -13 0 1,471 1,550 -79
Derivatives -1,074 377 -390 -19 -70 -58 0 -1,233 462 -1,695
Inventories -350 176 0 0 116 0 0 -58 192 -249
Loans and borrowings -1,564 308 0 0 139 0 0 -1,117 216 -1,333
Employee benefits 4,284 -181 45 -1 -327 195 0 4,014 4,126 -111
Provisions / Accruals 4,016 2,724 0 -4 -268 0 0 6,468 6,468 0
Contract with customers -12,625 -40 0 -10 918 0 0 -11,757 1,335 -13,092
Contract liabilities -9 0 0 0 1 0 0 -9 0 -9
Other items 4,269 -992 0 -3 -183 0 7 3,099 4,274 -1,175
Thin capitalisation 30,499 -3,879 0 -2 -2,389 0 0 24,229 24,229 0
Tax losses carried forward 6,272 -4,236 0 36 12 0 0 2,083 2,085 -2
Tax assets/liabilities (-) before
set-off -74,051 -14,481 -349 -406 5,035 123 7 -84,122 47,552 -131,673
Set-off tax -34,410 34,410
Net tax assets/liabilities (-) -84,122 13,141 -97,263

2020*

Net balance at 31 December
Amounts in EUR thousands balance at
1 January
Net Recognised Recognised
in profit
or loss
in
OCI
Foreign
exchange
Loss
of
Control/
of
differences subsidiary
Change
in tax
rate
Disposal recognised Change in
or loss
in profit accounting policy Other Net tax Deferred Deferred
tax
assets liabilities
Property, plant & equipment -107,111 -1,861 0 257 -69 -516 0 7 -109,294 2,207 -111,501
Right of use asset -699 802 0 0 -6 0 0 0 97 459 -362
Intangible assets 1,514 -357 0 0 2 0 0 0 1,159 3,508 -2,349
Investment property -615 11 -2 0 0 0 0 0 -606 1,859 -2,464
Other investments 850 25 1 0 0 0 0 0 875 961 -86
Derivatives -64 -365 -623 11 0 -32 0 0 -1,074 534 -1,608
Inventories 547 -897 0 0 0 0 0 0 -350 866 -1,216
Loans and borrowings -1,894 330 0 0 0 0 0 0 -1,564 461 -2,026
Employee benefits 8,037 82 176 -11 0 0 -3,999 0 4,284 6,813 -2,529
Provisions / Accruals 3,489 527 0 0 0 0 0 0 4,016 4,041 -25
Contract with customers -7,617 -5,007 0 -1 0 0 0 0 -12,625 23 -12,648
Contract liabilities -9 0 0 0 0 0 0 0 -9 0 -9
Other items 2,032 2,387 0 -114 -20 0 -58 41 4,269 5,356 -1,087
Thin capitalisation 26,799 3,704 0 -4 0 0 0 0 30,499 30,499 0
Tax losses carried forward 10,044 -3,770 0 -3 0 0 0 0 6,272 6,273 -1
Tax assets/liabilities
(-) before set-off -64,699 -4,389 -448 135 -93 -548 -4,057 48 -74,051 63,860 -137,912
Set-off tax -46,654 46,654
Net tax assets/liabilities (-) -74,051 17,206 -91,258

*Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

Deferred tax assets relating to tax losses carried forward are recognised only if it is probable that they can be offset against future taxable profits. At each balance sheet date, Viohalco and its subsidiaries assess whether the realization of future tax benefits is sufficiently probable based on approved business plans. On 31 December 2021, the accumulated tax losses carried forward available for future use amounted to EUR 80 million (31 December 2020 EUR 88 million). Viohalco companies have recognised cumulatively a deferred tax asset of EUR 2 million (31 December 2020: EUR 6 million) on tax losses because management considered it probable that future taxable profits would be available against which such losses can be used. EUR 0.4 million relate to Viohalco subsidiaries located in Greece and the rest EUR 1.6 million to subsidiaries in other jurisdictions. This deferred tax asset corresponds to losses equal to EUR 9 million (31 December 2020: EUR 27 million).

Based on these estimates regarding future taxable profits, deferred tax assets have not been recognised in respect of tax losses carried forward for an amount of EUR 70 million (EUR 61 million in 2020). Out of these, tax losses equal to EUR 7 million expire in 2022 and 2023, while the rest expire between 2024 and 2026.

According to the provisions of articles 49 and 72 of the Greek Law 4172/2013 concerning thin capitalization, net interest expense is deductible from current year's tax profits, if it is equal or less than 30% of EBITDA and any excess can be settled with future tax profits without time limitations. Based on the current approved business plans, the balance of the respective tax asset was equal to EUR 24.2 million, as at 31 December 2021 (31 December 2020: EUR 30.5 million).

14. Inventories

Amounts in EUR thousands 2021 2020
Merchandise 40,633 27,434
Finished goods 431,583 314,132
Semi-finished goods 282,538 198,326
By-products & scrap 83,955 64,183
Work in progress 34,684 20,991
Raw and auxiliary materials, consumables and packaging materials 596,448 449,523
Total 1,469,840 1,074,589

The amount of inventories recognised as expense during 2021 and included in 'Cost of sales' was EUR 3.8 billion (2020: EUR 2.6 billion).

Inventories with a carrying amount of EUR 177 million are pledged as security for borrowings received by Viohalco's companies (See Note 26).

15. Trade and other receivables

Amounts in EUR thousands Note 2021 2020
Current Assets
Trade receivables 474,345 324,318
Less: Impairment losses -53,964 -57,551
Net trade receivables 420,381 266,767
Advance payments 16,478 7,567
Cheques and notes receivables & cheques overdue 40,967 32,216
Receivables from related parties 38 41,570 40,216
VAT and other tax receivables 62,298 59,663
Receivables from dividends of equity-accounting investees 38 334 334
Other debtors 54,856 54,838
Less: Impairment losses -13,348 -14,141
Net other receivables 203,155 180,692
Total current assets 623,536 447,459
Non-current assets
Non-current receivables from related parties 38 5,746 3,975
Other non-current receivables 1,568 6,374
Total non current assets 7,314 10,349
Total receivables 630,850 457,809

Viohalco and its companies have not concentrated their credit risk in relation to receivables from customers, since they have a wide range and a large number of customers.

A. Transfer of trade receivables

The carrying amount of receivables includes amounts that are subject to factoring arrangements. Viohalco and its subsidiaries, enter into factoring agreements (with recourse) to sell trade receivables for cash proceeds. These trade receivables are not being derecognised from the statement of financial position, because substantially all the risks and rewards are still retained by Viohalco - primarily credit risk. The amount received on transfer by the factor is recognised as a secured bank loan.

The following table presents the carrying amount of trade receivables at the year-end that have been transferred, but have not been derecognised and the associated liabilities.

Amounts in EUR thousands 2021 2020
Carrying amount of trade receivables transferred to banks 44,219 81,453
Carrying amount of associated liabilities 27,257 41,463

The fair value of trade receivables transferred approximates their carrying amount.

As at 31 December 2021 and 2020, Viohalco companies had not used the total amount of credit line provided by the factoring companies.

Related loans are included in the line 'Secured bank loans' in Note 26 'Loans and Borrowings'.

B. Credit and market risks and impairment losses

During 2010, the subsidiary Corinth Pipeworks SA initiated in Greece and Dubai legal actions against a former customer in the Middle-East regarding the recovery of an overdue receivable of USD 24.8 million (EUR 22 million at 31 December 2021), plus legal interest.

Following a series of court proceedings, the Dubai Court of Cassation issued its final judgment, during 2017, and ruled to reject any counterclaim of the former customer and to confirm the amount due to Corinth Pipeworks.

In order to recover this long overdue balance, Corinth Pipeworks has initiated the enforcement procedures against the assets of the former customer that are located within any of the countries, where the Court of Cassation judgment issued against the former customer is enforceable (i.e. UAE and various other countries in the Middle East). There were no other substantial developments during 2021.

Corinth Pipeworks had recorded in the past an impairment loss for the whole outstanding amount, i.e. USD 24.8 million. However, the subsidiary will continue any and all actions required to collect the full amount of that receivable.

Information about Viohalco companies' exposure to credit and market risks, and impairment losses for trade and other receivables is included in Note 30.

16. Cash and cash equivalents

Amounts in EUR thousands 2021 2020
Cash in hand and at banks 6,848 1,067
Short-term bank deposits 496,419 218,094
Total 503,267 219,161

Short term deposits have duration of less than 90 days and are available for use.

In addition, cash and cash equivalents as at 31.12.2021 includes cash obtained from the issuance of EUR 120 million "Green bond" on 06.12.2021 in real estate segment, that will be used for the repayment of loan facilities related to environmentally certified properties and the financing of new "Green investments".

17. Property, plant and equipment

A. Reconciliation of carrying amount

Amounts in EUR thousands Land, plants &
other buildings
Machinery
& transportation
equipment
Furniture
& other
equipment
PP&E under
construction
Total
Cost
Balance as at 1 January 2021 1,007,315 2,793,597 76,081 154,824 4,031,817
Effect of movement in exchange rates 1,129 10,230 -25 330 11,663
Additions 31,301 26,990 4,129 186,746 249,167
Disposals -2,710 -3,732 -188 -475 -7,105
Transfer to /from investment property -210 0 0 0 -210
Reclassifications 29,420 94,977 1,237 -126,597 -962
Write offs -267 -4,535 -1,836 -66 -6,705
Balance as at 31 December 2021 1,065,978 2,917,527 79,398 214,763 4,277,666
Accumulated depreciation & impairment losses
Balance as at 1 January 2021 -378,847 -1,631,552 -62,340 -4,983 -2,077,721
Effect of movement in exchange rates -374 -6,543 13 0 -6,905
Depreciation -22,990 -92,682 -5,015 0 -120,686
Disposals 1,582 2,633 137 0 4,352
Write offs 267 2,706 1,804 0 4,777
Reversal of previously recognized impairment loss 11,226 258 0 0 11,484
Impairment loss -2,087 -664 -2 0 -2,753
Reclassifications 1 -1,085 -23 0 -1,107
Balance as at 31 December 2021 -391,222 -1,726,929 -65,426 -4,983 -2,188,560
Carrying amount as at 31 December 2021 674,756 1,190,598 13,971 209,781 2,089,107
Amounts in EUR thousands Land, plants &
other buildings
Machinery
& transportation
equipment
Furniture
& other
equipment
PP&E under
construction
Total
Cost
Balance as at 1 January 2020 949,993 2,610,463 72,400 224,846 3,857,702
Effect of movement in exchange rates -1,610 -9,703 -80 -147 -11,540
Additions 4,867 20,927 3,979 173,707 203,478
Disposals -236 -6,701 -214 -4,176 -11,328
Mergers and absorptions 2 0 29 0 30
Reclassifications 54,922 189,176 1,325 -238,065 7,357
Write offs -227 -8,271 -940 -558 -9,996
Loss of control / Disposal of subsidiary -395 -2,292 -418 -781 -3,887
Balance as at 31 December 2020 1,007,315 2,793,597 76,081 154,824 4,031,817
Accumulated depreciation & impairment losses
Balance as at 1 January 2020 -350,926 -1,564,060 -59,385 -5,110 -1,979,481
Effect of movement in exchange rates 709 5,889 56 0 6,654
Depreciation -22,063 -89,652 -4,479 0 -116,194
Disposals 278 6,061 153 0 6,492
Mergers and absorptions 0 0 -29 0 -29
Write offs 179 6,188 938 127 7,431
Reversal of previously recognized impairment loss 9,821 164 0 0 9,985
Impairment loss -1,299 0 0 0 -1,299
Reclassifications -15,662 2,206 33 0 -13,422
Loss of control / Disposal of subsidiary 116 1,651 373 0 2,141
Balance as at 31 December 2020 -378,847 -1,631,552 -62,340 -4,983 -2,077,721
Carrying amount as at 31 December 2020 628,468 1,162,046 13,741 149,842 1,954,096

The net amount of EUR 2.1 million in 'Reclassifications' movement mainly concerns assets under construction reclassified to intangible assets and reclassifications from right of use assets.

B. Security

Property, plant & equipment with a carrying amount of EUR 1,006 million are mortgaged as security for borrowings received by Viohalco's companies (see Note 26).

C. Property, plant and equipment under construction

The most important additions in property, plant and equipment under construction as of 31 December 2021 concern the following:

  • the six-high cold rolling mill and the new lacquering line installation in Oinofyta aluminium rolling plant;
  • the new lacquering machine in Oinofyta aluminium rolling plant of ElvalHalcor,
  • the construction of new lacquering machine of Symetal;
  • machinery upgrades in Bridgnorth aluminium plant;
  • the revamping of press in ElvalHalcor's copper tube plant;
  • the upgrade of press and the installation of a new billet pre-heating furnace at copper alloys extrusion division of ElvalHalcor;
  • the installation of four new bell-shaped annealing bases and slitting line at Sofia Med's plant in Bulgaria;
  • the ongoing investments in the cables plant in Corinth;
  • certain productivity and capacity improvement investments in Thisvi's plant of steel pipes segment;
  • steel segment's additions like the meltshop filters installation, aiming to decrease the emissions and optimize the operation of the filters system along with other operational investments related to plants' machinery upgrade. They also include the revamping of the New Rolling Mill facility for the production of the whole range of Special Bar Quality products in Bulgaria.

Capitalized borrowing costs related to property, plant and equipment under construction amount to EUR 0.9 million (2020: EUR 4 million), which have been calculated using an average capitalization rate of 3.7% (2020: 2.4%).

Additions in assets under construction also include capitalized employee benefits equal to EUR 2,338 thousand (2020: EUR 2,229 thousand).

D. Transfer to and from investment property

During 2021, Property plant and plant and equipment amounting of EUR 0.2 million were transferred to investment property.

E. Impairment loss of property, plant and equipment

On 31 December 2021, an impairment test was performed for each Cash Generating Unit (further CGU) for which indications of impairment loss existed as at 31 December 2021 concerning subsidiaries from steel segment. The identified indications of impairment concerned the losses incurred by certain CGUs over the last years. For the calculation of recoverable amount per CGU, cash flow projections based on a period of five years were used. The results of this test concluded that the property, plant and equipment used by these CGUs were not impaired at 31 December 2021, since the recoverable amount of each CGU exceeded the respective carrying amount.

In addition, impairment losses of EUR 2.7 million where recognised mainly in the aluminium segment for specific fixed assets that indications of impairment were existed. The recoverable amount of related real estate assets amounted EUR 1.7 million.

During 2021, machinery equipment with NBV equal to EUR 1.9 million (2020: EUR 2.1 million) were written off since they are no longer used by Viohalco companies and they are not expected to bring economic benefits in the future since these assets became obsolete.

