“TECHNICAL OLYMPIC”

GROUP OF COMPANIES"

ANNUAL FINANCIAL REPORT

For the period ended as at December 31, 2022

Under Article 4, Law 3556/2007

 
ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022  Page  1 
 
TABLE OF CONTENT   
Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS ................................................................................... 4 
Β. ANNUAL BOARD OF DIRECTOR’S MANAGEMENT REPORT ......................................................................................................... 5 
C.  Independent Auditor’s Report ................................................................................................................................................... 65 
 SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION........................................................................ 71 
 SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ................................................................ 72 
 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................... 75 
 SEPARATE STATEMENT OF CHANGES IN EQUITY .............................................................................................................. 77 
 SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS ....................................................................................... 79 
1.  General information  about the Company ............................................................................................................................... 80 
2.  Framework for preparation of financial statements and accounting principles ........................................................................... 82 
2.1.  Basis for Presentation ........................................................................................................................................................... 82 
2.2.  Basis for measurement ......................................................................................................................................................... 82 
2.3.  Presentation Currency........................................................................................................................................................... 83 
2.4.  Use of Estimates .................................................................................................................................................................. 83 
3.  New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective and have been adopted by 
the European Union .............................................................................................................................................................. 83 
4.  New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been applied yet or have not 
been adopted by the European Union .................................................................................................................................... 84 
5.  Significant accounting judgements, estimates and assumptions ............................................................................................... 87 
5.1.  Judgements, estimates and assumptions ............................................................................................................................... 87 
 Key Accounting Policies....................................................................................................................................................... 90 
1.  Segment Reporting .............................................................................................................................................................. 90 
2.  Group Structure ................................................................................................................................................................... 94 
3.  Foreign currency translation ............................................................................................................................................... 96 
4.  Property, plant and equipment ........................................................................................................................................... 96 
5.  Investment property ........................................................................................................................................................... 98 
6.  Right-of-use – Leases .......................................................................................................................................................... 99 
6.1.  Recognition and initial measurement of right-of-use assets ........................................................................................... 99 
6.2.  Initial measurement of lease liability................................................................................................................................. 99 
6.3.  Subsequent measurement of the right‐of‐use asset ...................................................................................................... 100 
6.4.  Subsequent measurement of lease liability .................................................................................................................... 100 
7.  Intangible assets .............................................................................................................................................................. 101 
8.  Impairment of non-current assets (intangible and tangible assets) ............................................................................ 101 
9.  Investments in subsidiaries (Separate Financial Statements) ...................................................................................... 102 
10.  Financial Instruments ...................................................................................................................................................... 102 
10.1. Recognition and derecognition ........................................................................................................................................ 102 
10.2. Classification and initial recognition of financial assets ................................................................................................ 103 
10.3. Subsequent measurement of financial assets ................................................................................................................ 103 
10.4. Impairment of financial assets ........................................................................................................................................ 104 
10.5. Classification and measurement of financial liabilities .................................................................................................. 105 
10.6. Offsetting financial assets and financial liabilities ......................................................................................................... 106 
11.  Inventories ........................................................................................................................................................................ 106 
12.  Cash and cash equivalents ............................................................................................................................................... 106 
13.  Share capital, reserves and distribution of dividends .................................................................................................... 107 
14.  Income tax & deferred tax ............................................................................................................................................... 108 
15.  Provisions for employee benefits due to retirement ...................................................................................................... 109 
16.  Government Grants .......................................................................................................................................................... 111 
17.  Provisions, Contingent Liabilities and Contingent Assets .............................................................................................. 111 

 
ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022  Page  2 
 
18.  Revenue recognition......................................................................................................................................................... 111 
19.  Non-current assets held for sale and discontinued operations ..................................................................................... 115 
 Reporting Segments ......................................................................................................................................................... 116 
1.  Reporting segments ......................................................................................................................................................... 116 
1.1.  Primary reporting segment - Business segments ........................................................................................................... 116 
1.2.  Secondary reporting segment - Geographical segments ............................................................................................... 119 
1.3.  Seasonality ........................................................................................................................................................................ 119 
1.4.  Revenue analysis .............................................................................................................................................................. 119 
 Notes to Financial Statements ......................................................................................................................................... 120 
1.  Self-used property, plant and equipment ....................................................................................................................... 120 
2.  Right-of-use assets........................................................................................................................................................... 122 
3.  Intangible assets .............................................................................................................................................................. 124 
4.  Investments in subsidiaries ............................................................................................................................................. 124 
5.  Investments in Associates ............................................................................................................................................... 126 
6.  Equity Instruments ........................................................................................................................................................... 126 
7.  Investment property ........................................................................................................................................................ 127 
8.  Other long-term receivables ............................................................................................................................................ 128 
9.  Inventory........................................................................................................................................................................... 128 
10.  Trade and other receivables............................................................................................................................................. 128 
11.  Other receivables .............................................................................................................................................................. 129 
12.  Financial assets at fair value through other comprehensive income ............................................................................ 130 
13.  Financial assets at fair value through profit or loss ....................................................................................................... 131 
14.  Cash and cash equivalents ............................................................................................................................................... 132 
15.  Equity................................................................................................................................................................................. 132 
16.  Deferred tax obligation .................................................................................................................................................... 134 
17.  Employee end-of-service obligations .............................................................................................................................. 135 
18.  Grants ................................................................................................................................................................................ 135 
19.  Financial liabilities ............................................................................................................................................................ 135 
20.  Other long-term liabilities ................................................................................................................................................ 137 
21.  Suppliers and other payables........................................................................................................................................... 137 
22.  Current tax obligations .................................................................................................................................................... 137 
23.  Liabilities from contracts with customers ....................................................................................................................... 137 
24.  Other short-term liabilities .............................................................................................................................................. 137 
25.  Operating expenses .......................................................................................................................................................... 137 
26.  Other income – expenses ................................................................................................................................................. 139 
27.  Financial income – expenses ........................................................................................................................................... 140 
28.  Income from dividends .................................................................................................................................................... 140 
29.  Income tax ........................................................................................................................................................................ 141 
30.  Results from discontinued operations............................................................................................................................. 141 
31.  Earnings per share ............................................................................................................................................................ 142 
32.  Number & salaries of employees ..................................................................................................................................... 143 
33.  Cash flows adjustments ................................................................................................................................................... 143 
34.  Liens .................................................................................................................................................................................. 144 
35.  Related parties transactions and balances ..................................................................................................................... 144 
36.  Contingent assets – liabilities – commitments ............................................................................................................... 145 
37.  Tax non-inspected years .................................................................................................................................................. 146 

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 3

8.38. Risk management objectives & policy ............................................................................................................................ 147

8.39. Fair value measurement ................................................................................................................................................... 151

8.40. Availability of financial statements ................................................................................................................................. 152

8.41. Post Financial Position date events ................................................................................................................................. 152

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 4

Α. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS

The below statements, made in compliance with Article 4, Par. 2 of the Law 3556/2007, as currently effective,

are made by the following representatives of the Company Board of Directors:

1. Mr. Konstantinos Stengos, father’s name - Andreas, BoD Chairman, resident of Alimos Attiki

2. Mr. Georgios Stengos, father’s name – Konstantinos, CEO, resident of Alimos Attiki

3. Mrs. Marianna Stengou, father’s name – Konstantinos, appointed BoD Member

who certify that as far as we know, in our capacity as persons appointed by the Board of Directors of the Societe

Anonyme under the title TECHNICAL OLYMPIC S.A. (hereinafter “the Company”) as follows:

(a) the annual Financial Statements of the company for the period 01/01/2022- 31/12/2022, which were prepared

according to the effective International Financial Reporting Standards, present truly and fairly the assets and

liabilities, the equity and the financial results of the Company, as well as the companies included in the

consolidation as aggregate, and

(b) the attached annual BoD Report provides a true view of the Company’s and the companies included in the

consolidation as aggregate performance and results including a description of the main risks and uncertainties to

which they are exposed.

Alimos, April 13, 2023

The designees

BoD Chairman

Chief Executive Officer

Appointed BoD Member

KONSTANTINOS A. STENGOS

ID Num. ΑΒ 342754

GEORGIOS K. STENGOS

ID Num. ΑΖ 592390

MARIANNA K. STENGOU

ID Num. ΑΒ 526124

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 5

Β. ANNUAL BOARD OF DIRECTOR’S MANAGEMENT REPORT

The present Annual Board of Directors’ Management Report (hereinafter referred to as the "Report") pertains

to the FY 2022 fiscal period (01/01/2022 - 31/12/2022). The Report is prepared according to the provisions of

Articles 150, par. 3 and 153 par. 3 and par. 1 of Article 152 of CL. 4548/2018, the provisions of Article 4 of Law

3556/2007 and the executive decisions issued under the same Law, of the Hellenic Capital Market Commission’s

Board of Directors, and accompanies the annual financial statements of the period (01/01/2022 - 31 /12/2022).