In addition, impairment tests were performed on real estate assets where indications of impairment exist, either owner occupied or held as investment property. The tests were carried out in order to address the risk of negative changes in the fair value of properties and respond if necessary. Valuation techniques and the results relating to investment properties are outlined in note 19.

F. Reversal of impairment loss of property, plant and equipment

A test has also been performed for CGUs, for which indications for reversal of previously recorded impairment loss existed at 31 December 2021. These indications concerned the improvement of expected performance of certain CGUs over the following years. However, the result of the test was that no impairment loss should be reversed in 2021.

In addition, previously recognized impairment losses of EUR 11.5 million were reversed (recoverable amount EUR 54.6 million) and included in the line "Other Income" of the consolidated statement of profit or loss, related to Investment property that has been transferred to PP&E in the previous years.

For segmental classification purposes, reversal of impairment losses reported in real estate segment.

G. Derecognition due to disposal of subsidiary

Assets amounting to EUR 1.7 million have been derecognized in 2020 due to the absorption of subsidiary Vianatt by Ecoreset S.A.

H. Change in estimates

During 2021, Viohalco subsidiary ElvalHalcor conducted an operational efficiency review on its plants, which resulted in changes in the expected useful life of specific buildings and machinery which are contributing in the production process of the aluminium division of the company.

The factors taken into account for this operational review were the following:

  • development and implementation of the investment programme of the company;
  • the continued maintenance and development operations; and
  • the future economic benefits that will be occurred from the cash inflows of the current equipment.

As a result:

  • the expected useful life of buildings was extended by 5 years on average and
  • the useful life of machinery was extended by 3 years on average.

Upon the application of the changes described above, the ranges of useful lives as described in the relative accounting policy remained unaffected.

The effect of these changes on annual depreciation expense, included in 'Cost of sales', was EUR 1.1 million for 2021.

18. Goodwill and intangible assets

A. Reconciliation of carrying amount

Development Trademarks
Amounts in EUR thousands Goodwill costs and licenses Software Other Total
Cost
Balance as at 1 January 2021 1,500 2,097 34,400 49,000 2,818 89,814
Effect of movement in exchange rates 0 -1 0 -95 -5 -101
Additions 0 0 1,581 4,289 102 5,972
Disposals 0 0 -1 -10 0 -11
Write-offs 0 0 -3 -183 0 -186
Reclassifications 0 -779 1,645 2,216 0 3,082
Balance as at 31 December 2021 1,500 1,317 37,622 55,216 2,915 98,570
Accumulated amortization and impairment loss
Balance as at 1 January 2021 -1,500 -1,097 -9,612 -37,200 -860 -50,269
Effect of movement in exchange rates 0 1 0 68 2 70
Amortization for the period 0 -137 -2,215 -4,269 -53 -6,673
Disposals 0 0 1 10 0 11
Write-offs 0 0 3 183 0 186
Impairment loss 0 0 0 -79 0 -79
Reclassifications 0 608 0 -341 0 267
Balance as at 31 December 2021 -1,500 -626 -11,823 -41,626 -912 -56,487
Carrying amount as at 31 December 2021 0 691 25,799 13,589 2,004 42,083
Development Trademarks
Amounts in EUR thousands Goodwill costs and licenses Software Other Total
Cost
Balance as at 1 January 2020 3,132 2,024 29,282 43,163 2,747 80,348
Effect of movement in exchange rates 0 -1 -1 -84 -8 -94
Additions 0 23 1,316 4,840 111 6,290
Disposals 0 0 0 -13 0 -13
Write-offs 0 0 0 -192 0 -192
Mergers and absorptions 0 0 0 6 0 6
Loss of Control/Disposal of subsidiary -1,632 0 0 -82 0 -1,714
Reclassifications 0 51 3,803 1,362 -32 5,183
Balance as at 31 December 2020 1,500 2,097 34,400 49,000 2,818 89,814
Accumulated amortization and impairment loss
Balance as at 1 January 2020 -1,500 -812 -7,484 -33,489 -837 -44,122
Effect of movement in exchange rates 0 1 1 47 7 55
Amortization for the period 0 -285 -1,985 -4,045 -61 -6,376
Disposals 0 0 0 3 0 3
Write-offs 0 0 0 123 0 123
Mergers and absorptions 0 0 0 -6 0 -6
Loss of Control/Disposal of subsidiary 0 0 0 50 0 50
Reclassifications 0 0 -144 116 32 3
Balance as at 31 December 2020 -1,500 -1,097 -9,612 -37,200 -860 -50,269
Carrying amount as at 31 December 2020 0 1,000 24,788 11,800 1,958 39,545

B. Amortisation

The amortization of trademarks and licenses with finite useful lives, software programmes and other intangible assets is allocated to the cost of inventory and is included in 'Cost of sales' when inventory is sold, as trademarks and licenses and software programmes are mainly used directly for the production of products and they are considered as production overheads. The amortization of intangible assets not used for production is allocated to administrative expenses.

C. Reclassifications

Reclassifications mainly relate to intangible assets recorded initially in projects under construction (in property, plant and equipment) and upon the completion of the project, they are transferred to the column which describes their nature.

D. Goodwill

Goodwill of amount EUR 1.6 million was derecognized in 2020 due to the absorption of subsidiary Vianatt by Ecoreset S.A. No additional Goodwill has been recognized during 2021.

E. Intangible assets with indefinite useful lives

All intangible assets have finite useful life (see Note 5.10), except for the following assets, included in trademarks and licenses category:

  • i. Intangible assets recognized for the CGU "Fulgor"
    • a. Trade Name "Fulgor" (carrying amount of EUR 1.4 million as at 31 December 2021) It relates to the sector of medium voltage submarine cables and terrestrial high voltage cables that Fulgor was operating prior to its acquisition by Hellenic Cables in 2011 and which has revealed significant economic benefits. Based on the analysis of relevant factors (e.g. knowledge, no longstanding engagement with a wide range of clientele, future development of the sector), the useful life of the brand was considered indefinite.
    • b. License of Port use in Soussaki, Corinth (carrying amount of EUR 8.3 million as at 31 December 2021) Fulgor holds a license for permanent and exclusive use of a port located in the premises of the factory in Soussaki, Corinth. The port is necessary for the production of submarine cables of medium and high voltage. Since the acquisition of the subsidiary, significant investments for the upgrade and expansion of production capacity in producing high-voltage submarine cables took place. Since 2014, the production started as planned. The useful life of the asset is considered indefinite, since the use of these port facilities is for an indefinite period of time, in the context of the significant development of the sector.
  • ii. Intangible assets recognized for the CGU "Reynolds" (carrying amount of EUR 1.5 million as at 31 December 2021). Upon the completion of the acquisition of Reynolds Cuivre by Genecos, an intangible asset related to the brand name "Reynolds" was recognized, as significant economic benefits are expected from its use. Based on the analysis of relevant factors (e.g. knowledge of the relevant market, wide range of clientele, expected future developments), the useful life of the brand was considered indefinite.

F. Impairment testing

(a) Intangible assets recognized for the CGU "Fulgor"

As these intangible assets do not generate independent cash inflows, it was considered appropriate to carry out the impairment test on the basis of the Cash Generating Unit (CGU) of Fulgor submarine cables production plant, which incorporates these assets. In order to evaluate the value in use, cash flow projections based on estimates by management covering a five-year period (2022 – 2026) were used. These estimates take into consideration the contracts already signed, as well as contracts estimated to be awarded in Greece and abroad.

The submarine cables CGU operates in a project-based business. Therefore, assumptions related to revenue and profitability growth are based on the contracts already signed, as well as those estimated to be undertaken in the forthcoming period. The main assumptions regarding the operations of submarine cables CGU and the projects to be executed within the five-year period are:

  • Progressively high capacity utilization of Corinth plant owed by Fulgor, as in 2020 & 2021, based on contracts already awarded & expected awards based on tendering activity. Given the continued growth, the existing backlog, the growth of renewables business around the world, which is a significant driver in the attractive outlook for the offshore power generation market, the continuously high level of activity is expected to be retained throughout the period 2022-2026.
  • Capital expenditure of approx. EUR 102 million in the following 5 years, in order to cover estimated production and capacity needs. Capital expenditure reflects investments for both maintenance purposes and expectations of organic growth. For the terminal period, the investments are set equal to depreciation.
  • Compound annual growth rate of revenue from offshore business for the five-year period at ca. 3.8% attributable to assignment of new projects mainly in Greece, North Europe and the USA.
  • Profitability per offshore project in terms of EBITDA at ca. 15%-25% of revenue. Estimated profitability per project varies mainly due to different type of cable and technical specifications, geographic region and project's timeframe.
  • Compound annual growth rate of fixed operating expenses at ca. 2.1% for the five-year period.

Cash flows after the first five years were calculated using an estimated long term growth rate of 1.55%, which mainly reflects management's estimates for the world economy as well as long-term growth prospects of the offshore cable sector. The pre-tax rate used to discount these cash flows is 7.71% was based on the following:

  • Risk free rate was determined to zero.
  • The country risk for operating in Greece determined to 0.81%.
  • The market risk premium was determined to 4.87%, i.e. stable compared to prior year's impairment test.

Despite the fact that the commodity prices for copper and aluminium are part of the assumptions for the impairment test performed, due to the hedging activities undertaken and the customized nature of the products sold by Fulgor, the value of the business unit is not significantly affected by fluctuations in commodity prices. Neutral result from metal price fluctuations is assumed in the context of the impairment test.

The results of this test indicated that the recoverable amount as of 31 December 2021 exceeds the carrying amount of the CGU amounting to EUR 219 million by EUR 524 million.

A sensitivity analysis was carried out on the key assumptions of the model (discount rates and growth in perpetuity), to examine the adequacy of the headroom. The result of the sensitivity analysis indicated that the recoverable amount still exceeds the carrying value of the CGU. Assumptions may change as follows so as the recoverable amount equals the carrying amount:

Assumptions used Change in rates (percentage points change) required for
the recoverable amount to equal the carrying amount
Discount rate 7.71% +12.0 ppc
Terminal growth 1.55% -61.8 ppc

(b) Intangible assets recognized for the CGU "Reynolds"

The recoverable amount of the CGU that includes this intangible asset (Reynolds Cuivre S.A.) was estimated based on the present value of the future cash flows expected to be derived from the CGU (value in use).

Cash flows after the first five years were calculated using an estimated growth rate of 0.5%, which reflects management's estimates for the growth prospects for the market. The after-tax rate used to discount these cash flows is 7.6% for the five year period and for the terminal value and was based on the following:

  • Risk free rate was capped to zero.
  • The market risk premium (including the country risk for operating in France) was determined at 5.36%

Average annual revenue growth rate for the five-year period is 3.2%, and the average annual operating expenses decrease percentage is 2.3%. Average capex equal to EUR 106 thousand.

The results of this test indicated that the recoverable amount as at 31 December 2021 exceeds the carrying value of the CGU amounting to EUR 8.9 million by EUR 4.2 million.

A sensitivity analysis was carried out on the key assumptions of the model (discount rates and growth in perpetuity), so as to examine the adequacy of the headroom. The result of the sensitivity analysis indicated that the recoverable amount still exceeds the carrying value of the CGU.

Results of the sensitivity analysis for the impairment testing:

Assumptions used Change in rates (percentage points change) required for
the recoverable amount to equal the carrying amount
Discount rate 7.6% +2.3ppc
Terminal growth 0.5% -3.1ppc

19. Investment property

A. Reconciliation of carrying amount

Amounts in EUR thousands 2021 2020
Balance as at 1 January 270,413 195,003
Acquisitions 10,887 75,110
Disposals -753 -243
(Impairment losses) / Reversal of impairment losses 6,922 4,700
Modifications 95 0
Transfers to property, plant and equipment -1 0
Transfers from property, plant and equipment 210 0
Depreciation -6,898 -4,157
Balance as at 31 December 280,876 270,413
Gross carrying amount 324,684 315,420
Accumulated depreciation and impairment losses -43,807 -45,007
Net carrying amount as at 31 December 280,876 270,413

Investment property comprises of a number of commercial and industrial properties that are either leased to third parties currently or will be in the foreseeable future. Each of these leases is indexed to consumer prices.

During 2021, Viohalco invested an amount of EUR 11 million (EUR 75 million in 2020) for the acquisition and improvement of investment properties.

B. Measurement of fair value –Impairment loss and subsequent reversal

On December 31st 2021, an impairment test was performed on all real estate assets (individual assets), either owner occupied or held as investment property. The tests were carried out in order to address the risk of negative changes in the fair value of properties and respond if necessary. The results relating to owner occupied properties are outlined in note 17.

For investment property assets, an impairment loss of EUR 8.9 million was recorded and included in the line 'Other expense' of the consolidated statement of profit or loss. Impairment losses relate primarily to land and buildings, and the recoverable amount was based on its fair value less costs of disposal. The fair value of these properties was determined by external, independent property valuers, having appropriate recognized professional qualifications and recent experience in the location and category of the properties being valued. Valuation techniques are described in detail in the next paragraph. For segmental classification purposes, the impairment loss (recoverable amount EUR 3.7 million) was reported in real estate segment.

Asset valuations were also used to identify if previously recognized impairment losses could be reversed. As a result, EUR 15.8 million were reversed and included in the line 'Other Income' of the consolidated statement of profit or loss. The recoverable amount of these assets as at 31 December 2021 was EUR 232 million and they relate to the real estate.

The accumulated impairment losses carried forward as at 31 December 2021, amounts to EUR 30.2 million (31 December 2020: EUR 37.1 million).

The fair value of all properties reported in the line 'Investment property', as at 31 December 2021, is EUR 355 million (31 December 2020: EUR 322 million).

Valuation techniques and significant unobservable inputs (Level 2 & 3)

The fair value measurement for investment property has been categorized as a Level 2 and 3 regarding fair value hierarchy, based on the inputs to the valuation techniques used.

Valuations methods used to determine the fair value of these properties were reflecting the highest and best possible use.