This Report provides in a concise, yet comprehensive and material way, the significant separate sections

required, according to the aforementioned legislative framework and accurately presents all the relevant legally

required information necessary to extract material and in depth information on the operations of the Company

TECHNICAL OLYMPIC S.A. (hereinafter referred to as "Company" or "TECHNICAL OLYMPIC") during the

aforementioned period as well as the TECHNICAL OLYMPIC Group (hereinafter referred to as "Group").

Moreover, the Group, in addition to TECHNICAL OLYMPIC, includes the following subsidiaries and Joint Ventures:

FULL CONSOLIDATION METHOD

Country of

Establishment

Participation

Equivalent

% DIRECT

PARTICIPATION

% INDIRECT

PARTICIPATION

INDIRECT

PARTICIPATION

SUBSIDIARY

TECHNICAL OLYMPIC S.A.

GREECE

PARENT

EUROROM CONSTRUCTII '97 SRL

CYPRUS

100,00%

Τ.Ο. HOLDINGS INTERNATIONAL LTD

CYPRUS

100,00%

Τ.Ο. SHIPPING LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

PORTO CARRAS DEVELOPMENT SA

GREECE

30,60%

Τ.Ο. CONSTRUCTIONS S.A.

GREECE

90,25%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

TECHNICAL OLYMPIC AIRWAYS S.A.

(UNDER LIQUIDATION)

GREECE

41,54%

SAMOS MARINES S.A.

GREECE

99,96%

TOXOTIS Technical S.A.

GREECE

83,45%

J/V TOXOTIS Technical S.A. - GOUSGOUNIS

S.A. - RECONSTRUCTION OF KIFISSOS

AVENUE & POSEIDONOS AVENUE

GREECE

99,00%

TOXOTIS

Technical S.A.

ROMA HOLDING LLC

MARSHALL

85,00%

Τ.Ο. SHIPPING

LTD

ARIADNE REAL ESTATE Μ.Ι.Κ.Ε.

GREECE

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

PFC PREMIER FINANCE CORPORATION LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

NOVAMORE LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

LUXURY LIFE IKE

GREECE

100,00%

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 6

EQUITY METHOD

Country of

Establishment

Participation

Equivalent

% DIRECT

PARTICIPATION

% INDIRECT

PARTICIPATION

INDIRECT

PARTICIPATION

SUBSIDIARY

Mount Street Hellas Holdco

IRELAND

PARENT

50,00%

PFC PREMIER

FINANCE

CORPORATION

LTD

Proportional consolidation method

Country of

Establishment

% Participation

Equivalent

J/V TERNA SA - MOCHLOS SA - AKTOR SA – J/V CONSTRUCTION OF AIGIO TUNNEL

GREECE

30,00%

J/V AKTOR SA -MICHANIKI SA - MOCHLOS SA - J/V ASFALTIKON PATHE

GREECE

28,00%

J/V MOCHLOS SA – ATHINAIKI TECHNIKI SA – CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA

VOLOS

GREECE

50,00%

J/V MICHANIKI SA - J&P - AVAX SA – ATHINA SA - MOCHLOS SA - EGNATIA ODOS. ANTHOCHORI METSOVO

NODE

GREECE

34,46%

J/V - MICHANIKI SA - MOCHLOS SA – OLYMPIC VILLAGE

GREECE

49,00%

J/V MOCHLOS SA / ATHINAIKI TECHNIKI SA - ATHINAIKI TECHNIKI SA – INTRACOM SA - CONTRACTOR J/V

PANTHESSALIA STADIUM NEA IONIA VOLOS

GREECE

33,00%

J/V MOCHLOS SA - ΑΤΤΙCΑΤ SA - VIOTER SA - EGNATIA ODOS COMPLETION WORKS FROM IGOUMENITSA

NODE TO SELLON NODE

GREECE

40,00%

J/V MOCHLOS SA - ATHINA SA – DODONI

GREECE

50,00%

J/V MOCHLOS SA - ATHINA SA. – TUNNEL Σ2

GREECE

50,00%

J/V MOCHLOS SA - TEO SA. – AKTIO TOLLS

GREECE

49,00%

J/V MOCHLOS SA - TEO SA -- HIGHWAY MAINTENANCE PATRAS BYPASS

GREECE

49,00%

Furthermore, taking into account that the Company prepares consolidated financial statements, this Report is

unified, with the main reference made on the corporate and consolidated financial data of the Company and its

affiliated companies. The Report is included as is, together with the Financial Statements of the Company and

the other legally required data and statements in the annual financial report for the year 2022.

The thematic sections of the Report and their content are as follows:

SECTION Α

SIGNIFICANT EVENTS AND DEVELOPMENTS

The global economy is experiencing a period of extreme uncertainty. The pandemic has resulted in a severe

economic contraction and unprecedented disruption of both domestic and cross-border supply chains.

The countries were forced to implement significant fiscal support measures to address this unprecedented crisis,

resulting in a significant increase in public debt as a percentage of GDP almost globally.

However, one the countries were ready to address the rising inflation, the long lasting Russian-Ukrainian conflict

has reversed the positive projections. Both countries are key global sources of energy, raw materials, metals,

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 7

and agricultural products supply. The war and excessive demand in line with the adverse effects of the climate

change, a severe slowdown in the Chinese economy, and disruptions in the supply chain from China, mainly

due to measures against Covid-19, have led to a price boom and market shortages.

This combination has possibly fueled the start of an inflationary vicious cycle that is still ongoing. As a result,

the annual rate of inflation currently ranges between 8% and 12% in developed countries, which is the highest

rate recorded in recent decades.

Given that there is no apparent intention of the governments to implement a contractionary fiscal policy, the

burden of correcting inflation will inevitably and excessively fall on monetary policy, with measures to reduce

liquidity in the market and a sharp rise in interest rates. These measures will lead to a slowdown in the economy,

possibly resulting in an economic recession and rising unemployment. Such effects may work beneficially to

curb inflation, especially in the countries where the main issue is excessive demand.

There are two major complications that make handling the inflationary explosion complex. The first issue is that

inflation in the USA is mainly a result of excessive demand, leading to an overheated economy and very low

unemployment rates. In contrast, in the Eurozone, inflation is largely caused by supply disruptions, energy and

food dependence on Russia and Ukraine, and the consequent dramatic increase in energy costs (for example,

the price of natural gas has increased by 400% since 2021), as well as the chronic structural weaknesses of the

European economy. Addressing the problem does not require the same treatment in every country, and a

different mix of economic policies and structural reforms is needed, particularly in the Eurozone, where the

course of energy, raw material, and food costs will play a key role.

A second serious issue is the significant revaluation of dollar, by over 15%, against almost all the currencies in

the recent months. This has fueled inflationary pressures on the European economy, while transferring the

inflationary problem to developing countries, which has made domestic interest rate increases the only option,

thus leading to international borrowing becoming prohibitively expensive. As a result, it has led to capital

outflows and the inevitable increase in the cost of servicing their mostly dollar-denominated foreign debt.

It is estimated that it will take at least two to three years before the contractionary monetary policy measures

can tame inflation in developed countries to acceptable levels, such as 2%-3% per year. This will only happen

if these measures are accompanied by a slowdown in raw material and energy costs, implementation of fiscal

stabilization measures, and avoidance of incorporating inflation into wage increases. The countries that produce

and export energy, raw materials, and agricultural products are the big winners of the current situation. On the

other hand, the big losers are the countries that have a high degree of dependence on these goods from abroad,

primarily Europe.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 8

In the eurozone, countries such as Greece, which have experienced a higher-than-average inflation rate (10%)

in recent months and chronically low productivity, are facing the risk of losing competitiveness and suffering

from weakened economic prospects. Meanwhile, countries like Greece and Italy, which have high debt-to-GDP

ratios, may benefit in the short term from the erosion of the value of their debt due to inflation, but in the long

term, this gain will be largely offset by the increased cost of refinancing their large debt.

The Greek economy is expected to experience a significant increase in GDP in 2023, estimated to be close to

6%, with the approval of the Commission and the Bank of Greece. This growth rate will be one of the highest

in the eurozone, which is currently experiencing a recession. However, despite this positive outlook, inflation in

Greece is expected to remain above 10% in 2023. The year 2023 may prove to be challenging, with a steep

decline in GDP growth rates, possibly ranging from 1% to 2%. On the positive side, inflation is projected to slow

down to approximately 6% to 7%. Finally, inflation, crisis and recession intensify nationalism, introversion and

xenophobia.

Notwithstanding the problems arising from globalization and internationalization of markets, as well as the

Eurozone operation, corrective interventions are needed. A return to the past, to closed and protected markets,

statism, toxic climate for immigrants and diversity, serious weakening of the Eurozone which is in progress, will

seriously damage our medium-term interests because our prosperity is strengthened by foreign investment and

funds, foreign visitors, residents and workforce.

In the aforementioned context, the Group's Management is called upon to implement a series of actions, which

are effective in significant areas of operation, such as: health and safety, staff training, liquidity, addressing any

potential risks. Following the disposal of the Porto Carras Group companies, operating in the tourism segment,

the Group's operations in this segment are limited and therefore the effects of the aforementioned factors are

not significant.

DEVELOPMENTS PER OPERATING SEGMENT FOR THE PERIOD

The parent company TECHNICAL OLYMPIC, as a holding company, continues to monitor and coordinate all the

Group companies, both existing and those to be established, to provide them with administrative, advisory, and

operational support. It also defines and supervises the goals and projects undertaken to implement, as well as

ensuring organic and functional synergy across various department. Expansion into new business segments, as

well as further strengthening of the Group's presence in segments where it is already operating, will be

implemented through subsidiaries and sub-subsidiaries.

The Group mainly operates in Shipping, Loan Management, Real Estate Investment and Development, Tourism

(mainly management of marinas), and Construction segments.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 9

SHIPPING

Regarding the Group’s activity in the shipping segment, the sub-subsidiary company T.O. SHIPPING LTD was

established and domiciled in Cyprus, which is by 100% controlled by the company HOLDINGS INTERNATIONAL

LTD., a 100% subsidiary of the Company. In the context of the above, the sub-subsidiary T.O SHIPPING LTD

in collaboration with other companies/investors (equity partners) participates in the establishment of companies

which will then acquire participation (majority and/or minority, direct and/or indirect) in newly established ship-

owning company which will proceed with the acquisition of every vessel.

The Group’s strategic choice, in the context of its activity in the shipping segment, is to take advantage of any

opportunities presented in the acquisition of vessels in order to generate satisfactory income for the Group from

the vessel operation as well as the respective fare agreements, combined with a potential resale in the future.

It already participates indirectly with a percentage of 15% in 6 companies owning an equal number of vessels

and directly with a percentage of 85% in a company owning one vessel (ROMA HOLDING LLC). The last

acquisition was performed in March 2021, and since then, the Company has not made another investment due

to the increase in its costs.

On 30/3/2022, an amendment to the loan agreement was signed between Macquarie and Roma Holding LLC to

convert the floating interest rate from Libor +margin to a fixed interest rate plus margin with a parallel, under

conditions, reduction of the margin. Also with this amendment, the intermediate annual capital installments

were reduced with an equal increase in the last installment (balloon payment). The above event particularly

helped to contain the cost of borrowing given the increase in interest rates observed.

The Cyprus-based sub-subsidiary of "TECHNICAL OLYMPIC S.A.", under the title "T.O. SHIPPING LTD" (a 100%

subsidiary of the company T.O. INTERNATIONAL HOLDING LTD), collected from its subsidiaries in 2022 and

specifically on 23/2/2022 the total amount of $ 1,027.5 million regarding dividend distribution of the 4th quarter

2021, following approval of the respective Board of Directors on 2/2. Moreover, in 2022, the total amount of $

3.525 million regarding the distribution of corresponding dividends of quarters 1st, 2nd, 3rd of 2022 arising from

the exploitation of the vessels, following approval by the respective Board of Directors on 25/5, 1/9 & 14/11

/2022.

TOURISM

In the tourism segment, the Group continued its operations through the company SAMOS MARINES SA, which

operates the homonymous Marina in Pythagorio Samos.

The Management intends to proceed with new investments in the marina area in order to increase its efficiency,

taking advantage of the positive conductions prevailing in the segment.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 10

The parent company TECHNIKI OLYMPIAKI, as a holding company, will continue to monitor and coordinate all

the Group companies, existing and those to be established, provide them with administrative, advisory and

operational support, define and supervise the goals and projects that have undertaken to implement as well as

to ensure the organic and functional synergy of the various branches.

LOAN MANAGEMENT

On 28/1/2021, the Group established the company PFC PREMIER FINANCE CORPORATION LTD, domiciled in

Cyprus, which will operate through participation acquired in early 2022 in an already licensed company in Greece

in the market of non-performing loans.

More specifically, on 27/4/2021 the Cypriot company "PFC PREMIER FINANCE CORPORATION LTD" (100%

subsidiary of TO INTERNATIONAL HOLDING LTD and consequently, a sub-subsidiary of "TECHNICAL OLYMPIC

SA") agreed to acquire 50% of the Irish company "Mount Street Hellas Holdco Limited" from the Irish company

"MOUNT STREET HELLAS INVESTMENTS LIMITED". The following companies are by 100% owned by the

acquired company:

• "MOUNT STREET HELLAS ADVISORY LIMITED", an Irish company established as a branch in Greece and

• "MOUNT STREET HELLAS S.A.M.R.L.C", a Greek sole proprietorship licensed as a loan servicer.

The agreement was completed as mentioned below at the beginning of 2022 and has no effect on the financial

sizes of the closing year. With the acquisition, the company acquired 2 of 5 seats of the Board of Directors of

the company "Mount Street Hellas Holdco Limited".

The sub-subsidiary of "TECHNICAL OLYMPIC S.A." domiciled in Cyprus, under the title T.O. INTERNATIONAL

HOLDING LTD acquired 100% of the shares of the Cypriot company "NOVAMORE Limited" from the Cypriot

company "VEL INVESTMENT FUND AIFLNP V.C.I.C. LIMITED" on 5/1/2022 according to a private agreement.

The company "NOVAMORE Limited" owns receivables arising from loan agreements secured by personal

guarantee and collateral. The management of receivables arising from the loan agreements has been assigned

to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE

SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The consideration for the

acquisition of the above shares stood at € 12,500,000.

On 01/12/2022, "TECHNICAL OLYMPIC S.A." acquired, from its 100% sub-subsidiary established in Cyprus

under the title "NOVAMORE Limited", all the receivables arising from the loan agreements secured by personal

guarantee and collateral. The management of receivables arising from the loan agreements has been assigned

to the loan and credit receivables management company under the title "MOUNT STREET HELLAS SOLE

SHAREHOLDER LOAN RECEIVABLES AND LOANS MANAGEMENT COMPANY". The consideration for the

acquisition of the above assets stood at € 4,770,000. No profit or loss has arisen.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 11

REAL ESTATE MANAGEMENT

In the context of the announced investment plan, on 9/2/2022, “TECHNICAL OLYMPIC S.A." participated in the

auction of a three-story commercial building and two basement floors of total area 4,267 m2 on a plot of land

of 4,570 m2, located at the 2nd km of Vari Avenue - Koropi in Koropi, Eastern Attica. The Company bid for

€2,512,000 and based on the contract 13278 dated 6/4/2022, was registered under registration number 8862

on 15/4/2022 at the Attica Land Office.

CONSTRUCTION SEGMENT

Since the beginning of 2022, the Group continued its operations in the construction segment through the

subsidiary "T.O. CONSTRUCTIONS S.A.", arising from the construction segment regarding the company PORTO

CARRAS S.A., started on 30/09/2019 and completed on 11/05/2020, when it was contributed. The Group

continued to make efforts to manage and financially terminate the projects that its subsidiaries had previously

undertaken. The entire construction activity, from 30/09/2019 (date of split) onwards is carried out on behalf

of the new company "T.O. CONSTRUCTIONS SA » which is registered in the register of Contractors in the 6th

General Class after the re-examination process by the MEEP. The Group completed all the public works

undertaken in Greece.

On 31.12.2022, the contractual time (24 months) for the mandatory maintenance of the project "Settlement of

Eschatia Stream section 1 (from Ilion square to the junction of Efpyridon pipeline)" expired, therefore the

immediate start of the final acceptance procedures is expected (formation of a relevant committee, preparation

and approval of final delivery protocol). Following the aforementioned approval, the performance guarantee

letters will be returned in approximately 4-5 months.

Regarding Nea Koiti Sperchiou - End of AK Roditsa of the PATHE axis which has been finally accepted on

16/08/2019, we note that on 14/01/2022 the 37th pre-final account amounting to € 1,373,049 was approved

(excluding VAT), and collected on 01/06/2022.

The construction company Τ.Ο. CONSTRUCTIONS S.A. completed the project: "Rehabilitation - Reconstruction

of the section of the National Road Galicea Mare - Calafat", whose final acceptance is expected on17/07/2023.

The company Aktor ATE following public tenders conducted by "EGNATIA ODOS SA" and under the contractual

agreements as of 09.07.2004, 17.06.2005 and 21.07.2006 became (respectively) a contractor of the following

public works:

• “Egnatia Odos: Completion works of the section from Metsovo junction to Panagia junction (3.203.5.2),

Contract code 1035) “

• "Egnatia Odos: Construction of Bridges C7 and C8 (3.5.102, Contract code 1111".

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 12

• "Egnatia Odos: Construction of a right branch from the exit of the Anilio tunnel to the exit of the

Malakassi B tunnel (3.3 - 3.5.1, Contract Code 1122)".