  • For buildings currently rented or expected to be rented out in the foreseeable future for which no observable prices were available, the income approach (either Discounted Cash Flow or Direct capitalization) method was used. DCF method considered the present value of net cash flows to be generated from each property, taking into account expected rental growth rate, void periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected net cash flows are discounted using risk-adjusted discount rates that ranged between 7,90 % - 12,00 %. Among other factors, the discount rate estimation considers the quality of each building, its location, tenant credit quality, lease terms and the expected market return. The estimated fair value would decrease if either the expected market rental growth was lower or the risk-adjusted discount rates were higher. Direct capitalization uses an All-Risk Yield in order for the current annual estimated rental value to be capitalized. ARY ranged between 5,00% - 12,50% and offers a holistic assessment of the property market's general condition. - For buildings, which were under construction and which are intended to be used as investment property in the future, the residual method
  • was primarily used. The fair value determined by this method reflects the value of the property in its current condition.
  • For all the properties, the comparative method (market approach) was used. According to this method the valuer estimates the market value of the subject asset by comparing the factors that mostly affect it. Such factors can be location, size, quality of construction etc. This method is based on estimation of the market price and what has been paid for similar properties under similar economic conditions. Each property is valued at a price at which similar ones in the area have recently sold with a subjective differential added (or subtracted) to adjust for the unique characteristics of the property that make it different from the benchmark properties, such as location, size, accessibility etc. The specific valuation technique has been classified as Level 2, regarding the fair value measurement hierarchy.

20. Equity-accounted investees

A. Reconciliation of carrying amount of associates and joint ventures

Amounts in EUR thousands 2021 2020
Balance as at 1 January 38,089 37,742
Share of profit / loss (-) net of tax -2,530 -1,740
OCI profit (loss) for the period 1 0
Dividends received -886 -1,139
Effects on movement in exchange rates 671 -3,319
Additions 225 3,285
Share capital increase 8,800 4,000
Reclassifications 0 -739
Balance as at 31 December 44,372 38,089

B. Financial information per associate and joint venture

The following tables present financial information per associate. The disclosed financial information reflects amounts in the financial statements of the relevant associates.

2021

Company Principal place
of business
Segment Associate/
JV
Carrying
Value
Current
Assets
Non-
Current
Non-
Current
Current Profit or
from loss
Assets Liabilities Liabilities Revenue operations
Direct
continuing Ownership ownership
interest
Ultimate
interest
ETEM GESTAMP
AUTOMOTIVE SA Bulgaria Aluminium Joint Venture 8,095 9,465 16,390 230 14,177 41,028 1,335 49.00% 49.00%
DOMOPLEX LTD Cyprus Steel Associate 1,165 3,756 2,186 547 2,966 6,811 806 45.00% 45.00%
AO TMK-CPW Russia Steel Pipes Associate 11,216 64,836 5,004 23 46,926 70,009 1,910 49.00% 39.09%
BELLVILLE TUBE USA Steel Pipes Associate 1,732 422 13,744 3,418 3,988 20,238 -2,837 19.40% 15.48%
AWM SPA Italy Steel Associate 3,643 8,701 8,281 3,928 5,301 5,142 -698 34.00% 34.00%
HC ISITMA Α.S. Turkey Copper Joint Venture 231 338 146 46 92 572 54 50.00% 42.39%
U.E.H.E.M GmbH Germany Aluminium Associate 767 9,317 26 0 7,834 53,775 1,074 49.00% 41.54%
NEDZINK B.V. Netherlands Copper Joint Venture 11,841 31,325 49,598 43,186 28,940 86,636 -8,192 50.00% 42.39%
THE GRID SA Greece Real estate Joint Venture 5,681 2,403 28,605 19,600 47 0 -688 50.00% 43.64%
44,372
2020
Company Principal place
of business
Segment Associate/
JV
Carrying
Value
Current
Assets
Non-
Current
Non-
Current
Current Profit or
from loss
Assets Liabilities Liabilities Revenue operations
Direct
continuing Ownership ownership
interest
Ultimate
interest
ETEM GESTAMP
AUTOMOTIVE SA Bulgaria Aluminium Joint Venture 7,439 7,012 14,646 101 11,450 27,643 134 49.00% 49.00%
DOMOPLEX LTD Cyprus Steel Associate 866 2,897 2,043 560 2,615 4,264 457 45.00% 45.00%
AO TMK-CPW Russia Steel Pipes Associate 9,965 25,397 4,734 0 9,794 41,141 1,775 49.00% 39.09%
BELLVILLE TUBE USA Steel Pipes Associate 2,162 1,975 14,200 3,428 3,773 14,548 -4,826 19.40% 15.48%
AWM SPA Italy Steel Associate 3,688 8,863 7,400 5,500 3,712 12,352 -351 34.00% 34.00%
HC ISITMA Α.S. Turkey Copper Joint Venture 321 359 247 42 36 594 83 50.00% 45.72%
U.E.H.E.M GmbH Germany Aluminium Associate 713 9,219 23 0 7,843 37,974 923 49.00% 44.81%
NEDZINK B.V. Netherlands Copper Joint Venture 12,937 25,959 49,083 29,255 32,561 79,602 -4,623 50.00% 45.72%
38,089

On January 28th 2021, Viohalco subsidiary, Noval Property REIC, participated by 50% in the establishment of a joint venture named "The Grid S.A.", which operates in the real estate development sector.

Aforementioned financial information is presented considering the following:

  • (a) There are no restrictions on the ability of joint ventures or associates to transfer funds to the entity in the form of cash dividends, or to repay loans or advances made by the entity.
  • (b) The financial statements of joint ventures or associates are used in applying the equity method and as of the same date with that of Viohalco.
  • (c) There are no unrecognized share of losses of a joint venture or associate, both for the reporting period and cumulatively.

C. Description of associates and joint ventures

UEHEM (UACJ ELVAL HEAT EXCHANGER MATERIALS GmbH) is a joint establishment between ElvalHalcor and UACJ Corp. It markets aluminium products to manufacturers of automotive heat exchangers in Europe.

HC ISITMA is a joint venture between ElvalHalcor and Cantas AS. It is active in the manufacture of pre-insulated copper tubes in Turkey.

Bellville Tube manufactures steel tubular products for the local US market.

AO TMK-CPW is a joint stock company between Corinth Pipeworks and AO TMK, the largest manufacturer of steel pipes in Russia and one of the top three globally. AO TMK-CPW has its production facilities in Polevskoy, Russia, where it manufactures pipes and hollow structural sections.

AWM is developing, designing and manufacturing high-technology machines for the processing of reinforcement steel such as standard and special mesh welding machines, high-speed wire straightening and cutting machines, lattice girder machines, cold rolling lines, automatic mesh cutting and bending machines and special machines for production of tunnel reinforcement.

Domoplex is a Cyprus-based company active in the manufacturing and trading of welded wire mesh for the reinforcement of concrete.

NedZink B.V. is a Netherlands based company focusing on high quality zinc applications.

Gestamp Etem Automotive Bulgaria S.A. is a joint venture between Gestamp and Etem Bulgaria S.A. that focus on the commercialisation and processing of aluminium extruded profiles for the automotive industry.

THE GRID S.A. is a joint venture between Noval Property REIC and Brook Lane Capital that operates in Real Estate development sector.

21. Other investments

Viohalco designates the investments shown below as equity securities at FVOCI, as they represent investments that Viohalco intends to hold for the long term strategic purposes.

The movement of equity securities, as well as their analysis, is presented below:

Amounts in EUR thousands 2021 2020
Balance as at 1 January 8,324 5,829
Additions 77 3,069
Disposals -637 -24
Change in fair value through OCI 702 -518
Reclassifications 0 -29
Other changes -8 -2
Balance as at 31 December 8,457 8,324
Amounts in EUR thousands 2021 2020
Listed securities
- Greek equity instruments 125 125
- International equity instruments 4,417 3,713
- Mutual funds 0 639
Unlisted securities
- Greek equity instruments 2,951 2,946
- International equity instruments 849 849
- Mutual funds 94 30
- Other 20 20
Total 8,457 8,324

22. Assets held for sale

The amount of EUR 0.4 million is the book value of machinery in the aluminium segment classified in 2021 as asset held for sale, according to IFRS 5. Management has set a plan for the sale of this equipment which is expected to take place in 2022.

23. Derivatives

The following table sets out the carrying amount of derivatives:

Amounts in EUR thousands 2021 2020
Non-current assets
Future contracts 0 64
Options 944 871
Total 944 936
Current assets
Forwards 760 1,889
Future contracts 7,670 5,336
Commodity Swaps 7,847 0
Total 16,277 7,225
Non-current liabilities
Interest rate swap contracts 382 1,026
Future contracts 0 270
Commodity Swaps 3,205 0
Total 3,587 1,295
Current liabilities
Forwards 2,501 659
Future contracts 5,062 4,593
Total 7,563 5,252

Hedge accounting

Viohalco's companies hold derivative financial instruments for cash flow and fair value hedges.

The abovementioned derivative financial instruments cover risks from:

  • Changes in the prices of metals
  • Fluctuations of foreign exchange rates
  • Changes in loan interest rates
  • Fluctuations of energy prices (natural gas)

The maturity and the nominal value of derivatives held by Viohalco's companies match the maturity and nominal value of the underlying assets / liabilities (hedged items).

Derivatives held by Viohalco's companies concern mainly:

  • Future contracts to hedge the risk from the change of the price of metals listed in LME (London Metal Exchange) and used in production of Viohalco's companies (i.e. mainly copper, aluminium and zinc). Such hedges are designated as cash flow hedges.
  • FX Forward and FX swaps to hedge the risk from the change in exchange rate of US Dollar and British Pound (i.e. currencies to which Viohalco's companies are mainly exposed). Such hedges are either designated as fair value or cash flow hedges depending on the item hedged. FX Forwards and FX swaps when used for hedging FX risk on outstanding receivables and suppliers denominated in foreign currency these instruments are designated under fair value hedging. FX forwards when used for hedging FX risk on the forecasted sales of goods or purchase of materials executed in foreign currency FX forward is hedging instruments designated under the cash flow method.
  • Commodity Swaps referenced on the Title Transfer Facility (TTF) prices to hedge the risk of fluctuations in natural gas prices from market conditions.

Derivatives are recognised when Viohalco's companies enter into the transaction in order either to hedge the fair value of receivables, liabilities or commitments (fair value hedges) or highly probable transactions (cash flow hedges).

The change in fair value recognized in equity under cash flow hedging as at 31 December 2021 will be recycled to the consolidated statement of profit or loss during the next years, as some of the hedged events are expected to occur (the forecasted transactions will take place or the hedged items will affect profit or loss statement) within 2022 and some others at a later stage.

Viohalco companies' results from the hedging activities recorded in the statement of profit or loss are presented for metal future contracts, foreign exchange contracts and the energy contracts in the 'Revenue' and the 'Cost of sales' while for interest rate swaps in the 'Finance income/ expenses'. The amounts recognized in the consolidated statement of profit or loss are the following:

Amounts in EUR thousands 2021 2020
Gain / loss (-) on future contracts
Gain / loss (-) on FX forward contracts
-5,105
-3,754
-14,174
519
Gain / loss (-) on comoddity swap contracts 1,251 0
Gain / loss (-) on options 0 -67
-7,608 -13,721

Profit or loss related to derivatives used for cash flow hedging recognized in other comprehensive income (Hedging reserve) as at 31 December 2021 and it will be recycled to profit or loss during the next financial years.

Options related to the associate Bellville Tube Company

Based on the purchase agreement of Bellville Tube Company's shares signed in 2020, the shareholders of Bellville Tube Company granted CPW America with a call option to purchase the remaining outstanding capital stock of Bellville Tube Company. The calculation of the purchase price prescribed in the call option is based on a predetermined formula. The exercise period for the call option starts in 2022 and expires in 2025. Upon the exercise of the call option CPW America will own 100% of outstanding capital stock of Bellville Tube Company.

In addition, the purchase agreement prescribes that if CPW America does not exercise the call option described above, CPW America shall have the option ("put option"), but not the obligation, during the period 2022-2025 to require Bellville Tube Company to redeem all, but not less than all, of the shares of Bellville Tube Company then held by CPW America. The aggregate purchase price for the redeemed shares if the put option is exercised will be USD 3.3 million, i.e. equal to the amount initially disbursed.

The options described above were recognized on the statement of financial position. Based on the inputs used to determine the fair value of the put and the call options, such options are categorized as Level 3. The options are valuated in USD and based on year end exchange rates, the valuation of such options was EUR 944 thousand. The valuation of the call & put options was based on a widely acceptable pricing model methodology considering the complexity of the option plan.

The basic inputs that have been used in the valuation model are the following:

• Fair value of the share held in the associate, which in turn is dependent on expected turnover, EBITDA margins and future working capital needs of the associate.

• Applicable discount rate.

• Probability of default of the counterparty.

Regarding the fair values of the call and put options, reasonably possible changes at the reporting date to one of the significant unobservable inputs stated below, keeping other inputs constant, would have the following effect:

  • If the discount rate was higher by 1%, then the fair value of the options would be lower by EUR 6 thousand or 0.6%.
  • If the fair value of the shares held was higher by 10%, then the fair value of the options would be lower by EUR 146 thousand or 15.3%.
  • If probability of default of the counterparty was higher by 10%, then the fair value of the options would be lower by EUR 255 thousand or 26.6%.

24. Capital and reserves

A. Share capital and share premium

The share capital of the Company amounts to EUR 141,894 thousand divided into 259,189,761 shares without nominal value. Holders of shares are entitled to one vote per share at the general meetings of the Company.

Share premium of the Company amounts to EUR 457,571 thousand.

B. Translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

C. Nature and purpose of other reserves

(a) Statutory reserve

Pursuant to the Belgian tax legislation, the companies are obliged, from their fiscal year profits, to form 5% as a legal reserve until it reaches 10% of their paid share capital. The distribution of the legal reserve is prohibited.

Pursuant to Greek company law, the companies are obliged to allocate each year at least 5% of its annual net profits to its statutory reserve, until this reserve equals at least 1/3 of the company's share capital. The distribution of the statutory reserve is prohibited but it can be used to offset losses.

(b) Hedging reserve

The effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss as the hedged cash flows affect profit or loss.

(c) Other fair value reserve

The cumulative net change in the fair value of the equity securities until the assets are derecognized (and therefore transferred to retained earnings).

(d) Special reserves

This category relates to reserves formed by the application of the provisions of certain developmental laws which were granting tax benefits to companies that invested their retained earnings rather than distribute them to the shareholders. More specifically, the aforementioned reserves include profits that have already been taxed or have been permanently exempted from income tax, after the lapse of a specified period beginning from the completion of the investments they concern.

(e) Tax exempt reserves

This category relates to reserves formed by the application of the provisions of certain tax laws and are exempt from income tax, provided that they are not distributed to the shareholders. In case these reserves are distributed, they will be taxed using the tax rate applying at such time.