Thereafter, the contractor company (Aktor ATE) under the "back to back" type subcontracting contracts from

01.11.2004, 26.08.2005 and 21.12.2006, awarded to the societe anonyme under the title "MOCHLOS SA"

(whose universal successor which is the company TO Constructions SA), the subcontracting execution of part

of the works of the above main contracts.

In the sections subcontracted by "MOCHLOS SA" disputes arose with the Project Owner (EGNATIA ODOS SA)

regarding the measurement of the paid works, resulting in corresponding court disputes, which after the

completion of the preliminary hearing, were brought to the Five-Member Court of Appeal of Larissa.

In the context of the specific disputes, Num. 126/2018, 205/2018, 224/2018, 77/2019, 63/2020, 64/2020 and

65/2020 final decisions of the Five-Member Court of Appeal of Larissa (those Num. 63/2020, 64/2020 and

65/2020 have become irrevocable) were issued, partially accepting the respective appeals of AKTOR SA, and

the relative amounts were awarded, according to the terms of the subcontracting contracts. Therefore, TO

Constructions S.A. received the corresponding amount of € 3,446,898 in 4 installments – the last one on

16/12/2022

OTHER SIGNIFICANT DEVELOPMENTS FOR THE PERIOD

Disposal of subsidiaries operated in PORTO CARRAS Group

As announced on 15/4/2020, the shares of the companies operating in the PORTO CARRAS complex of

HALKIDIKI were sold. The amount arising from the MoU, in which the group was valued on 31/12/2019 and

was recorded in the item of the consolidated financial statements "Non-current assets held for sale" stood at €

229 million (gross value: € 276 million). On 15/4/2020, date of sale, the value of the group was adjusted to the

final sale price, i.e. € 189 million (gross value: € 224 million).

The final consideration will adjust the Initial Adjusted Transaction Consideration taking into account the

inventory, cash and equivalents (+) and liabilities (-) of every transferred subsidiary determined by an

independent consultant on 15/04/2020.

In order to calculate the provisional result (loss of € 3.5 million - of which € 32.4 million in 2020), arising from

the sale of these subsidiaries, in the Group’s Financial Statements, the initial adjusted transaction consideration

has been taken into account deducting the amount paid for the repayment of loan obligations and deducting

the liabilities of the subsidiaries that have been paid through the escrow account until the date of approval of

the financial statements as well as the remaining amount to be paid for in the case of time shareholders.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 13

Regarding the calculation of the adjustment of the final price (Price Adjustment) of the transaction of the shares

of PORTO CARRAS SA and KTIMA PORTO CARRAS SA, MARINA PORTO CARRAS SA and GOLF PORTO CARRAS

SA and in accordance with the provisions of the relevant terms of the respective Share Purchase Agreement

(SPA), on 5/4/2021 the Independent Advisor (IA) of the company DELOITTE delivered to the sellers (group of

TECHNICAL OLYMPIC) and the acquirer (BELTERRA group) the Completion Statement as of 5/4/2021.

According to the conclusion of the initial Independent Advisor (IA) dated 5/4/2021, from the total consideration

of €168,887.34 k, €70,785.81 k should be deducted for financial and other obligations. Thus, the final

consideration of the sale for the selling companies according to the conclusion amounts to €98,101.53 k.

From the amount €70,785.81 deducted from the consideration, according to the conclusion of the initial IA,

€47,823.11 have already been withheld, which concern financial obligations. An amount of €18,161.79 relating

to other obligations has also been released from the escrow account in favor of the buyer. Therefore, based on

the conclusion of the /initial IA, the buyer is expected to collect, from the escrow account, €4,800.91 k.

From the total consideration €98,101.53 k according to the conclusion of the initial IA, the selling companies

have already collected cash during the sale of €56,970.99 k. Moreover, €23,129.06 has been released from the

escrow account in favor of the selling companies. Therefore, based on the conclusion of the initial IA, the sellers

are expected to collect, from the escrow account, €18,001.48 k.

As at 29/03/2023, a total amount of €22,549.1 k remains reserved in the escrow account to cover the receivables

of the selling companies and the purchasing company.

On 31/5/2021 the sellers and the acquirer submitted to the IA their objections against the aforementioned

Completion Report. On 28/6/2021 the sellers informed DELOITTE and the acquirer that they are appointing as

the 2nd Independent Advisor (Second Independent Advisor), the company PwC Business Solutions S.A. (PwC).

On 29/6/2021 the acquirer informed DELOITTE and the sellers that it appoints Ernst & Young Single Member

Societe Anonyme as the Second Independent Advisor.

The start of cooperation of the three I.A., according to the relevant forecasts of SPA s, took place on 1/11/2021.

It was considered, in view of the nature and peculiarities of the project, as a possible date for the issuance of

the final completion statement, if there is a convergence of views, in the middle of March 2022. On 28/3/2022

based on the progress of the works are now considered as a possible date for the issuance of the final completion

statement, if there is a convergence of views and without prejudice, at the end of April 2022.

In any case, and given that the above estimate was not at all binding according to Deloitte (in particular, it

stated that the completion of the project depended on a multitude of factors, but also on factors that also

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 14

concerned the 2nd independent consultants appointed by the parties), Deloitte would inform us by 10/06/2022

whether it is considered feasible to complete the 2nd phase.

DELOITTE advised that it would complete its work by 10/06/2022 and that the remaining pending completion

of the 2nd Independent Consultants phase did not depend on its own actions, but on EY's actions (in particular,

comments were expected in seven cases from EY).

On 21/07/2022 DELOITTE informed the two sides about the results of the 2nd phase of the three I.A. sending

the relevant minutes of the meetings between them, informing at the same time that for 17 objections from the

sellers and 6 objections from the buyer, the latter did not instruct EY to participate in the discussions on its

behalf, with the result that these objections will not be examined at this stage by the three I.A. Of the remaining

objections, minimal and of minor financial importance were unanimously accepted.

On 27/07/2022, the sellers requested in writing from the buyer to jointly appoint KPMG as the 3rd IA, within 10

days from the aforementioned notification date of 21/07/2022 of the results of the 2nd phase, in accordance

with the relevant conditions of SPA, i.e. until 31/08/2022.

On 08/08/2022 the buyer, instead of another answer, proposed in writing to the sellers, before the appointment

of the 3rd I.A., that a negotiation between the two parties should take place in order to limit the issues that

remain pending, either due to their non-discussion (as above, due to own fault), or due to non-joint acceptance

of the relevant objections on both sides, proposing a start date of the negotiation 28/08/2022. The sellers

replied in writing that they agree to participate in this effort, suggesting 29/08 and 30/08/2022 as possible

dates. On 31/08/2022, the buyer replied that it reserves the right to check the availability of its senior executives

and shall get back. Since the buyer did not come back, on 08/09/2022 the sellers sent a reminder email. Until

21/09/2022 the buyer had not cooperated in the promotion of the procedure.

Therefore, on 11.11.2022, the selling companies submitted an application to the International Chamber of

Commerce (ICC) for its appointment of the third IA, in accordance with the more specific conditions provided

for in the SPA. Following the above and after consultation with the purchasing company, on January 9, 2023,

an NDA is signed between the sellers of the purchasing company and the 3rd IA (KPMG).

Porto Carras time-sharing holders

The former subsidiary of Porto Carras SA had been involved in litigation regarding the issue of time-sharing,

concerning time-sharing holders (before Technical Olympic SA acquired it), who in the 1990s had bought a

timeline that allowed them for 50 years to stay in rooms of the hotel VILLAGE INN for one week a year, which,

when Technical Olympic SA Group bought from the NATIONAL BANK OF GREECE the shares of the company

POTIDAIA SA (later PORTO CARRAS SA), it did not accept as these liabilities belonged to the liabilities and not

to the transferable assets of the company placed under special liquidation of T.GE.A.E. The assets in question

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 15

had been transferred to the company POTIDAIA in the context of the special liquidation. Therefore, any claims

made by time-sharing holders should have been settled during the special liquidation.

A settlement has been achieved except for 6 cases of time-sharing holders who have not yet been compromised,

of which one who, although had agreed, has not yet joined the partnership in the relevant procedure and five

who have passed away and it has not been possible to find the final heirs (for four of them a renunciation of

inheritance has been applied).

It is to be clarified that based on the Share & Purchase Agreement (SPA) of PORTO CARRA as of 15/4/2020,

the obligation to pay the amounts due to the time-sharing holders leaseholders falls on the selling companies.

Termination and liquidation of the company Technical Olympic Airlines SA

On 11/10/2022, an Extraordinary General Meeting of the shareholders was held and decided the termination

and liquidation of the company and the appointment of the following liquidators: a. Ioannis Giannakopoulos, b.

Konstantina Alexopoulou and c. Christos Zikos. The General Meeting authorized the liquidators to carry out an

inventory report of the company's assets, to publish a balance sheet for the start of liquidation, which they

should submit to G.E.MI., and to comply with all the publicity formalities required by Law 4548/2018, to complete

the company’s pending affairs, to pay off its debts and satisfy creditors, to collect its receivables, to convert

corporate property into cash, to pay surplus to the shareholders of the company and in general to perform any

act necessary by law for realization of the objective of the company’s liquidation. The company’s liquidators

presented with the liquidation management report the financial statements of the Company to the shareholders,

for the period 1/1-18/10/2022. This report was prepared in accordance with Article 150 of Law 4548/2018.

The company’s course of development is presented in the financial statements for the period 01/01-18/10/2022

as the basic financial sizes were formed as follows:

• Turnover as well as gross results of the period 01/01-18/10/2022 as well as of the corresponding previous

fiscal year 2021 were zero.

• The company's results before tax for the period 01/01-18/10/2022 amounted to loss of € 6 k compared to

loss of € 6.9 k in 2021.

• Net results after tax of the company for the period 01/01-18/10/2022 amounted to loss of € 6 k compared

to loss of € 6.9 k in 2021.

On 19/10/2022, the decision of the G.E.MI. Service under num. 9977/19-10-2022 which approved the

termination of the company was registered at G.E.MI. Following the registration of the decision, the FY 2022

ends on 18/10/2022 (1/1/-18/10/2022) and Start date of Liquidation is 19/10/2022. The Notice of Registration

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 16

of General Meeting Minutes for the approval and publication of Financial Statements 01.01- 18.10.2022 was

posted in the G.E.MI. The next and final stage is the completion of the liquidation. The Liquidators aim to

complete the liquidation within 2023.

Significant events that took place and their effect on the 2022 financial statements.

Treasury shares acquisition plan

The Regular General Meeting held on 5/7/2022 approved a) revocation of the decision to acquire treasury shares

as of 26.02.2021 and b) acquisition in accordance with Article 49 of Law 4548/2018 of treasury shares at a rate

of up to 10% of the company’s share capital within a period of 24 months from the date of approval and with

a price range from € fifty cents (€ 0.50) to € three (€ 3.00) per share.

The shares are acquired for any legal purpose. In implementation of the above decision, the company, within

2022, acquired 601,047 treasury shares amounting to € 1,024,889.96 with an average acquisition price of €1.70.

Thus, the company now holds 646,133 treasury shares, which correspond to 1.59% of its total shares.

Auditor’s election

The Regular General Meeting of the Company's shareholders as at 5/7/2022, decided, inter alia, the appointment

of the auditing firm "GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT CONSULTANTS" for

the audit of financial statements and the issuance of the corresponding tax certificate for the current corporate

year 2022, based on the relevant proposal of the Audit Committee under Article 44, Law 4449/2017

GENERAL MEETINGS OF THE GROUP’S SUBSIDIARIES

Τ.Ο. CONSTRUCTIONS S.A.

On 29/8/2022, the Regular General Meeting of the shareholders, among other things, decided on the election

of the auditing firm "GRANT THORNTON SA Chartered Accountants Management Consultants", for the audit of

the financial statements as well as the issuance of the respective tax certificate for the corporate year 2022.

SAMOS MARINES PORT AND MARITIME OPERATIONS - TOURISTIKI SA

On 26/8/2022 the Regular General Meeting of shareholders decided, among other things on the following issues:

1. Appointment of the auditing firm " GRANT THORNTON SA CHARTERED ACCOUNTANTS MANAGEMENT

CONSULTANTS", for the audit of the financial statements as well as the issuance of the respective tax

certificate for the corporate year 2022

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 17

2. The unanimous replacement of the resigned member of the Board of Directors, Mrs. Vasiliki Routis,

father’s name Anastasios, with Mrs. Styliani Stengou, father’s name Konstantinos, Civil Engineer –

E.D.E., resident of Ano Kalamaki, Municipality of Alimos, Attica (Solomou 20), I.D. Num. P551433.

3. The other members of the Board of Directors and its term of office remain the same, as defined in the

decision of the Regular General Meeting of the Company's Shareholders held on 24/08/2021.

SECTION Β

FINANCIAL DEVELOPMENT AND PERFORMANCE DURING THE REPORTING PERIOD

The Group’s course of operations is reasonably presented in the Financial Statements as of December 31, 2022,

as the key financial sizes were as follows:

Consolidated turnover from continuing operations for the year 2022 amounted to € 13,971 million compared

to € 6.816 million in the previous corresponding year 2021. The increase is due to the charter sales of the

subsidiary ROMA HOLDING LLC.

Respectively, corporate turnover in 2022 amounted to € 0.264 million compared to € 0.364 million in 2021.

Consolidated gross results from continuing operations for the year 2022, were profitable and amounted to

€ 3.652 million against profit of € 0.356 million in the corresponding period 2021. Respectively, separate gross

results for 2022 amounted to loss of € 0.527 million against loss of € 0.464 million of the comparative year.

Consolidated EBITDA from continuing operations for the closing year 2022 were positive and amounted

to profit of € 6.60 million against profit of € 1.16 million in 2021. Separate EBITDA for 2022 amounted to loss

of € 1.73 million against loss of € 1.25 million in 2021.

The Group’s financial cost increased from € 1.42 million to € 1.84 million while, respectively, the corporate

level financial cost decreased to € 0.29 million from € 0.26 million.

Consolidated EBT from continuing operations for 2022 amounted to profit of € 2.45 million against loss

of € 2.33 million in 2021. Respectively, separate EBT for 2022 amounted to loss of € 1,97 million against loss of

€ 1.92 million in the comparative year.

Consolidated earnings after tax for 2022 amounted to profit of € 1.30 million against loss of € 4.30 million

in the comparative year, while respectively in 2022, separate net results after tax amounted to loss of € 2.27

million compared to loss of € 2.19 million in the comparative year.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 18

The Group’s total Equity amounted to € 190.25 million compared to € 154.35 million in the previous year 2021.

Respectively, the Company’s total equity amounted to € 191.34 million against € 163.22 million in the previous

year 2021.

The Group’s total non-current assets increased to € 159.64 million compared to € 111.80 million in the

previous year 2021, mainly due to the valuation of subsidiary ROMA vessel. Respectively, the Company’s total

non-current assets amounted to € 204.25 million compared to € 164.25 million in the previous year 2021.

The Company’s and the Group’s income tax from continuing operations mainly concerns deferred tax. The tax

expense for the Group and the Company amounted to € 1.15 million and € 0.30 million, respectively, against

tax expense of € 0.84 million and € 0.26 million respectively in the comparative period.

Alternative Performance Measures Indicators (“APMIs”)

In the context of implementing the Guidelines of the European Securities and Markets Authority

(ESMA/2015/1415el) applied from 3 July 2016 to the Alternative Performance Measures Indicators (APMIs).

Group

Company

PERFORMANCE RATIOS

note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Net EBITDA / Equity

3,5%

0,7%

-0,7%

-0,8%

Net results after tax / Total Revenue

9,3%

-46,5%

-758,2%

-601,1%

Net results after tax / Equity

0,7%

-2,1%

-0,9%

-1,3%

CAPITAL GEARING RATIO

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Equity / Total liabilities

492,9%

370,7%

777,7%

1006,5%

DEBT RATIO

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Total liabilities / Total equity and liabilities

16,9%

21,2%

11,4%

9,0%

Equity / Total equity and liabilities

83,1%

78,8%

88,6%

91,0%

PROFITABILITY RATIO

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Gross Profit Margin:

Gross profit (loss) / Total income

26,1%

5,2%

-199,5%

-127,4%

Net EBITDA / Total income

47,2%

17,0%

-655,7%

-342,5%

E.B.Ι.T.:

EBIT / Total income

5,2%

-26,3%

-783,5%

-409,1%

E.B.T.:

EBT / Total income

17,5%

-34,1%

-747,7%

-528,3%

E.A.T.:

Earnings after tax / Total income

9,3%

-46,5%

-861,2%

-601,1%

Net Debt:

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Net Debt:

-11.449.275

-18.250.208

10.731.661

-4.651.822

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 19

The Group uses Alternative Performance Measurement Indicators ("APMIs") in the context of decision-making

regarding its financial, operational and strategic planning as well as for the evaluation and publication of its

performance. These APMIs serve to better understand the Group’s financial and operational results and its

financial position.

Alternative indicators should always be considered in conjunction with the financial results prepared in

accordance with IFRS and in no case replace them. When describing the Group's performance, the following

indicators are used:

The Group monitors performance through the analysis of key business segments. The Group evaluates the

results and performance of each segment on a quarterly basis identifying timely and effective deviations from

the objectives and taking the appropriate corrective measures. The Company's profitability is measured using

internationally applied financial performance ratios:

EBITDA (Earnings Before Interest Tax Depreciation & Amortization): The ratio adds to the "Earnings before

interest, tax, depreciation & amortization" the total amortization and depreciation less amortization of grants.