D. Reconciliation of other reserves

Statutory Hedging Other Fair Special Tax exempt Other
Amounts in EUR thousands reserves reserves Value reserve reserves reserves reserves Total
Balance as at 1 January 2021 42,039 2,483 1,359 81,496 296,785 11,942 436,104
Other comprehensive income 0 2,282 704 0 0 -1 2,985
Capitalization of reserves 2,719 0 0 153 527 -2,248 1,150
Acquisition of NCI 196 3 -2 2 132 0 331
Change in ownership interests 64 -105 0 -111 -16 35 -133
Balance as at 31 December 2021 45,018 4,662 2,061 81,540 297,428 9,728 440,437
Amounts in EUR thousands Statutory
reserves
Hedging
reserves
Other Fair
Value reserve reserves
Special Tax exempt
reserves
Other
reserves
Total
Balance as at 1 January 2020 39,955 -728 1,875 80,139 296,653 8,713 426,607
Other comprehensive income 0 3,210 -516 0 0 -4 2,690
Capitalization of reserves 2,117 0 0 1,357 133 0 3,607
Loss of Control/Disposal of subsidiary -33 0 0 0 0 0 -33
Change in ownership interests -1 0 0 0 0 -38 -39
Mergers and absorptions 0 0 0 0 0 3,271 3,271
Balance as at 31 December 2020 42,039 2,483 1,359 81,496 296,785 11,942 436,104

Mergers and absorptions are further explained in note 32.

25. Capital management

Viohalco and its companies' policy consists in maintaining a strong capital structure, so as to keep the confidence of investors, creditors and the market and enable the future development of their activities. The Board of Directors monitors the return on capital which is defined as net results divided by total equity less non-controlling interests. The Board of Directors also monitors the level of dividends distributed to holders of ordinary shares.

The Board of Directors tries to maintain an equilibrium between higher returns that would be feasible through higher borrowing levels and the advantages and security offered by a strong and robust capital structure. In this context, the Board of Directors monitors, the Return on Capital Employed (ROCE) index, otherwise the Return on Invested Capital (ROIC) index, which is defined as Earnings before Interest and Tax (EBIT) divided by total Capital Employed, (i.e. equity and debt). The Board of Directors seeks opportunities and examines feasibility to leverage Viohalco's companies with relatively high ROCE (in every case higher than the cost of debt) and deleverage companies that go through a relatively low ROCE performance period.

26. Loans and borrowings

A. Overview

Amounts in EUR thousands 31 December 2021 31 December 2020
Non-current liabilities
Secured bank loans 119,994 161,357
Unsecured bank loans 69,524 82,530
Secured bond issues 455,719 558,078
Unsecured bond issues 648,856 200,021
Loans and borrowings – Long term 1,294,093 1,001,986
Lease Liabilities – Long term 34,639 41,276
Total Long-term debt 1,328,732 1,043,262
Current liabilities
Secured bank loans 183,484 147,210
Unsecured bank loans 459,179 432,697
Current portion of secured bank loans 63,553 51,153
Current portion of unsecured bank loans 15,473 14,657
Current portion of secured bond issues 82,388 69,676
Current portion of unsecured bond issues 44,068 30,617
Loans and borrowings – Short term 848,145 746,010
Lease Liabilities – Short term 10,696 10,935
Total Short term debt 858,841 756,945
Total loans and borrowings 2,187,573 1,800,207

Information about the Viohalco companies' exposure to interest rate, foreign currency and liquidity risk is included in Note 30.

The maturities of non-current loans are as follows:

Amounts in EUR thousands 2021 2020
Between 1 and 2 years
Between 2 and 5 years
Over 5 years
251,691
575,669
501,372
367,571
556,840
118,850
Total 1,328,732 1,043,262

The effective weighted average interest rates of the main categories of loans and borrowings at the reporting date are as follows:

2021 Carrying amount Interest rate
Bank loans (non-current)-EUR 260,465 2.46%
Bank loans (current)-EUR 574,039 3.39%
Bank loans (current)-USD 10,110 4.50%
Bank loans (current)-GBP 36,372 3.17%
Bond issues-EUR 1,231,031 2.94%
2020 Carrying amount Interest rate
Bank loans (non-current)-EUR 229,293 2.90%
Bank loans (non-current)-USD 235 1.00%
Bank loans (current)-EUR 543,727 3.66%
Bank loans (current)-USD 5,042 2.26%
Bank loans (current)-GBP 7,735 2.75%
Bond issues-EUR 858,391 3.45%

The majority of Viohalco companies' loans are Euro denominated.

During 2021, Viohalco subsidiaries obtained new bank loans amounting to EUR 897 million and repaid bank loans of EUR 514 million maturing within the year. The new loans were mainly bond loans and drawdowns from existing revolving credit facilities for project financing, or new loans with similar terms and conditions.

More specifically, during 2021 the main events relating to Viohalco companies' financing are the following:

Aluminium and Copper segments

  • ElvalHalcor issued a common five-year bond loan amounting to EUR 40 million with a major Greek bank, to finance current and general business needs.
  • ElvalHalcor bond loan of Euro 250 million commenced trading in the Athens Stock Exchange. The bond has a coupon of 2.45% payable semiannually and a 7-year maturity.
  • · ElvalHalcor signed two bond loans of 7.5-years maturity. The first one amounted to EUR 140 million and the second one amounted to EUR 130 million, both of them were syndicated loans with the four major Greek banks.
  • · ElvalHalcor reclassified an amount of Euro 25 million to current loans and borrowing, after receiving waiver from the lender, for violation of the "loans towards related parties" provisions, as the waiver has been granted after the reporting date of 31.12.2021.

Cables and Steel Pipes segments

  • Hellenic Cables issued a 'green' bond loan of EUR 20 million, in compliance with ESG financial principles, with a major Greek bank and an initial maturity of 2-years.
  • Fulgor also issued a 'green' bond loan of EUR 20 million, in compliance with ESG financial principles, with a major Greek bank, with an initial 2 year term from the date of signing. Both bond loans will support working capital needs for the design, production, installation and operation of submarine and land cable systems in projects related to energy transmission from renewable energy sources and the electrical interconnection of islands.
  • Fulgor entered an agreement with a Greek bank for a long-term bond loan of EUR 10 million for 6 years from the date of signing.
  • Corinth Pipeworks entered an agreement with a major Greek bank for a long-term bond loan of EUR 10 million for 2 years from the date of signing. • Corinth Pipeworks entered an agreement with a Greek bank for a long-term bond loan of EUR 7 million for 5 years from the date of signing.
  • Corinth Pipeworks entered an agreement with a major Greek bank for a long-term bond loan of EUR 4.6 million for 5 years from the date of signing.
  • Hellenic Cables and Corinth Pipeworks repaid the syndicated bond loans issued in 2013 and reprofiled in 2018, EUR 36.6 million. There were also scheduled repayments in December 2021, for 14.0 million. For the mortgages on property, plant and equipment and pledges on inventories that these bond carried, in favor of the bank syndications, the process to lift them has been initiated but not yet completed.
  • S

teel segment

• Viohalco subsidiary Stomana, finalized the reprofiling of the EUR 67 million long term syndication loan issued in by extending the term from 2023 to 2026.

Real Estate segment

• Noval Property successfully issued a Green Bond Loan of EUR 120 million, listed in the Category of Fixed Income Securities at the Regulated Market of the Athens Stock Exchange. The bond has a coupon of 2.65% payable semi-annually and a 7-year maturity.

No other significant events, related with the financing of subsidiaries occurred during the period.

Short term facilities are predominately revolving credit facilities, which finance working capital needs and specific ongoing projects. Viohalco subsidiaries have never in the past experienced any issues in financing their activities, renewing their working capital lines or refinancing longterm loans and borrowings. Management expects that any mandatory repayment of banking facilities will be met with operating cash flows or from currently unutilized and committed credit lines.

Under the terms of the loan agreements, certain viohalco subsidiaries must comply with conditions (including financial covenants) and such compliance is tested on an annual basis for the majority of the loans. Management has considered the measures that need to be taken to mitigate the risk relating to these potential breaches and expects that in the event that these covenants are breached, waivers will be granted. However, the improved performance across segments will reverse such event.

The average interest rate of the outstanding bank loans as at 31 December 2021 was 3% (3.4% as at 31 December 2020). Property, plant and equipment and inventories of some subsidiaries carry mortgages and liens for a total amount of EUR 1,183 million, as collaterals for long term loans and syndicated loans. In addition, for certain Viohalco companies' loans, there are change of control clauses that provide lenders early redemption rights.

B. Reconciliation of movements of liabilities to cash flows from financing activities

Amounts in EUR thousands Loans and Borrowings Leases Total
Balance at 1 January 2021 1,747,933 52,211 1,800,144
Changes from financing cash flows
Proceeds from loans and borrowings 896,672 0 896,672
Repayment of borrowings & lease liabilities -514,171 -11,562 -525,733
Total changes from financing cash flows 382,501 -11,562 370,940
Other changes
New leases 0 5,146 5,146
Interest expense 70,576 2,076 72,651
Interest paid -62,521 -2,061 -64,582
Capitalised borrowing costs 862 0 862
Terminations/Modifications 674 -483 191
Effect of changes in foreign exchange rate 2,214 7 2,222
Total other changes 11,805 4,685 16,489
Balance at 31 December 2021 2,142,238 45,334 2,187,573
Amounts in EUR thousands Loans and Borrowings Leases Total
Balance at 1 January 2020 1,773,978 53,420 1,827,398
Changes from financing cash flows
Proceeds from loans and borrowings 258,187 0 258,187
Repayment of borrowings & lease liabilities -286,282 -10,688 -296,970
Total changes from financing cash flows -28,094 -10,688 -38,783
Other changes
New leases 0 12,657 12,657
Interest expense 68,201 2,374 70,575
Interest paid -67,123 -2,252 -69,375
Capitalised borrowing costs 4,163 0 4,163
Terminations/Modifications 0 -2,408 -2,408
Loss of Control/Disposal of subsidiary -1,482 -797 -2,279
Effect of changes in foreign exchange rate -1,710 -94 -1,804
Total other changes 2,049 9,479 11,529
Balance at 31 December 2020 1,747,933 52,211 1,800,144

* Interest paid reported in Cash Flow Statement, includes bank charges and other finance costs.

27. Trade and other payables

Amounts in EUR thousands Note 2021 2020
Suppliers 670,552 492,709
Notes payable 271,177 148,389
Social security funds 11 12,465 11,033
Amounts due to related parties 38 4,806 6,485
Sundry creditors 17,828 20,716
Accrued expenses 105,895 60,011
Taxes-duties 28,697 35,955
Total 1,111,420 775,297
Non-current balance of trade and other payables 17,615 12,299
Current balance of trade and other payables 1,093,804 762,998
Balance as at 31 December 1,111,420 775,297

The increase in trade and other payables is mainly attributed to increase in metal prices and the increase in "Notes payable" which concerns structured payable arrangements related to purchases of primary raw materials, such as copper, steel etc. whose payment periods can be longer than usual for such supplies.

28. Grants

Amounts in EUR thousands Note 2021 2020
Balance as at 1 January 35,817 35,409
New grants received during the year 1,529 495
New grants for which receipt is pending 0 3,073
Transfer of grants to results -51 0
Transfer of grants to receivables/paybales -427 0
Amortisation of grants 8 -2,886 -3,158
Foreign exchange differences 3 -1
Balance as at 31 December 33,985 35,817

Government grants have been received for investments in property, plant and equipment.

During 2021, Viohalco subsidiary, ElvalHalcor, recorded an amount of EUR 1,227 thousands related to grants for the purchase of certain items of property plant and equipment.

All conditions attached to the grants received by Viohalco's companies were met as at 31 December 2021.

29. Provisions

Non-current

Amounts in EUR thousands Note Pending court rulings Other provisions Total
Balance as at 1 January 2021 25 1,814 1,839
Additional provisions of the fiscal year 0 151 151
Reclassifications 0 -24 -24
Provisions reversed 8 0 -140 -140
Balance as at 31 December 2021 25 1,800 1,825
Amounts in EUR thousands Note Pending court rulings Other provisions Total
Balance as at 1 January 2020 25 2,752 2,777
Foreign exchange differences 0 -46 -46
Additional provisions of the fiscal year 0 187 187
Transfer to short term provisions 0 -18 -18
Provisions reversed 8 0 -1,062 -1,062
Balance as at 31 December 2020 25 1,814 1,839

Current

Amounts in EUR thousands Note Pending court rulings Other provisions Total
Balance as at 1 January 2021 348 304 652
Foreign exchange differences 573 0 573
Additional provisions of the fiscal year 12,995 0 12,995
Reclassifications 0 -111 -111
Provisions reversed 8 0 -1 -1
Provisions used -58 -30 -88
Balance as at 31 December 2021 13,858 162 14,020
Amounts in EUR thousands Note Pending court rulings Other provisions Total
Balance as at 1 January 2020 153 483 636
Foreign exchange differences 0 -5 -5
Additional provisions of the fiscal year 321 99 420
Transfer from long term provisions 0 18 18
Provisions reversed 8 0 -130 -130
Provisions used -126 -160 -286
Balance as at 31 December 2020 348 304 652

In 2021, additional provision for antidumping duties have been recorded (note 8). During 2020, provision relating to environmental issue for underground pollution in United Kingdom was reversed, as no obligation was further exist.

30. Financial instruments

A. Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including the levels in the fair value hierarchy.

31 December 2021

Amounts in EUR thousands Carrying amount First Level Second Level Third Level Total
Other investments 8,457 4,543 0 3,915 8,457
Derivative financial assets 17,221 14,343 1,934 944 17,221
25,679 18,886 1,934 4,859 25,679
Derivative financial liabilities -11,149 -8,316 -2,833 0 -11,149
14,529 10,570 -899 4,859 14,529

31 December 2020

Amounts in EUR thousands Carrying amount First Level Second Level Third Level Total
Other investments 8,324 4,478 0 3,846 8,324
Derivative financial assets 8,161 5,188 1,889 1,084 8,161
16,485 9,666 1,889 4,930 16,485
Derivative financial liabilities -6,547 -4,824 -1,443 -280 -6,547
9,937 4,841 446 4,650 9,937

The various levels are as follows:

  • Level 1: Quoted prices (unadjusted) in an active market for identical assets and liabilities;

  • Level 2: Inputs that are observable either directly or indirectly;

  • Level 3: Unobservable inputs for assets and liabilities.

The fair value of the following financial assets and liabilities measured at amortised cost approximate their carrying amount:

  • Trade and other receivables;
  • Cash and cash equivalents;
  • Trade and other payables;
  • Loans and borrowings;
  • Lease liabilities.

Specifically, the carrying amount of loans and borrowings is considered as a good approximation of their fair value as 85% of consolidated Loans and borrowings concern floating-rate debt, which are a very good approximation of current market rates.