The higher the ratio, the more efficient the operation of the business. EBITDA from continuing operations for

the Group in the year stood at profit of € 6.60 million against profit of € 1.16 million in 2021.

Net Debt: The ratio deducts "Cash and Cash Equivalents" from the total Short-Term and Long-Term loan

liabilities.

SECTION C

RELATED PARTIES TRANSACTIONS

This section includes the most significant transactions between the Company and its related parties, as defined

in International Accounting Standard 24. These transactions concern provision of business, consulting and

management services, charging of business premises rent and other project costs. The benefits to the

Management at Group and Company level relate to the remuneration of the members of the Board of Directors

based on the decisions and approvals given by the General Meeting of Shareholders, while the remuneration of

the executives is provided to the Group based on service contracts. All transactions take place under arm’s

length basis as well as the transaction type.

Intracompany sales and acquisitions for the period 01/01/2022-31/12/2022 and the respective comparative

period 01/01/2021-31/12/2021 are analyzed as follows:

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 20

Amounts in € '

THE GROUP

THE COMPANY

Revenue from sales of goods and rendering services

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Subsidiaries

273.080

372.413

Other related parties

1.600

Total

1.600

274.680

374.013

Amounts in € '

THE GROUP

THE COMPANY

Acquisitions and remuneration for receiving

services

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Members of the BoD and key executives

708.928

633.708

360.630

284.219

Key executives

53.245

53.247

26.004

34.712

Total

762.173

686.955

386.634

318.931

Transactions with subsidiaries have been eliminated from the Group’s consolidated financial data.

Among the Group’s subsidiaries there are revenues / expenses amounting to € 508 k. All transactions take

place under arm’s length principle and according to the type of transactions.

The analysis of intracompany receivables / liabilities as at 31/12/2022 as well as at 31/12/2021 is as follows:

Amounts in € '

THE GROUP

THE COMPANY

Receivables

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Subsidiaries

4.179.220

4.097.827

Other related parties

706.308

711.446

22.454

17.593

Loans to related parties

340.910

Members of the BoD and Key Executives

25.079

34.290

8.317

9.801

Total

1.072.297

745.736

4.209.991

4.125.221

Amounts in € '

THE GROUP

THE COMPANY

Payables

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Subsidiaries

8.524.360

7.922.643

Loans payable

8.000.000

Other related parties

159.255

Members of the BoD

304.542

226.841

214.507

166.923

Total

463.797

386.095

16.738.867

8.089.566

Among the Group’s subsidiaries there are receivables / liabilities amounting to € 27,748 k.

No loans have been granted to members of the Board or to the Group executives and their families.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 21

SECTION D

PROSPECTS FOR 2023 – MAIN RISKS AND UNCERTAINTIES

The Company's Management has examined and evaluated alternatives of the Group's activity in new business

segments both in order to utilize the increased liquidity of the Group from the Porto Carras tourist complex sale

and take advantage of opportunities that will allow the Group’s profitability increase.

The parent company TECHNICAL OLYMPIC, as a holding company, will continue to monitor and coordinate all

the companies of the Group, existing and to be established, to provide them with administrative, consulting and

operational support, to determine and supervise the objectives and undertaken projects, to coordinate the

operations of various branches. The expansion of the Group's activity to the new business segments as well as

further improving the Group's presence in the segments where it already operates will be carried out through

its subsidiaries and sub-subsidiaries.

More specifically, the Group Management decided to operate, domestically and abroad, in tourism, "green"

energy, Real Estate (Investment and / or Development) and shipping segments.

Taking into account the significant accumulated know-how available in management and operation of tourist

complexes as well as in multiple activities, strong collaborations developed, all these years, with tour operators

and other significant players in the tourism market, the Company Management will seek to explore and exploit

investment and development opportunities in the tourism segment, domestically and abroad, which will allow

the Group to reactivate in this, well-known, business segment.

Moreover, in the context of the Group’s long-term operations in the construction segment, undertaking projects

in both the private and the public segment concerning waste management / recycling will be examined.

Following the evaluation of the positive prospects presented in the segment of "green" energy, the Company

Management considers the Group’s operations in this segment as well. As part of its strategic planning for the

expansion of the Group's operations in this segment, it will focus on examination, evaluation and acquisition of

licenses or already licensed photovoltaic stations (PV) and licensed wind farms in order to proceed with their

construction, completion and connection. It is to be noted that evaluation of any other arising investment

opportunities that will relate to other forms of renewable energy (hydroelectric, biomass, etc.) will not be

excluded.

As far as the Real estate (investment and / or Development) segment is concerned, the Group considers

exploiting the increased liquidity obtained taking advantage of the investment opportunities in the real estate

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 22

segment, both in Greece and abroad, in order to create long-term inflows or / and possible goodwill from

potential future resale of every property.

In the context of acquisition of existing hotel complexes, the Group established the company PFC PREMIER

FINANCE CORPORATION LTD, domiciled in Cyprus, which will operate through a holding already licensed

company in Greece in the market of non-performing loans. It is to be noted that the Group's interest in this

market will mainly concern underlying assets / collaterals. The ultimate goal is to take advantage of any

opportunities in the market of non-performing loans, which will be linked to assets of interest in the tourism

segment and the real estate segment.

Regarding the shipping segment, in September 2020, the TECHNICAL OLYMPIC Group already started its

operations and will continue operating mainly regarding container vessels, without excluding in the future

investment in other shipping segments. Regarding the Group’s operations in the shipping segment, the sub-

subsidiary T.O. SHIIPING LTD has already been established, based in Cyprus, which is 100% controlled by T.O.

INTERNATIONAL HOLDING LTD., 100% subsidiary of the Company. Sub-subsidiary T.O. SHIPPING LTD, in the

context of the above planning for collaboration with other companies / investors (equity partners), founded the

company T. SHIPPING INC, which, together with the company under the title Blue Container LTD, which is

controlled by a foreign investment entity, founded the company Initiation Holding LLC, which founded companies

for the acquisition of vessels (ship-owners) and in which as a result the Company, through this investment,

holds 15%.

This effort, considering the arising opportunities, will continue with the establishment of the companies that will

acquire investment (majority and / or minority, direct and / or indirect) in newly established ship-owning

company which will proceed with acquiring the vessels. The Group’s strategic choice, in the context of its

operations in the shipping segment is to take advantage of any opportunities presented in acquisition of vessels

so that such acquisitions could generate satisfactory revenue for the Group from the operation of every vessel

and the respective fare agreements, combined with a potential future profitable resale.

MAIN RISKS AND UNCERTAINTIES

The Group operates in a highly competitive environment. Its specialized know-how as well as its increased

investments in human resources and infrastructure development help the Group become more competitive in

order to address the emerging conditions. New activities in Greece and abroad will be a significant growth

leverage for the Group.

FINANCIAL RISK FACTORS

The Group is exposed to financial risks such as changes in exchange rate, interest rate, credit risk, liquidity risk

and fair value risk due to changes in interest rates. The Group's overall risk management plan focuses on making

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 23

timely provisions for financial market trends and seeks to minimize their potentially adverse impact on the

Group's financial performance.

The central cash management service is responsible for the risk management, this service identifies and

assesses financial risks in conjunction with the services addressing these risks. Prior to the relevant transactions,

approval is obtained from the executives who have the right to commit the Group to its counterparties.

FOREIGN EXCHANGE RISK

Foreign exchange risk is the risk of fluctuations in the value of financial instruments, assets and liabilities due

to changes in exchange rates. The Group operates internationally and is therefore exposed to foreign exchange

risk arising mainly from the change in the exchange rate between USD, RON and Euro, due to the group 's

activity in the Romanian market and in the shipping segment. This risk arises mainly from future trading

transactions and liabilities in USD & RON. RON related risk is considered limited as the specific project has been

completed.

CREDIT RISK

The Group is not exposed to concentrations of credit risk, with the exception of the construction segment where

in recent years, due to adverse economic conditions in Greece, delays in collection from Public Works are longer

and their collection time cannot be reliably determine. In order to cover these delays and ensure the necessary

liquidity in case of extension of the above delay in the collection of revenues, the Group’s profit or loss may be

affected. Due to the aforementioned, the Group Management, despite assessing the credit risk exposure as

limited, is in constant contact with its financial consultants, in order to continuously determine the most

appropriate policy to reduce or eliminate credit risk in an environment that is constantly changing.

Amounts in € '

THE GROUP

THE COMPANY

Financial assets

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Cash and cash equivalents

28.079.967

37.930.931

529.390

8.731.129

Trade and other receivables

27.032.493

33.400.354

6.378.774

6.423.590

Financial assets measured at fair value through other comprehensive income

4.770.000

Other long-term receivables

10.768.662

6.415.108

3.697.528

3.712.799

Total

70.651.122

77.746.394

15.375.692

18.867.518

LIQUIDITY RISK

Liquidity risk management includes ensuring the existence of sufficient cash and cash equivalents as well as

ensuring the creditworthiness of the Group during the year 2022 through large domestic or foreign organizations

to cover the necessary working capital if deemed necessary.