The following table shows reconciliation between opening and closing balances for Level 3 financial assets:

Amounts in EUR thousands
Balance as at 1 January 2021 3,846
Additions 77
Disposals -8
Balance as at 31 December 2021 3,915
Balance as at 1 January 2020 830
Additions 3,069
Disposals -24
Reclassifications (note 14) -29
Balance as at 31 December 2020 3,846

B. Measurement of fair values

(a) Valuation techniques and significant unobservable inputs

The fair values of financial assets that are traded in active markets (stock markets e.g. derivatives, shares, bonds, mutual funds) are set according to the published prices that are valid on the reporting date. The fair value of financial assets is determined by their offer price, while the fair value of financial liabilities is determined by their bid price.

The fair values of financial assets that are not traded in active markets are set through the use of valuation techniques and standards that are based on market data on the reporting date.

The fair values of financial liabilities, for the purpose of being recorded in financial statements, are estimated based on the present value of the future cash flows that arise from specific contracts using the current interest rate that is available for Viohalco and its companies for the use of similar financial-credit means.

Inputs that do not meet the respective criteria and cannot be classified in Level 1 but are observable, either directly or indirectly, fall under Level 2. Over-the-counter derivative financial instruments based on prices obtained from brokers are classified in this level.

The financial assets, such as unlisted shares that are not traded in an active market whose measurement is based on the Viohalco's companies' forecasts for the issuer's future profitability are classified under Level 3.

The following table shows the valuation techniques used in measuring fair values, as well as the significant unobservable inputs used:

Type Valuation technique Significant unobservable
inputs
Inter-relationship between key unobservable
inputs and fair value measurement
Derivatives Market value: Price as traded in active market
Market comparison technique: The fair values are
Not applicable Not applicable
based on broker quotes. Similar contracts are Broker quotes Not applicable
traded in an active market and the quotes reflect
the actual transactions in similar instruments
Equity securities traded Market value: Price as traded in active market Not applicable Not applicable
in active markets
Equity securities not traded Discounted cash flows: The fair value of shares - Risk-free rate: floor to zero due The estimated fair value would increase (decrease) if:
in active markets not traded in an active market is defined based to negative bond yields - the estimated risk-free rate, market risk premium
on the estimates of Viohalco and its companies - Market risk premium: 4.9% and WACC were lower (higher)
for the future profitability of the issuer after taking - Expected tax expense rate: 22% - the estimated cash flows were higher (lower)
into account the expected growth rate of its - WACC for the most significant - the expected income tax rate was lower (higher)
operations, as well as the discounted interest rate investment: 7-8%

(b) Transfers between Levels 1 and 2

There were no transfers from Level 2 to Level 1 or from Level 1 to Level 2 in 2021 or in 2020.

C. Financial risk management

Viohalco and its companies are exposed to credit, liquidity and market risk due to the use of its financial instruments. This Note sets forth information on their exposure to each one of the above risks, their objectives, the policies and procedures applied to risk measurement and management and Viohalco's capital management (note 25). More quantitative particulars on these disclosures are included in the entire range of the Consolidated Financial Statements.

The risk management policies are applied to identify and analyze the risks facing Viohalco and its companies, set risk-taking limits and apply relevant control systems. The risk management policies and relevant systems are examined from time to time so as to take into account any changes in the market and the companies' activities.

The implementation of risk management policies and procedures is supervised by the Internal Audit department, which performs ordinary and extraordinary audits relating to the implementation of procedures, whereas the results of such audits are notified to the Board of Directors.

C.1. Credit risk

Credit risk is the risk of the financial loss to Viohalco and its companies, if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the companies' receivables from customers, contract assets and bank deposits.

The carrying amount of financial assets represents the maximum credit exposure.

Amounts in EUR thousands Note 2021 2020
Trade & other receivables 15 630,850 457,809
Contract assets 7 101,371 68,517
Less:
Other down payments 15 -16,478 -7,567
Tax assets 15 -62,298 -59,663
Other non-financial assets -28,012 -26,630
625,433 432,466
Other investments 21 8,457 8,324
Cash and cash equivalents 16 503,267 219,161
Derivatives 23 17,221 8,161
528,945 235,645
Total 1,154,378 668,111

(a) Trade and other receivables

Viohalco companies' exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, the companies' management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. No client exceeds 10% of consolidated sales and, consequently, commercial risk is spread over a large number of clients. However, due to the fact that the business of certain subsidiaries (i.e. CPW Pipe Industry, Hellenic Cable Industry and Fulgor) is project oriented, there are cases where this threshold is individually exceeded for a rather short period of time.

Viohalco's companies have established a credit policy on the basis under which each new customer is examined on an individual basis in terms of creditworthiness before the standard payment and delivery terms are proposed to such customer. Viohalco's companies review includes external ratings, if they are available, and in some cases bank references. Credit limits are set for each customer, which are reviewed in accordance with current circumstances and the terms of sales and collections are readjusted, if necessary. As a rule, the credit limits of customers are set on the basis of the insurance limits received for them from insurance companies and, subsently, receivables are insured according to such limits.

When monitoring the credit risk of customers, the latter are grouped according to their credit characteristics, the maturity characteristics of their receivables and any past problems of receivability they have shown. Trade and other receivables mainly include wholesale customers of Viohalco's companies. Any customers characterized as being "high risk" are included in a special list of customers and subsequent sales must be paid in advance. Depending on the background of the customer and its status, Viohalco's companies demand real or other security (e.g. letters of guarantee) in order to secure its receivables, if possible.

Viohalco's companies record an impairment loss that represents its expected credit losses in respect of trade and other receivables.

At 31 December, the maximum exposure to credit risk for trade and other receivables and contract assets by geographic region was as follows:

Amounts in EUR thousands 2021 2020
Greece 184,545 179,175
Other EU member states 261,941 156,445
Other European countries 77,343 40,368
Asia 57,020 22,579
America 36,440 26,829
Africa 7,665 6,868
Oceania 479 202
Total 625,433 432,466

The ageing of trade and other receivables and contract assets that were not impaired was as follows:

Amounts in EUR thousands 2021 2020
Neither past due nor impaired
Overdue
556,236 374,390
- Up to 6 months 59,022 40,780
- Over 6 months 10,175 17,296
Total 625,433 432,466

Based on management assessment,the amounts that are past due up to 6 months and over 6 months are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers' credit ratings wheneverthey are available.

Viohalco companies insure significant portion of their receivables in order to be secured in case of default. As at 31 December 2021, 77% of the balances owed by 3rd parties were insured.

The movement in impairment of trade and other receivables and contract assets is as follows:

Amounts in EUR thousands Trade & other
receivables
2021
Contract
assets
Total Trade & other
receivables
2020
Contract
assets
Total
Balance as at 1 January 71,693 143 71,836 73,215 115 73,330
Impairment loss recognized 2,999 175 3,173 2,027 48 2,075
Amounts written off -8,454 0 -8,454 -1,078 0 -1,078
Impairment loss reversed -476 0 -476 -558 -21 -578
Foreign exchange differences 1,776 0 1,776 -1,914 0 -1,913
Reclassification -225 0 -225 0 0 0
Balance as at 31 December 67,313 318 67,630 71,693 143 71,836

The allowance for expected credit losses for trade receivables and contract assets are calculated at individual level when there is an indication of impairment. For receivables and contract assets without any indication of impairment the expected credit losses are based on the historical credit loss experience combined with forward-looking information in macroeconomic factors effecting the credit risk, such as country risk and customers' industry related risks. Expected loss rates are updated at every reporting date.

In 2021, the impairment loss recognized concerns mainly clients in steel, aluminium and copper segment while amounts that have been impaired mainly in copper and steel segments where written off. On the contrary, a reversal of impairment loss was recorded as a result of the improvement of the expected loss rates of major clients.

The following collateral exists for securing non-insured receivables from customers and contract assets:

Amounts in EUR thousands 2021 2020
Cash collateral 1,076 3,448
Letter of credit 10,674 11,740
Collateral on property 2,037 2,037
Payables which can be offset by receivables 11,441 7,248
Other 3,253 2,029
Total 28,480 26,502

(b) Cash and cash equivalents

Viohalco and its subsidiaries held cash and cash equivalents of EUR 503 million at 31 December 2021 (2020: EUR 219 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated from A3 to Caa1 based on ratings of Moody's.

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. Viohalco considers that its cash and cash equivalents have low credit risk based on the credit assessment performed.

C.2. Liquidity risk

Liquidity risk is the risk that Viohalco companies will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The approach to manage liquidity is to ensure, as much as possible, that they will have sufficient liquidity to meet their liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to their reputation.

In order to avoid liquidity risks, Viohalco companiesaim to maintain the level of their cash and cash equivalents at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next quarter days. They also monitor the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables.

This excludes the potential impact of extreme circumstances that cannot reasonably be predicted.

Viohalco's subsidiary Steelmet SA, provides support services to other subsidaries, when agreeing financing terms with credit institutions in Greece and other countries.

Exposure to liquidity risk

Financial liabilities and derivatives based on contractual maturity are broken down as follows:

Carrying Amount < 1year 1-2 years 2-5 years > 5 years Total
927,683
1,391,132
46,644
11,149
61,448
1,111,420
3,371,513 2,056,128 626,524 569,593 3,549,477
911,208
1,231,031
45,335
11,149
61,371
1,111,420
731,748
150,965
11,728
7,563
61,448
1,092,676
50,791
226,495
10,245
3,205
0
6,497
297,232
123,419
490,837
9,083
0
0
3,184
21,725
522,835
15,589
382
0
9,063

2021

2020

Amounts in EUR thousands Carrying Amount < 1year 1-2 years 2-5 years > 5 years Total
Liabilities
Bank loans 889,604 632,215 63,598 156,812 51,732 904,356
Bond issues 858,391 126,178 306,657 428,278 81,781 942,895
Lease liabilities 52,211 11,832 12,160 28,750 2,090 54,833
Derivatives 6,547 6,278 270 0 0 6,547
Contract liabilities 54,021 54,103 0 0 0 54,103
Trade and other payables 775,297 780,469 6,868 3,330 1,133 791,800
2,636,072 1,611,075 389,552 617,171 136,736 2,754,533

Viohalco companies have syndicated loans that contain certain financial covenants. The ratios most commonly used are 'Total liabilities / Total equity', 'Net debt / Total sales' and 'Current assets / Current liabilities'. A future breach of covenants may require the companies to repay the loans earlier than indicated in the above table. Under the agreement, the covenants are monitored on regular basis and regularly reported to companies' management to ensure compliance with the agreements.

C.3. Market risk

Market risk is the risk that changes in the market prices – such as commodity prices, foreign exchange rates and interest rates - will affect Viohalco and its companies income or the value of their financial instruments. Viohalco's companies use derivatives to manage market risk.

All such transactions are carried out through Steelmet S.A. Generally, the companies seek to apply hedge accounting to manage volatility in profit or loss.

(a) Currency risk:

Viohalco and its companies are exposed to currency risk in relation to the sales and purchases carried out and the loans issued in a currency other than the functional currency of Viohalco and its companies, which is mainly EUR. The most important currencies in which these transactions are held are mainly EUR, USD and GBP.

Over time, Viohalco's companies hedge the greatest part of their estimated exposure to foreign currencies in relation to the anticipated sales and purchases, as well as to the receivables and liabilities in foreign currency. Viohalco's companies enter mainly into forward contracts with external counterparties so as to deal with the risk of the exchange rates varying, which mainly expire within less than a year from the reporting date. When deemed necessary, these contracts are renewed upon expiry. As the case may be, the foreign exchange risk may also be covered by taking out loans in the respective currencies.

Loan interest is denominated in the same currency with that of cash flows, which arises from the Viohalco's companies' operating activities.

The investments of Viohalco and its companies in their subsidiaries are not hedged, because these exchange positions are considered to be longterm and have been made mainly in Euro.

The summary quantitative data about Viohalco and its companies' exposure to currency risk as reported is as follows.

Amounts in EUR thousands USD GBP BGN RSD RON Other Total at risk EUR Total
Trade and other receivables 70,522 24,868 33,598 5,661 32,395 10,245 177,288 453,562 630,850
Contract assets 0 0 0 0 0 0 0 101,371 101,371
Loans and borrowings -14,441 -36,467 -1,718 -31 -6,930 -7,315 -66,901 -2,120,672 -2,187,573
Trade and other payables -110,971 -23,080 -55,155 -556 -17,045 -947 -207,754 -903,666 -1,111,420
Contract Iiabilities -719 0 -1,511 -49 -1,001 -4,848 -8,129 -53,243 -61,371
Cash & cash equivalents 28,422 5,488 5,131 462 3,243 308 43,054 460,213 503,267
-27,188 -29,191 -19,655 5,486 10,662 -2,557 -62,442 -2,062,434 -2,124,876
Derivatives for risk hedging (Nominal Value) -61,934 -26,026 0 0 0 0 -87,960 0 -87,960
Exposure -89,122 -55,217 -19,655 5,486 10,662 -2,557 -150,402 -2,062,434 -2,212,836

2021

2020

Amounts in EUR thousands USD GBP BGN RSD RON Other Total at risk EUR Total
Trade and other receivables 47,491 10,834 19,184 2,051 19,768 8,353 107,681 350,128 457,809
Contract assets 0 0 0 0 0 0 0 68,517 68,517
Loans and borrowings -5,033 -8,724 -5,477 0 -6,131 -9,671 -35,036 -1,765,171 -1,800,207
Trade and other payables -65,286 -19,526 -44,230 -639 -12,706 -1,401 -143,789 -631,508 -775,297
Contract Iiabilities -3,759 0 -415 -943 -1,492 -37 -6,646 -47,374 -54,021
Cash & cash equivalents 25,999 9,969 4,109 1,082 2,974 1,001 45,134 174,027 219,161
-588 -7,446 -26,829 1,551 2,412 -1,756 -32,656 -1,851,382 -1,884,039
Derivatives for risk hedging (Nominal Value) -21,627 -21,439 0 0 0 0 -43,066 21,300 -21,766
Exposure -22,216 -28,885 -26,829 1,551 2,412 -1,756 -75,722 -1,830,082 -1,905,804

"Derivatives for risk hedging" includes also derivatives that relate to highly probable transactions, which have not been yet recognized as assets or liabilities in the consolidated statement of financial position. Euro denominated amounts are included for totals' reconciliation purposes.

The following exchange rates have been applied during the year.

Average exchange rate Year end spot rate
2021 2020 2021 2020
USD
GBP
BGN
1.18
0.86
1.96
1.14
0.89
1.96
1.13
0.84
1.96
1.23
0.90
1.96
RSD 117.57 117.58 117.58 117.58
ROΝ 4.92 4.84 4.95 4.87

Viohalco is primarily exposed to changes of Euro against US dollar, pound sterling, Serbian Dinar and RON. A reasonably possible strengthening (weakening) of Euro against these currencies as at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. The Bulgarian currency LEV is not analysed below due to its fixed currency rate at 1.96 BGN/EUR.

Profit or loss Equity, net of tax
Amounts in EUR thousands EUR Strengthening EUR Weakening EUR Strengthening EUR Weakening
2021
USD (10% movement) 8,920 -8,920 13,751 -13,751
GBP (10% movement) 6,337 -6,337 8,367 -8,367
RSD (10% movement) -428 428 -428 428
RON (10% movement) -832 832 -832 832
2020
USD (10% movement) 1,070 -1,070 1,688 -1,688
GBP (10% movement) 2,195 -2,195 2,195 -2,195
RSD (10% movement) -118 118 -118 118
RON (10% movement) -183 183 -183 183

(b) Interest rate risk:

Viohalco's subsidiaries during the prolonged low interests period have adopted a flexible policy of ensuring that between 0% and 20% of its interest rate risk exposure is at a fixed rate. This is achieved mostly by borrowing at a floating rate and in certain circumstances by entering into fixed–rate instruments. The interest rate profile of Viohalco companies' interest-bearing financial instruments, as reported is as follows.

Nominal amount

Amounts in EUR thousands 2021 2020
Fixed-rate instruments
Financial assets
Financial liabilities
0
-326,704
3,975
-103,359
Variable-rate instruments
Financial liabilities
-1,860,868 -1,614,903

Fixed-rate instruments

Viohalco does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Viohalco currently uses derivatives (interest rate swaps) as hedging instruments under a cash flow hedge accounting model.

Sensitivity analysis for variable-rate instruments

A reasonably possible change of 0.25% in interest rates of variable-rate instruments at the reporting date would have increased/ decreased (-) profit or loss by the amount shown below. This analysis assumes that all other variables, in particular foreign currency exchange rate, remain constant.

Variable rate Profit or loss
Amounts in EUR thousands 0.25% increase 0.25% decrease
2021
Financial liabilities -449 452
Cash flow sensitivity (net) -449 452
2020
Financial liabilities -3,928 3,928
Cash flow sensitivity (net) -3,928 3,928

(c) Cash flow hedges

The following table indicates the periods in which the cash flows associated with cash flow hedges are expected to occur:

Carrying amount
Amounts in EUR thousands at 31 December 2021 1-6 months 6-12 months More than 1 year 31 December 2021
Interest rate Swaps
Liabilities 382 382 0 0 382
Forwards
Assets 760 732 28 0 760
Liabilities 2,071 2,035 36 0 2,071
Future contracts
Assets 7,670 7,564 107 0 7,670
Liabilities 5,062 5,077 -14 0 5,062
Commodity Swaps
Assets 6,663 3,087 3,576 0 6,663
Liabilities 3,205 0 0 3,205 3,205
25,813 18,876 3,732 3,205 25,813
Amounts in EUR thousands Carrying amount
at 31 December 2020
1-6 months 6-12 months More than 1 year 31 December 2020
Interest rate Swaps
Liabilities 1,026 0 0 1,026 1,026
Forwards
Assets 1,619 1,576 43 0 1,619
Liabilities 516 466 51 0 516
Future contracts
Assets 5,188 3,984 1,139 64 5,188
Liabilities 4,583 4,591 -8 0 4,583
12,932 10,617 1,225 1,090 12,932

The table below provides information about the items designated as cash flow hedging instruments during the year and also as at 31 December 2021 and the reconciliation of hedging reserve. Based on their nature, hedging instruments are included in Derivatives assets and Derivatives liabilities in consolidated statement of financial position.

2021

Amounts in EUR thousands Nominal
Amount
Carrying amount Balance 1
January
2021
Changes in the
value of the
hedging
instrument
recognised
Amount
reclassified
from
hedging
reserve to
in OCI profit or loss
Other
movements
Effect of
movement
in
exchange
rates
Balance
31
December
2021
Assets Liabilities
Forward foreign exchange contracts 101,239 760 -2,071 1,103 -1,461 -1,079 0 127 -1,311
Future contracts 86,383 7,670 -5,062 605 2,843 -634 -230 25 2,608
Interest rate swap contracts
Commodity swap contracts
21,300
28,886
0
6,663
-382
-3,205
-1,026
0
0
3,458
0
0
644
0
0
0
-382
3,458
237,807 15,093 -10,720 682 4,839 -1,713 414 152 4,373

2020

Amounts in EUR thousands Nominal
Amount
Carrying amount
Balance 1
January
2020
Changes in the
value of the
hedging
instrument
recognised
Amount
reclassified
from
hedging
reserve to
in OCI profit or loss
Other
movements
Effect of
movement
in
exchange
rates
Balance
31
December
2020
Assets Liabilities
Forward foreign exchange contracts 50,197 1,619 -516 72 693 218 0 120 1,103
Future contracts 51,344 5,188 -4,583 -2,537 1,481 1,639 0 21 605
Interest rate swap contracts 21,300 0 -1,026 -172 0 0 -853 0 -1,026
122,841 6,807 -6,125 -2,637 2,174 1,857 -853 141 682

(d) Commodity price risk

The commodity markets experience continuous price fluctuations. Viohalco companies minimize their exposure to commodity price volatility by using hedging instruments, when possible.

Viohalco companies are exposed to the fluctuation of aluminium, copper, zinc, lead and nickel. In order to minimize the effect of the metal price fluctuations on their results, companies use back to back matching of purchases and sales or derivative instruments (future contracts).

As at 31 December 2021, the derivative net balance of future contracts per commodity as reported in the statement of financial position is:

Amounts in EUR thousands 2021 2020
Aluminium 975 2,828
Copper 1,658 -2,162
Lead -25 -58
Nickel 0 -4
Total 2,608 605

In addition, during 2021, Viohalco subsidiaries started using Commodity Swaps referenced on the Title Transfer Facility (TTF) prices to hedge the risk of fluctuations in natural gas prices from market conditions. As at 31 December 2021, the derivative net balance these contracts as reported in the statement of financial position is EUR 4.6 million.

These hedges are designated in a cash flow hedge accounting relationship.

C.4. Business and Operational Risk Management

There were no changes in Viohalco companies' business and operational risk management objectives and policies during 2021.

Viohalco companies follows closely and continuously both international and domestic developments and timely adapt their business strategy and risk management policies in order to minimize the operational impact of macroeconomic conditions.

31. Impact of Covid-19 pandemic

The Covid-19 pandemic has had a limited impact on the financial performance of Viohalco companies during 2021. The health and safety of Viohalco companies' employees is of the highest priority for the Executive Management, which continues to closely monitor the situation, observing national and local authority guidelines and ensuring an undisrupted supply chain. Since the beginning of the Covid-19 outbreak, Viohalco Management has put in place a multi-faceted action plan to mitigate negative effects and focusing on the following pillars:

  • Workforce protection, to avoid production interruptions;
  • Operational stability and customer engagement;
  • Continuity of the supply chain;
  • Sufficient liquidity;
  • Commercial resilience (both sales & orders).

The measures introduced were successfully implemented at all sites, and until now all the production plants are in undisrupted operation. Production continuity was maintained, while health and safety measures were enforced. Raw material supply was safeguarded and companies faced no shortage whatsoever in all critical inputs.

The net incremental costs - including any reliefs provided by local legislation because of measures taken due to the pandemic - incurred due to the coronavirus outbreak amounted to EUR 1,449 thousand (2020: EUR 4,837 thousand). Such cost includes temporary premium payments to compensate employees for performing their normal duties at increased personal risk, charges for cleaning and disinfecting facilities more thoroughly and more frequently, medical equipment, nursery staff and other expenses directly associated with the coronavirus Covid-19 pandemic.

32. Subsidiaries

Viohalco's subsidiaries and the percentages of financial interest held by the parent company at the end of the reporting period are as follows:

Subsidiary companies Country Financial interest 2021 Financial interest 2020
AEIFOROS S.A. GREECE 98.11% 98.94%
AEIFOROS BULGARIA S.A. BULGARIA 98.11% 98.94%
ALURAME SPA ITALY 91.59% 93.45%
ANOXAL S.A. GREECE 84.78% 91.44%
AΝΑΜΕΤ DOO SERBIA 97.54% 98.62%
AΝΑΜΕΤ S.A. GREECE 97.54% 98.62%
AΝΤΙΜΕΤ S.A. GREECE 100.00% 100.00%
AΤΤΙΚI S.A. GREECE 75.00% 75.00%
BASE METALS S.A. TURKEY 69.15% 70.55%
BRIDGNORTH LTD U.K. 75.00% 75.00%
CABLEL WIRES S.A. GREECE 84.78% 91.44%
CENERGY HOLDINGS S.A. BELGIUM 79.78% 79.78%
HELLENIC CABLES AMERICA CO. USA 79.78% -
CLUJ INTERNATIONAL TRADE SRL ROMANIA 91.59% 100.00%
CORINTH PIPEWORKS S.A. GREECE 79.78% 79.78%
CPW AMERICA Co USA 79.78% 79.78%
DE LAIRE LTD CYPRUS 79.78% 79.78%
DIO PERNIK EOOD BULGARIA 98.11% 98.94%
DIA.VI.PE.THI.V S.A. GREECE 91.54% 92.92%
DOJRAN STEEL LLCOP NORTH MACEDONIA 100.00% 100.00%
ELVAL COLOUR S.A. GREECE 84.78% 91.44%
ELVAL COLOUR IBERICA S.A. SPAIN 84.78% 91.44%
ELVALHALCOR S.A. GREECE 84.78% 91.44%
ELVIOK S.A (former ELVALHALCOR CONSULTING SA) GREECE 84.78% 91.44%
ELΚΕΜΕ S.A. GREECE 84.40% 90.57%
EPIRUS METALWORKS S.A. GREECE 84.78% 91.42%
ERGOSTEEL S.A. GREECE 89.12% 91.08%
ERLIKON S.A. GREECE 100.00% 100.00%
ETEM ALBANIA S.A. ALBANIA 88.79% 100.00%
ETEM BULGARIA S.A. BULGARIA 100.00% 100.00%
ETEM BG S.A. BULGARIA 88.79% 100.00%
ETEM GESTAMP EXTRUSIONS S.A. BULGARIA 51.00% 51.00%
EΤΕΜ COMMERCIAL S.A. GREECE 87.82% 100.00%
ETEM SCG SERBIA 88.79% 100.00%
EΤΕΜ SYSTEMS LLC UKRAINE 88.79% 100.00%
EΤΕΜ SYSTEMS SRL ROMANIA 88.79% 100.00%
EΤIL S.A. GREECE 100.00% 100.00%
FITCO S.A. GREECE - 91.44%
FLOCOS S.A. GREECE 100.00% 100.00%
FULGOR S.A. GREECE 79.78% 79.78%
GENECOS S.A. FRANCE 91.59% 93.45%
HELLENIC CABLES S.A. GREECE 79.78% 79.78%
HELLENIC CABLES TRADING CO. USA 79.78% 79.78%
HUMBEL LTD CYPRUS 79.78% 79.78%
ICME ECAB S.A. ROMANIA 79.76% 78.66%
INOS BALCAN DOO SERBIA 97.54% 98.62%
IWM S.A. BULGARIA - 98.94%
INTERNATIONAL TRADE S.A. BELGIUM 91.59% 93.45%
JOSTDEX LIMITED CYPRUS 100.00% 100.00%
LESCO ROMANIA S.A. ROMANIA 51.86% 51.86%
LESCO EOOD BULGARIA 79.78% 79.78%
METAL AGENCIES LTD U.K. 91.59% 93.45%
METALCO S.A. BULGARIA 100.00% 100.00%
METALIGN S.A. BULGARIA 100.00% 100.00%
Subsidiary companies Country Financial interest 2021 Financial interest 2020
METALLOURGIA ATTIKIS S.A. GREECE 50.00% 50.00%
METALLOURGIA ATTIKIS PROPERTIES S.A. GREECE 50.00% -
NOVAL PROPERTY REIC GREECE 87.29% 87.34%
NOVOMETAL DOO NORTH MACEDONIA 97.54% 98.62%
PORT SVISHTOV WEST S.A. BULGARIA 73.09% 73.09%
PRAKSIS S.A. GREECE 61.00% 61.00%
PRAKSIS BG S.A. BULGARIA 61.00% 61.00%
REYNOLDS CUIVRE S.A. FRANCE 91.59% 93.45%
ROULOC S.A. GREECE 84.78% 91.44%
SIDEBALK STEEL DOO SERBIA 100.00% 100.00%
SIDENOR INDUSTRIAL S.A. GREECE 100.00% 100.00%
SIDERAL SHRK ALBANIA 99.92% 99.95%
SIDEROM STEEL SRL ROMANIA 100.00% 100.00%
SMARTREO PYT LTD AUSTRALIA - 99.00%
SOFIA MED AD BULGARIA 86.37% 92.33%
SOVEL S.A. GREECE 92.95% 92.95%
STEELMET CYPRUS LTD CYPRUS 89.12% 91.08%
STEELMET PROPERTIES S.A. GREECE 89.12% 91.08%
STEELMET ROMANIA S.A. ROMANIA 91.59% 93.45%
STEELMET S.A. GREECE 89.12% 91.08%
STOMANA INDUSTRY S.A. BULGARIA 100.00% 100.00%
STOMANA ENGINEERING SA (former SIGMA IS SA) BULGARIA 100.00% 100.00%
SYMETAL S.A. GREECE 84.78% 91.44%
TECHOR S.A. GREECE 84.78% 91.44%
TECHOR ROMANIA S.A. ROMANIA 84.78% 91.44%
TEPROMKC AG GERMANY 91.59% 93.45%
TERRA MIDDLE EAST AG GERMANY 91.59% 93.45%
TΕΚΑ SYSTEMS S.A. GREECE 85.72% 50.01%
VEPAL S.A. GREECE 84.78% 91.44%
VIENER S.A. GREECE 93.70% 96.46%
VIEXAL S.A. GREECE 95.94% 97.72%
VIOMAL S.A. GREECE 63.58% 68.58%
VITRUVIT S.A. GREECE 99.75% 99.86%
WARSAW TUBULARS TRADING SP.ZO POLAND 79.78% 79.78%

The ultimate controlling entity is Viohalco S.A. for all the above entities. Viohalco does exercise control, by holding the majority of the voting rights, directly and/or indirectly and these entities are reported as subsidiary companies.

The percentages reported on the above table represent the financial interest held directly and indirectly by Viohalco. For example, if Viohalco holds 70% of company A and company A holds 70% of company B, then in the table above it will be presented that Viohalco holds 49% of financial interest in company B.

Transactions that took place in 2021

Acquisition of NCI

• During 2021, Viohalco acquired further 26,78% of its subsidiary Teka Systems share capital, in consideration of EUR 7.5 million and after the cancellation of Teka System own shares, the percentage of participation was formed at 85.72% (31 December 2021: 50.01%).