The Group manages its liquidity needs by carefully monitoring the debts, long-term financial liabilities, as well

as the payments made on a daily basis. Liquidity needs are monitored on a quarterly basis. The medium-term

liquidity needs for the next 6 months and the following year are determined quarterly.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 24

According to the current conditions, although the Group has loan obligations related to ROMA HOLDING LLC

financing as well as Leasing contracts, it has a cash surplus, which allows it to securely plan its investments.

More details are presented in the section of this report "Prospects for 2023".

Amounts in € '

THE GROUP

Debt as at 31/12/2022

Under 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

3.091.378

7.861.103

10.952.481

Total short-term loans

1.630

Finance lease liabilities

532.722

2.688.178

2.455.681

5.676.581

Total

3.625.729

10.549.281

2.455.681

16.630.692

Amounts in € '

THE GROUP

Debt as at 31/12/2021

Under 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

4.233.749

8.964.715

13.200.035

Total short-term loans

1.571

Finance lease liabilities

870.258

1.875.256

3.735.175

6.480.690

Total

5.105.578

10.839.971

3.735.175

19.680.725

Amounts in € '

THE COMPANY

Dept as at 31/12/2022

Under 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

8.000.000

Total short-term loans

1.630

Finance lease liabilities

520.078

2.467.925

271.418

3.259.421

Total

521.708

2.467.925

8.271.418

11.261.051

Amounts in € '

THE COMPANY

Debt as at 31/12/2021

Under 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

Total short-term loans

1.571

Finance lease liabilities

855.577

1.796.928

1.425.231

4.077.736

Total

857.148

1.796.928

1.425.231

4.079.307

RISK OF CHANGES DUE TO CHANGES IN INTEREST RATES

The Group's operating income and cash flows are affected by changes in interest rates. The Group has no loans

with a floating interest rate as of 31/12/2022. The Group does not have significant interest bearing assets and

its policy is to secure credit lines from the cooperating banks in order to satisfy smoothly the projected

development and expansion of the Group.

In any case and due to the limited impact of changes in interest rates on the Group's operating income and

cash flows, the Group Management assesses the exposure to this risk as low.

In order to minimize its interest rate risks from its exposure to a floating interest rate Libor, which showed large

fluctuations with increasing trends, the Company chose to convert it to a fixed interest rate. Thus, on

30/03/2022, an amendment to the loan agreement was signed between the creditor bank Macquarie and Roma

Holding LLC on converting the floating interest rate into fixed interest rate.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 25

OPERATIONAL RISK FACTORS

Risks from changes in conditions prevailing in the construction segment.

Construction operations depend to a large extent on the course of the investment program in infrastructure

projects implemented by the Greek state, the course of the EU financed projects and the course of development

of the major road projects. Therefore, in the immediate future, the development of the financial results of the

subsidiary "T.O. CONSTRUCTIONS S.A.", and consequently of the Group, is affected by the degree and the pace

of implementation of the projects financed by the European Union as well as these countries’ Public Investment

Programs. Future changes in the process of allocation of public or EU resources for infrastructure projects may

significantly affect the operations and financial results of the Group and are not excluded.

Risk of changes in fare prices

The Group started operating in the shipping segment in the 4th quarter of 2020. Such operations can cause the

risk of adverse changes in the fare prices, expected to be signed with the future customers. The Group

continuously monitors the changes and takes appropriate action to minimize this risk through signing long-term

leases.

Risks associated with the good performance of construction projects.

The construction projects undertaken by the Group companies include clear clauses regarding their sound and

timely performance. The Company and the Group, through the subsidiary "T.O. CONSTRUCTIONS S.A.", has

extensive experience and know-how in executing complex and large construction projects and until now no

events or extraordinary expenses related to the execution of the projects occurred. However, the possibility of

the occurrence of extraordinary expenses in the future due to unexpected events cannot be excluded, resulting

in potentially adverse effects on the Group’s operations and financial results.

Risks associated with the execution of projects by subcontractors.

In many projects the Group's Company may need to outsource part of the project to third companies under the

subcontracting regime. In these cases, the Group ensures signing agreements with the subcontractors which

cover the obligation of the latter to correct any errors at their own risk, but it cannot be excluded, although it is

considered unlikely, that in some cases subcontractors may fail to fulfill these obligations, with the consequence

that these obligations ultimately burden the Group.

Risks related to the legal status governing announcement, assignment, execution and supervision

of public and private projects.

The Group Company operations in the construction segment depend on the legislation governing both public

works (announcement, assignment, execution and supervision) and the issues related to environment, safety,

public health, labor and taxation. Actually, the Group has the size and infrastructure to effectively respond to

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 26

changes in the relevant legislation, one cannot exclude that future legislative amendments may cause, even

temporarily, adverse effects on the Group's financial results.

Risks arising from loss /damage to persons, equipment and the environment (insurance coverage).

The Group's operations address risks that may arise from adverse events such as, among others, accidents,

injuries and damage to persons (employees and / or third parties), damage to the environment, damage to

equipment and property of third parties. All the aforementioned events are likely to cause delays or in the worst

case to stop the project implementation. Of course, all the necessary precautionary measures are taken to avoid

such negative events and at the same time the appropriate insurance policies are established. However, it

cannot be neglected that the amount of the Group companies liabilities from such negative events may exceed

the insurance indemnities it will receive, and – as a consequence – a part of these arising liabilities will be

required to be covered by the Group companies.

Usually the insurance coverage covers the cost of repairing design or construction defects. However, in some

cases this coverage may not be enough to cover all the warranty requirements for which manufacturers are

responsible and which is usually costly.

Although the Group usually requires subcontractors to compensate it for any defects that may occur, it cannot

always impose such compensation on the contracts signed. For this reason, the cost of insurance coverage and

non-settlement of insurance claims can adversely affect its operating results.

Risk of effects of COVID-19 pandemic

EU and its Member States are working together to strengthen national healthcare systems and limit the

spread of the virus. At the same time, EU and its Member States are taking action to mitigate the socio-

economic impact of the COVID-19 pandemic and support the recovery.

The EU's response to the COVID-19 pandemic focuses on the following priorities:

• limiting the spread of the virus

• ensuring the provision of medical equipment

• promoting research into treatments and vaccines

• supporting employment, businesses and the economy

• The European Council regularly returns to the issue of COVID-19. EU leaders agreed to continue

coordination efforts at EU level, focusing on:

• strategies for testing and using rapid antigen tests

• mutual recognition of diagnostic tests

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 27

• cross-border contact tracing

• quarantine settings

• development, manufacture and distribution of vaccines against COVID-19

• interoperable digital vaccination certificates

Until June 2022, 86% of the adult population of the EU had been fully vaccinated. However, the coronavirus

has reached explosive proportions in China, causing concern about a global pandemic wave.

At the same time, there is still an inability to estimate the timing of the transformation of the pandemic form of

the virus into an endemic one and the time point of return to the pre-coronavirus era.

The Group continues to take all necessary measures aimed at protecting the health of all its employees to limit

the spread of the virus in all workplaces.

In particular:

• Continue to follow procedures regarding staff, in particular with the aim of minimizing direct contact,

while daily temperature measurement and control of mask use is carried out on all staff.

• In the context of teleworking and where possible, employees have the opportunity and are

encouraged to work remotely with the support of the relevant information systems and equipment

and the use of the necessary tools and software. A procedure of participation in business meetings

was implemented and the use of means such as communication with telephones, teleconferences and

e-mail was promoted and the employees are obligated to be equipped on a daily basis with means of

protection (protective masks) as well as disinfectants.

The risk is generally assessed as real, and the Company adapts immediately to health-related developments.

Following the disposal of PORTO CARRAS, the Group has now disengaged from both the hotel and the casino

operations, and therefore, the impact of the pandemic has been minimized, however, as mentioned above, it

significantly affected the final consideration of this transaction.

The Company Management closely monitors the developments on a daily basis, evaluates and takes all the

measures deemed necessary to limit the impact, protect the employees and maintain the business activities of

the Company and the Group at satisfactory levels in order to be affected as little as possible the Group’s and

the Company’s financial position, financial performance and results.

SECTION Ε

NON-FINANCIAL INFORMATION.

LABOR ISSUES.

a) Diversity and equal opportunities policy.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 28

Technical Olympic Group is committed to providing equal opportunities to all the employees and candidates, at

all levels of the hierarchy, regardless of race, color, religion, origin, gender, sexual orientation, age, disability,

marital status, or any other characteristics, protected by law, and it expressly prohibits any discrimination or

harassment based on these matters.

All the decisions regarding recruitment, promotion, training, performance appraisal, remuneration and benefits,

transfers, disciplinary misconduct, and termination are free from any unlawful discrimination.

The Group does not hire employees younger than the legally prescribed age. It also opposes the use of forced

or compulsory labor.