Increase of NCI

• In April 2021, Viohalco has completed the placement of 25 million shares of its subsidiary ElvalHalcor, representing the 6.66% of the company's share capital, in consideration of EUR 50 million. Following the aforementioned placement, Viohalco's participation in ElvalHalcor paid up share capital amounts to 84.78%, decreased from 91.44%.

Mergers & Absorptions

• In July 2021, Viohalco subsidiary Fitco was absorbed by ElvalHalcor.

New subsidiaries establishment

• In December 2021, a new Greek based subsidiary, Mettalourgia Attikis Properties, was established of after the partial spin off of Real Estate activity of Metallourgia Attikis SA, operating in the Real Estate segment.

  • In December 2021, the subsidiary Hellenic Cables America Co. was renamed to Hellenic Cables Trading Co.
  • During 2021, Viohalco, established C-Energy Americas Co., a wholly owned subsidiary in the USΑ. On January 6, 2022, the subsidiary C-Energy Americas Co. was renamed to Hellenic Cables Americas Co.

Other major transactions

  • In January 2021, the Board of Directors of ElvalHalcor granted a special permission for the conclusion of a transaction with a related party, to fully cover the share capital increase of " Etem Commercial S.A." of a total amount of EUR 24,316,420. After the transaction the direct holding percentage of Viohlaco to Etem Commercial S.A. was formed at 20%.
  • In February 2021, the share capital increase of EUR 18.8 million of Viohalco Subsidiary Etem BG S.A. was completed, that was entirely covered by Viohalco subsidiary Etem Commercial S.A., following the decision of Etem BG. S.A. General meeting on 31.12.2020. After the transaction the direct holding percentage of participation of Etem Commercial to Etem BG S.A. was formed at 92%.

33. Joint operations

Viohalco's subsidiary Hellenic Cables has a 62.48% interest in a joint arrangement called VO Cablel VOF, which was set up as a partnership together with Van Oord. The scope of this joint operation scheme is to supply and install sea and land cables for the Hollandse Kust (South) Alpha project and Hollandse Kust (South) Beta project. The principal place of business of the joint operation is in the Netherlands.

Hellenic Cables has a 50.77% interest in a joint arrangement called DEME Offshore NL - Hellenic Cables V.O.F., which was set up as a partnership together with Tideway. The scope of this joint operation scheme is to execute a turnkey contract for the supply and installation of submarine cables for the connection of the Seamade offshore wind project to the Belgian grid. The principal place of business of the joint operation is in Belgium.

Viohalco's subsidiary Fulgor has a 10% interest in a joint arrangement called Fulgor – JDN Consortium, which was set up as a partnership together with Jan De Nul. The scope of this joint operation scheme is to execute a turnkey contract for the installation of submarine cables for the interconnection Crete-Peloponnese in Greece. The principal place of business of this joint operation is in Greece.

Fulgor has a 71.09% interest in a joint arrangement called Fulgor – Asso.subsea Ltd Consortium, which was set up as a partnership together with Asso.subsea Ltd. The scope of this joint operation scheme is to execute a turnkey contract for the design, manufacturing, supply and installation of the 150 kV submarine cable system connecting the under construction 330 MW Kafireas II Wind Farm to Greece's mainland grid. The principal place of business of this joint operation is in Greece.

The above joint operations were formed during prior years.

The agreements in relation to the VO Cablel VOF, Fulgor – JDN Consortium and DEME Offshore NL - Hellenic Cables V.O.F. require unanimous consent from all parties for all relevant activities. The two partners have direct rights to the assets of the partnership and are jointly and severally liable for the liabilities incurred by the partnership. These entities are therefore classified as joint operations and the Group recognises its direct right to the jointly held assets, liabilities, revenues and expenses as described in note 5.

34. Non-controlling interests

The following table summarises the information relating to each of the subsidiaries that have material NCI (at sub-group level in the cases of Cenergy, ElvalHalcor, Sidenor) before any intra-group elimination.

2021

Intragroup
Amounts in EUR thousands Cenergy ElvalHalcor Sidenor Bridgnorth Other eliminations Total
NCI percentage 20.22% 15.22% 0.00% 25.00%
Non-current assets 549,423 975,185 303,121 77,487
Current assets 646,185 1,107,514 399,056 149,518
Non-current liabilities 244,017 748,752 251,366 6,427
Current liabilities 684,392 647,843 400,441 111,108
Net Assets 267,199 686,104 50,371 109,470
Attributable to NCI by the companies 35 16,724 37,467 0
Net attributable to the equity holders & NCI of Viohalco 267,164 669,380 12,904 109,470
Attributable to NCI by parent Company 54,021 101,880 0 27,368
Carrying amount of NCI 54,056 118,604 37,467 27,368 43,535 -40,060 240,969
Revenue 1,054,203 2,889,696 726,333 322,697
Profit / Loss (-) 20,915 152,622 56,896 -5,829
Other comprehensive income 514 2,508 -170 6,913
Total comprehensive income 21,429 155,130 56,727 1,084
Attributable to NCI by the companies 1 2,560 12,658 0
Net attributable to the equity holders & NCI of Viohalco 21,428 152,569 44,069 1,084
Attributable to NCI by Viohalco 4,333 23,221 0 271
Total OCI of NCI 4,334 25,781 12,658 271 3,825 -20,189 26,681
Cash flows from operating activities 112,514 24,577 33,603 -30,468
Cash flows from investing activities -43,757 -169,242 -14,629 -8,261
Cash flows from financing activities -20,494 202,003 1,389 41,392
Net increase/ decrease (-) in cash and cash equivalents 48,263 57,339 20,364 2,663

2020*

Intragroup
Amounts in EUR thousands Cenergy ElvalHalcor Sidenor Bridgnorth Other eliminations Total
NCI percentage (at parent company level) 20.22% 8.56% 0.00% 25.00%
Non-current assets 529,772 878,333 304,798 72,117
Current assets 473,103 797,393 281,904 91,458
Non-current liabilities 239,816 529,809 293,227 5,468
Current liabilities 517,289 523,993 299,831 49,721
Net Assets 245,770 621,924 -6,356 108,386
Attributable to NCI by the companies 287 10,493 24,809 0
Net attributable to the equity holders & NCI of Viohalco 245,483 611,430 -31,165 108,386
Attributable to NCI by parent Company 49,637 52,338 0 27,097
Carrying amount of NCI 49,923 62,832 24,809 27,097 46,190 -34,922 175,929
Revenue 908,417 2,028,569 469,627 192,064
Profit / Loss (-) 24,376 29,614 -11,994 -196
Other comprehensive income -5,084 2,863 -207 -5,278
Total comprehensive income 19,292 32,477 -12,201 -5,474
Attributable to NCI by the companies -8 1,467 -709 0
Net attributable to the equity holders & NCI of Viohalco 19,300 31,009 -11,492 -5,474
Attributable to NCI by Viohalco 3,903 2,654 0 -1,369
Total OCI of NCI 3,895 4,122 -709 -1,369 3,757 -581 9,114
Cash flows from operating activities 158,575 83,353 18,378 9,634
Cash flows from investing activities -72,182 -123,883 -9,974 -6,351
Cash flows from financing activities -95,137 25,680 1,560 -3,422
Net increase/ decrease (-) in cash and cash equivalents -8,744 -14,850 9,964 -139

*Restated figures due to the retrospective application of change in the method of attributing benefit to periods of service (IAS 19) (see Note 5.23)

On April 29th 2021, Viohalco has completed the placement of 25 million shares of its subsidiary ElvalHalcor, representing the 6.66% of the company's share capital, in consideration of EUR 50 million. Following the aforementioned placement, Viohalco's participation in ElvalHalcor paid up share capital amounts to 84.78%, decreased from 91.44%

35. Leases

A. Leases as lessee

(a) Amounts recognised in the Statement of Financial Position

The Consolidated Statement of Financial Position shows the following amounts relating to leases:

Right of Use Assets

Amounts in EUR thousands 31 December 2021 31 December 2020
Land 345 367
Buildings 4,091 4,291
Machinery 18,786 23,083
Transportation equipment 10,744 10,665
Other equipment 323 92
Total Right-of-use assets 34,288 38,498

Lease liabilities

Amounts in EUR thousands 31 December 2021 31 December 2020
Current lease liabilities 10,696 10,935
Non-current lease liabilities 34,639 41,276
Total lease liabilities 45,335 52,211

Additions to the right-of-use assets during 2021 were EUR 6,276 thousands (2020: EUR 7,414 thousands).

(b) Amounts recognised in the Statement of profit or loss

The statement of profit or loss includes the following amounts relating to leases:

Amounts in EUR thousands 2021 2020
Depreciation charge of right-of-use assets
Plots 37 38
Buildings 911 843
Machinery 2,926 2,833
Transportation means 4,509 4,676
Other equipment 135 60
Total 8,518 8,450
Interest expense (included in finance cost) 2,076 2,374
Variable rental fees 730 1,131
Low value rental fees 461 362
Short term rental fees 4,111 3,956
Total 7,378 7,823

B. Leases as lessor

Viohalco and its companies in the real estate development sector lease out their investment properties (See note 19).

(a) Future minimum lease collections

At 31 December, the future minimum lease payments under non-cancellable leases were as follows.

Amounts in EUR thousands 2021 2020
Less than one year 16,658 15,001
Between one and two years 14,942 14,224
Between two and three years 14,551 10,897
Between three and four years 14,321 10,003
Between four and five years 12,955 9,400
More than five years 79,110 45,709
Total 152,537 105,234

(b) Amounts recognized in profit or loss

The figures below are related to investment property that has been recognised in the statement of profit or loss. Operating expenses relate mainly to maintenance cost.

Amounts in EUR thousands 2021 2020
Rental income from investment property 11,472 10,041
Direct operating expenses that do not generate rental income -61 -443

36. Commitments

A. Purchase commitments

The below mentioned commitments relate to contracts that Viohalco's subsidiaries have entered into, according to their investment plans and are expected to be concluded during the next 3 years.

Amounts in EUR thousands 2021 2020
Property, plant and equipment 20,383 19,308
Investment property 953 8,800
Intangible Assets 58 16

B. Guarantees

Amounts in EUR thousands 2021 2020
Liabilities
Guarantees to secure liabilities to suppliers 35,172 27,675
Guarantees for securing the good performance of contracts with customers 238,306 264,901
Guarantees for securing the good performance of contracts with suppliers 2,141 415

37. Contingent liabilities

A. Litigations & administrative reviews

Regarding Viohalco subsidiary, Corinth Pipeworks' exports of large diameter welded pipe (LDWP) to the US for the periods April 2020 - April 2021 and April 2021 - April 2022, additional administrative reviews from the US Department of Commerce (DoC) are expected. Νo provision has been recorded in respect to these administrative reviews due to the following facts:

  • For the period April 2020 April 2021 there were no sales to the US subject to antidumping duties; thus, no additional charge is expected for that period.
  • For the period April 2021 April 2022 sales to the US subject to antidumping duties were not material. The outcome of such administrative review is considered as highly volatile and hard to predict, thus the amount of any arising liability cannot be reasonably estimated.

B. Contigent tax liabilities

The tax filings of the subsidiaries are routinely subjected to audit by tax authorities in most of the jurisdictions in which Viohalco and its companies conduct business. These audits may result in assessments of additional taxes. Viohalco and its subsidiaries provide for additional tax in relation to the outcome of such tax assessments, to the extent that a liability is probable and estimable.

Viohalco companies believe that their accruals for tax liabilities are adequate for all open tax years based on their assessment of underlying factors, including interpretations of tax law and prior experience.

38. Related parties

A. Equity-accounted investees and other related parties

The following transactions have been made with equity-accounted investees and other related parties.

Amounts in EUR thousands 2021 2020
Sale of goods/ services
Associates 96,281 61,380
Joint ventures 34,516 22,946
130,798 84,326
Sale of fixed assets
Joint ventures 198 9,898
198 9,898
Purchases of goods / services
Associates 10,639 7,067
Joint ventures 2,335 2,530
12,974 9,596
Purchase of fixed assets
Associates 13,351 23
Joint ventures 26 0
13,377 23

Closing balances that arise from sales/purchases of goods, services, fixed assets, etc.:

Amounts in EUR thousands 2021 2020
Receivables from related parties
Associates 37,625 31,118
Joint ventures 10,025 13,407
47,651 44,525
Contract assets to related parties
Associates 90 40
Joint ventures 42 0
132 40
Liabilities to related parties
Associates 3,543 5,165
Joint ventures 1,263 1,319
4,806 6,485
Contract liabilities to related parties
Joint ventures 8 37
8 37

The outstanding balances from related parties are secured and the settlement of those balances is expected to be performed in cash during the following year, since the balances concern only short-term receivables and payables.

Services to and from related parties as well as sales and purchases of goods are carried out in accordance with the price lists applying to non-related parties. During 2021, services of EUR 180 thousand (2020: EUR 180 thousands) acquired from entities that are controlled by members of the key management personnel.

B. Key management personnel compensation

The table below provides an overview of the transactions with Board members and executive management:

Amounts in EUR thousands 2021 2020
Compensation to BoD members and executives 5,430 5,652

The compensation to directors and executive management in the table above are fixed compensation. No variable compensation, post-employment benefits or share based benefits were paid in 2021 and in 2020.

39. Auditor's fees

The Company's statutory auditor (PwC Reviseurs d'Entreprises SRL/ Bedrijfsrevisoren BV) and a number of other member firms of the auditor's network, received fees for the following services:

For year ended 31 December
Amounts in EUR thousands 2021 2020
Statutory Auditor
Audit 366 296
Tax related services 73 0
439 296
Statutory Auditor Network
Audit 952 1,212
Tax related services 201 16
Other services 232 19
1,385 1,248
Total 1,824 1,543

40. Subsequent events

  • On January 13th, 2022, Viohalco subsidiary, ElvalHalcor, participated in the share capital increase of the joint venture NedZink BV with EUR 1.5 million, maintaining its share to 50%. In addition, on February 28th, 2022, the loan balance of EUR 1.25 million was converted to share capital. - On February 8th, 2022, the US Department of Commerce (DoC) published its final results in the administrative proceedings conducted by the
  • DoC for the period from April 19, 2019 through April 30, 2020 ("POR") in connection with an antidumping ("AD") order on large diameter welded pipe (LDWP) from Greece. As a result, the DoC determined for the POR an antidumping duty rate of 41.04 percent based on total adverse facts available (AFA) for mandatory respondent Corinth Pipeworks, Viohalco steel pipes segment.

Despite the lengthy process of the administrative review involving the supply of extremely detailed data sets on Corinth Pipeworks' commercial practices for the POR under scrutiny, as well as all reasonable estimations made throughout 2021 on the size, if any, of a possible AD duty rate, the DoC concluded on such a high AD duty rate.

Corinth Pipeworks intends to file an appeal before the U.S. Court of International Trade against the decision of the DoC while continuing to actively work with the DoC in order to reverse the final determination. Viohalco considers that there will be no material impact on the business of its subsidiary Corinth Pipeworks, as the latter strongly follows a geographically diversified commercial policy and the USA market does not presently constitute its core market. The one-off, additional provision charge on Viohalco annual consolidated economic results from a retrospective implementation of the AD duty rate and reaches ca. EUR 12.8 million (USD 14 million plus interest).

  • The Ukraine conflict which began in February 2022 may cause increased market volatility and disruptions to many aspects of global economy during 2022. Although the impact of the crisis on Viohalco subsidiaries cannot be fully predicted, their overall exposure to Ukraine and Russia is limited and the consequences are not expected to have material impact on the business course. Sales exposure to these markets represents an insignificant portion of total turnover and any loss will be fully offset by demand in other markets. In order to mitigate potential disruption in supply chain, Viohalco companies have already initiated shifting the supply of raw materials currently sourced from Russia to alternative markets. In terms of financing, the companies have no exposure to Russian banks though they may see some impact on credit and transportation insurance.

Finally, although the conflict in Ukraine has accelerated global energy crisis already experienced since the second half of 2021, Viohalco's companies had already taken mitigating actions to reduce the business impact.

Viohalco and its companies are monitoring the situation closely and will modify their approach when it is required.

  • On March 17th, 2022, Viohalco's Board of directors decided to propose to the Ordinary General Shareholders' meeting to be held on 31.05.2022, the approval of a gross dividend of EUR 0.10 per share. Taking into account the gross interim dividend of EUR 0.01 per share paid in June 2021, a balance gross amount of EUR 0.09 per share will be payable following approval by the shareholders' meeting of this proposed resolution.
  • On March 17th, 2022, Viohalco's Board of directors approved the acquisition of 25% non-controlling interest in subsidiary Bridgnorth Aluminium in consideration of GBP 11 million. As a result, Viohalco's participation in Bridgnorth Aluminium amounts to 100%.

There are no other subsequent events affecting the consolidated financial statements.

Auditor's Report on the Consolidated Financial Statements

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF VIOHALCO SA ON THE CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2021

We present to you our statutory auditor's report in the context of our statutory audit of the consolidated accounts of Viohalco SA (the "Company") and its subsidiaries (jointly "the Group"). This report includes our report on the consolidated accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.

We have been appointed as statutory auditor by the general meeting d.d. 28 May 2019, following the proposal formulated by the board of directors and following the recommendation by the audit committee. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2021. We have performed the statutory audit of the Company's consolidated accounts for 3 consecutive years.

Report on the consolidated accounts

Unqualified opinion

We have performed the statutory audit of the Group's consolidated accounts, which comprise the consolidated statement of financial position as at 31 December 2021, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information, and which is characterised by a consolidated statement of financial position total of EUR 5,238,420 thousands and a profit attributable to owners of the company of EUR 194,994 thousands.

In our opinion, the consolidated accounts give a true and fair view of the Group's net equity and consolidated financial position as at 31 December 2021, and of its consolidated financial performance and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Statutory auditor's responsibilities for the audit of the consolidated accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the consolidated accounts in Belgium, including the requirements related to independence.

We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit.

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

Key audit matters

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

Key audit matter 1: Availability of financing resources and compliance with covenants

Description of the Key Audit Matter

The subsidiaries of the Group have significant non-current and current financial debts. The terms and conditions of the related financing agreements often include financial covenants that are to be complied with at each balance sheet date. Any breach in such financial covenants could result in its lenders exercising the right to claim early repayment of certain non-current and/or current financial debts. For these reasons, we considered the availability of financing resources and failure to comply with covenants as most significant to our audit.

Reference is made to Note 5: Significant accounting policies: Financial instruments and Note 26: Loans and Borrowings.

How our Audit addressed the Key Audit Matter

Our testing included, amongst others, an understanding of the financing agreements and the Group's procedures and controls in place both to ensure its compliance with the financial covenants and to understand the used and unused financing resources. We tested the calculation, performed by Management, of the financial

covenants related to the most significant financing agreements and assessed compliance with the terms and conditions stipulated therein. Furthermore, we evaluated both the presentation of the financial debts on the Consolidated Statement of Financial Position and the adequacy of the relevant disclosures in the Notes to the Consolidated Financial Statements.

We found the tested financial covenants to be complied with and company's disclosures of financial debts appropriate.

Key audit matter 2: Impairment of property, plant and equipment

Description of the key audit matter

The carrying value of the Group's property, plant and equipment amounts to EUR 2,089,107 housands at 31 December 2021.

In accordance with the International Financial Reporting Standards as endorsed by the EU (IFRS), the Company is required to perform an impairment assessment in respect of the property, plant and equipment when triggers for impairment are identified. We consider this matter to be of most significance to our audit because of the magnitude of the amount and because the determination of whether or not an impairment charge is necessary involves significant judgement in estimating the future results of the business.

Reference is made to Note 17: Property, plant and equipment.

How our audit addressed the key audit matter

We evaluated the appropriateness of the Group's accounting policies and assessed compliance with the policies in accordance with IFRS. In addition, we evaluated management's impairment assessment including the identified triggers for impairment and challenged impairment calculations by assessing the future cash flow forecasts used in the models, and the process by which they were drawn up, including comparing them to the latest budgets provided by management. We challenged, amongst others, the following:

  • Assumptions used in the Group's budget and internal forecasts and the long-term growth rates by comparing them to economic and industry forecasts;
  • The discount rate by assessing the cost of capital and other inputs including benchmarking with comparable organisations;
  • The historical accuracy of budgets to actual results to determine whether cash flow forecasts are reliable based on past experience;
  • The mechanics of the underlying calculations. In performing the above work, we utilized our internal valuation experts to provide challenge and external market data to assess the reasonableness of the assumptions used by management.

We evaluated the sensitivity analysis around the key drivers within the cash flow forecasts to ascertain the extent of change in those assumptions and also considered the likelihood of such a movement in those key assumptions arising.

Whilst recognizing that cash flow forecasting, impairment modelling and valuations are all inherently judgmental, we concluded that the assumptions used by management were within an acceptable range of reasonable estimates.

Responsibilities of the board of directors for the preparation of the consolidated accounts

The board of directors is responsible for the preparation of consolidated accounts that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated accounts that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated accounts, the board of directors is responsible for assessing 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 board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the consolidated accounts

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

In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the consolidated accounts in Belgium. A statutory audit does not provide any assurance as to the Group's future viability nor as to the efficiency or effectiveness of the board of directors' current or future business management at Group level. Our responsibilities in respect of the use of the going concern basis of accounting by the board of directors' are described below.

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

  • Identify and assess the risks of material misstatement of the consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
  • Conclude on the appropriateness of the board of directors' 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 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 statutory auditor's report to the related disclosures in the consolidated accounts 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 statutory auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
  • Evaluate the overall presentation, structure and content of the consolidated accounts, including the disclosures, and whether the consolidated accounts represent the underlying transactions and events in a manner that achieves fair presentation;
  • Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee 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 the audit committee 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 the audit committee, we determine those matters that were of most significance in the audit of the consolidated accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report on the consolidated accounts and the other information included in the annual report on the consolidated accounts.

Statutory auditor's responsibilities

In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report on the consolidated accounts and the other information included in the annual report on the consolidated accounts and to report on these matters.

Aspects related to the directors' report on the consolidated accounts and to the other information included in the annual report on the consolidated accounts

In our opinion, after having performed specific procedures in relation to the directors' report on the consolidated accounts, this directors' report is consistent with the consolidated accounts for the year under audit and is prepared in accordance with article 3:32 of the Companies' and Associations' Code.

In the context of our audit of the consolidated accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report on the consolidated accounts and the other information included in the annual report on the consolidated accounts, is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.

The non-financial information required by virtue of article 3:32, §2 of the Companies' and Associations' Code is included in the directors' report which is part of the section 'Non-financial information' of the annual report. The Company has prepared the non-financial information, based on the UN's Sustainable Development Goals (SDG's) reporting framework. However, in accordance with article 3:80, §1, 5° of the Companies' and Associations' Code, we do not express an opinion as to whether the non-financial information has been prepared in accordance with the UN's Sustainable Development Goals (SDG's) reporting framework as disclosed in the directors' report on the consolidated accounts.

Statement related to independence

• Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the

consolidated accounts, and our registered audit firm remained independent of the Group in the course of our mandate.

• The fees for additional services which are compatible with the statutory audit of the consolidated accounts referred to in article 3:65 of the Companies' and Associations' Code are correctly disclosed and itemized in the notes to the consolidated accounts.

European Uniform Electronic Format (ESEF)

We have also verified, in accordance with the draft standard on the verification of the compliance of the financial statements with the European Uniform Electronic Format (hereinafter "ESEF"), the compliance of the ESEF format with the regulatory technical standards established by the European Delegate Regulation No. 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation").

The board of directors is responsible for the preparation, in accordance with ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereinafter "digital consolidated financial statements") included in the annual financial report.

Our responsibility is to obtain sufficient appropriate evidence to conclude that the format and marking language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.

Based on the work we have performed, we believe that the format of and marking of information in the digital consolidated financial statements included in the annual financial report of Viohalco SA per 31 December 2021 comply in all material respects with the ESEF requirements under the Delegated Regulation.

Other statements

• This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.

Diegem, 20 April 2022

The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV Represented by

Marc Daelman Réviseur d'Entreprises / Bedrijfsrevisor

M. Declaration of responsible persons

Statement on the true and fair view of the consolidated financial statements and the fair overview of the management

In accordance with the article 12, §2, 3° of the Belgian Royal Decree of 14 November 2007, the members of the Executive Management, (i.e. Evangelos Moustakas, Ippokratis Ioannis Stassinopoulos, Efstratios Thomadakis, Panteleimon Mavrakis) declare that, on behalf and for the account of the Company, to the best of their knowledge:

  • a) the consolidated financial statements for the year ended 31 December 2021, which have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the Equity, Financial position and Financial Performance of the Company, and the entities included in the consolidation as a whole.
  • b) the management report on the consolidated financial statements includes a fair overview of the development and performance of the business and the position of the Company, and the entities included in the consolidation, together with the description of the main risks and uncertainties with which they are confronted.

N. Condensed Statutory Balance Sheet and Income Statement

In accordance with BCCA (Articles 3:17 and 3:36), the Company's annual accounts are presented hereafter in a condensed version, which does not include all the notes required by law or the Statutory Auditor's report. The full version of the Company's annual accounts that shall be deposited with the National Bank of Belgium, is available on the Company's website and can be obtained free of charge upon request.

The Statutory Auditor's report on the annual accounts was unqualified.

Statement of financial position

As at 31 December
Amounts in EUR thousands 2021 2020
Non- current assets 1,174,218 1,096,826
Start-up costs 0 57
Intangible assets 7 11
Tangible assets 18,625 19,083
Financial assets 1,153,373 1,075,462
Non-current receivables 2,214 2,214
Current assets 73,533 28,086
Current receivables 2,433 6,115
Short-term cash investment 65,000 20,000
Cash and cash equivalents 5,271 1,101
Accruals and deferred income 829 870
Total assets 1,247,751 1,124,912
Equity 1,216,931 1,117,479
Share capital 141,894 141,894
Share premium 528,113 528,113
Translation reserve 21,054 21,054
Other reserves 389,365 389,365
Retained earnings 136,506 37,053
Liabilities 30,820 7,434
Non-current payables 0 72
Current payables 30,451 7,032
Accrued charges and deferred income 368 330
Total equity and liabilities 1,247,751 1,124,912

Statement of Profit or Loss

Amounts in EUR thousands 2021 2020 Sales and services 761 435 Operating charges -7,337 -5,673 Services and other goods -4,971 -3,661 Remuneration, social security and pensions -1,155 -1,043 Depreciation and amounts written off on start-up costs, intangible and tangible assets -216 -413 Other operating charges -994 -556 Operating profit (loss) -6,576 -5,239 Finance income 143,464 17,407 Income from financial assets 122,475 14,022 Income from current assets 139 33 Non-recurring financial income 20,851 3,352 Finance charges -6,717 -2,125 Debt charges -4 -46 Other financial expenses -95 -2 Non-recurring financial charges -6,618 -2,077 Profit for the year before income taxes 130,171 10,042 Income tax expense -4,800 -1,499 Profit/Loss (-) 125,371 8,544

For the year ended 31 December

O. Glossary

The following explanations are intended to assist the general reader to understand certain terms used in this Annual Report. The definitions set out below apply throughout the annual report, unless the context requires otherwise.

ASTM American Society for Testing and Material
BCCΑ the Belgian Code of Companies and
Associations
Board of
Directors or
Board
the Board of Directors of the Company from
time to time appointed in accordance with the
Articles of Association
BS British Standards
DIN Deutsches Institut für Normung
EN European Norm
ISO 17025 General requirements for the competence of
testing and calibration laboratories
FSMA Financial Services and Market Authority, which
succeeded the Belgian Banking, Finance and
Insurance Commission as the financial
regulatory agency for Belgium on 1 April 2011
Gross annual
return
the gross annual return is calculated on the
share price it equals to (change in price from
January 1 to 31 December/share price on
January)
HVAC & R Heating, ventilation, air-conditioning and
refrigeration
IAS International Accounting Standards

IFRS International Financing Reporting Standards, as adopted by the EU JIS Japanese Industrial Standards LSAW Longitudinal Submerged Arc Welded Mill for the production of high-strength offshore and onshore energy pipes SD Trade Mark THN Mining profiles Transparency the law of 2 May 2007 on the disclosure of Law significant shareholdings in issuers whose securities are admitted to trading on a regulated market HFW high frequency induction welding unit HSAW helically submerged arc welding unit ERP application Enterprise resource planning application SBQ Special bar quality steel REIC Real Estate Investment Company PMO Project Management Office LV, MV & HV Low Voltage -Medium Voltage –Hi Voltage power cables cables UPN European Standard channels

The annual report, the full versions of the statutory and consolidated annual accounts, as well as the audit reports regarding said annual accounts are available on the website (www.viohalco.com)

Belgium Greece

Viohalco S.A. Viohalco S.A. – Greek Branch 30 Marnix Avenue, 16 Himaras Street, 1000 Brussels, 151 25 Maroussi, Athens

Belgium tel: Greece tel:

(+32) 2 224 09 11 (+30) 210 6861 111

www.viohalco.com

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