The Group's policy in this domain is based on the OECD Guiding Principles or the International Labor

Organization (ILO).

Non-financial performance ratios

LABOR RATIOS

2022

2021

Employment

Rate of full-time employees staying at work

78,43%

73,08%

Movement ratio (turnover)

21,57%

26,92%

Education & development

Man-hours of training

Total education cost

€ 1220

€ 250

Employment assessment rate

0,00%

Human Rights

Rate of women in direct employment

42,00%

36,54%

Rate of women in key executive position

9,52%

5,26%

Rate of young employees < 30 years in direct employment

8,00%

1,92%

b) Human Rights, Training Systems and trade union freedom.

The biggest investment of Technical Olympic is its human resources, which is the driving force for its

development and evolution.

There is respect for workers' rights and observance of labor legislation.

The Group has as a priority the development of its people and their evolution. Through institutionalized

procedures, the best employees are promoted and undertake broader duties or higher positions, thus ensuring

their development, meritocracy and the success of the Group.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 29

The Group recognizes and promotes a healthy work life balance, while respecting the commitments made by its

employees outside the work environment. It recognizes the right to rest and leisure and faithfully follows the

laws applied in every facility where it operates, regarding the mandatory leave days, the days of pregnancy and

maternity leave as well as other leave related to family obligations, or cases of force majeure.

The Group supports its people in learning, growing and achieving their goals and provides them with a calm

working environment.

It implements development training programs, in which all the employees can participate in order to improve

their skills, their continuous professional development and their better response.

Technical Olympic, consistent with its principles for the provision of quality products and services always with

respect for people and the environment, ensures that the staff of all the Group companies enjoys the appropriate

working conditions. At the same time, this way, Technical Olympic achieves the optimal efficiency and

productivity that support the development plans and the investment strategy of the Group.

c) Health and Safety.

Creating a healthy and safe environment at work, through coordinated effort of management and staff, is a key

priority, as it effectively contributes to the development and progress of the Group. Therefore, the Group steadily

invests in this area.

The main measures taken by the Group are as follows:

▪ Conducting health and safety risk assessments.

▪ Conducting systematic measurements on the quality of air conditioning (cooling - heating), noise level

and the suitability of lighting in its facilities.

▪ Preparing an emergency management plan, office evacuation plan and has developed special teams of

staff responsible for implementing the plan and conducting evacuation training twice a year.

▪ Training and regularly informing employees on fire safety, emergency management, first aid (there is

a special team trained and certified in KARPA and the use of defibrillators that exist in the company's

offices).

▪ Moreover, a group employee insurance program exists.

Environmental issues.

In order to fully cover its energy needs and rationalize its energy costs, the company installs photovoltaic

systems, supporting the use of Renewable Energy Sources in line with its ecological consciousness by reducing

its carbon footprint.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 30

At the same time, the Group's investments, through banks, are made in a portfolio that includes only sustainable

investments.

Construction segment

The Company’s environmental policy in the construction segment includes full observance and implementation

of all the approved environmental conditions that have been defined for every project undertaken.

Approved environmental conditions are mainly determined by the competent bodies of the State, which act as

Owners of the Projects constructed by the Company, without the Company being involved in the relevant

approval procedures. However, as the project contractor, the Company is under obligation to fully comply with

them.

Moreover, in terms of accompanying (according to the environmental legislation) projects of the main projects

undertaken, the Company, is responsible for determining and approving the environmental conditions that must

be applied. In this process, it cooperates with the expert consultants - environmentalists, who propose the

specific terms and the Company supervises the approval process performed by the competent environmental

authorities. Obviously, once the terms have been determined, the Company remains responsible for their

observance and implementation.

Indicatively, observance of the environmental terms and conditions and the measures taken and implemented

by the Company, in accordance with the Greek legislation, concern the following areas:

i. Excavations are limited to what is absolutely necessary and any vegetation damage is kept to a

minimum. The extraction and transport of other aggregates outside the project area is prohibited.

Vegetable land is collected and stored for use in restoration works.

ii. The required materials (embankments, aggregates) are obtained either from active quarries in the area

or from quarries - loan chambers established by the Company, obtaining any required permit.

iii. Excavation products are used as a priority to meet the various needs of the project, minimizing the

deterioration of the existing soil morphology. Any surplus excavation products and non-hazardous

construction waste are managed in accordance with the relevant ministerial decisions.

iv. The smooth flow of rainwater is ensured and the rainwater collection wells affected by the project are

cleaned, in order to avoid floods in case of rainfall. All the necessary measures are taken so that streams

or ditches are not embanked, especially during periods when there is a serious possibility of adverse

weather events.

v. All the necessary measures are taken to reduce the emissions of particulate matter as much as possible,

through wetting of the excavation sites according to the prevailing meteorological conditions, coverage

of trucks transporting aggregates and excavation products, proper maintenance of construction

vehicles, washing of tires dust and other debris on public roads, etc.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 31

vi. All fire protection measures are taken in case of fire and minimization of risk of its transmission to

adjacent areas, especially those of forest nature.

vii. All kinds of waste, useless materials, etc. are collected and are disposed in accordance with the effective

provisions.

viii. It is completely forbidden to dispose old / used oils on the ground, which is done in specially designed

tanks. In any case, for their management, the provisions of the respective presidential decrees are

applied.

ix. Following the completion of the construction works of the project, any kind of construction site is

removed and the affected areas are restored as provided for in the approved environmental conditions.

x. An appropriate noise measurement program is implemented in order to identify cases where the upper

limits set by the environmental conditions are exceeded and to take the appropriate corrective

measures.

xi. An appropriate program for the measurement of gaseous pollutant emissions is implemented, in order

to identify cases where the upper limits set by the environmental conditions are exceeded and to take

the appropriate corrective measures.

Even in cases of projects that - due to their size or small impact on the environment - do not have approved

environmental conditions, the Company applies almost all of the above practices, in order to fulfill its basic

commitment to protect the natural environment in any construction activity undertaken, private or public.

SOCIAL REPORTING

The Group’s contribution at technological level, at social infrastructure level, as well as at socio-economic level

is significant. The Company invests in ongoing training and education of its people, in order to be able to meet

the modern business requirements and developments, provide quality products and services that meet the

requirements of the market and at the same time - promote values, which serve the entire society and protect

the environment.

In addition, its employees are getting acquainted with the new technologies through ongoing seminars and

trainings in the context of the social role.

SECTION F

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is prepared in accordance with Article 152 of Law 4548/2018 as effective

and Article 18 of Law 4706/2020 as effective.

Introduction

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 32

The term "corporate governance" describes how companies are managed and controlled. Corporate governance

is articulated as a system of relations between the Company's Management, the Board of Directors, shareholders

and other stakeholders, it constitutes the structure through which the Company's objectives are approached

and set, the means of achieving these objectives are determined and it is possible to monitoring the performance

of the Management during the implementation procedures of the above.

In Greece, the corporate governance framework has been developed mainly through the adoption of mandatory

rules, such as Law 4706/2020 which, among other things, impose the participation of non-executive and

independent non-executive members on the boards of Greek companies whose shares are listed on organized

market in Greece, the establishment and operation of an internal control unit and the adoption of internal

operating regulations with minimum mandatory content in accordance with the above provisions. In addition,

other legislative acts incorporated the European company law directives into the Greek legislative framework or

implemented European regulations, creating new corporate governance rules, such as Law 4449/2017, which

imposes, among other things, the operation of an audit committee and Law 3884/ 2010 regarding shareholder

rights and additional corporate disclosure obligations to shareholders in the context of their General Meeting

preparation as well as significant disclosure obligations regarding, among other things, the ownership status

and governance of a company. Finally, the law on societe anonymes (L.4548/2018) includes the basic rules of

corporate governance of societe anonymes.

On July 17, 2020, Law 4706/2020 was published in Government Gazette A' 136/17-07-2020 ("Corporate

governance of societe anonymes, modern capital market, incorporation into Greek legislation of Directive (EU)

2017/828 of the European Parliament and of the Council, measures to implement Regulation (EU) 2017/1131

and other provisions"), the provisions of Articles 1 - 24 of which, in accordance with Article 92 par. 3 thereof,

entered into force twelve (12) months after publication in the Government Gazette, i.e. on 17/07/2021, unless

otherwise specified in the separate provisions. With this law, changes were made to the current statutory

corporate governance regime and new provisions were introduced.

1. Hellenic Corporate Governance Code

1.1 Notification of the Company's voluntary compliance with the Corporate Governance Code

The Company decided to adopt the Hellenic Corporate Governance Code of the Hellenic Corporate Governance

Council (HCGC) for Listed Companies (hereinafter referred to as the "Code"). This Code can be found on the

HCGC website, at the following email address: https://www.esed.org.gr/web/guest/code-listed. Apart from the

HCGC website, the Code is available to all staff and in printed form at the Financial Services Directorate as well

as on the official website of the Company at the following email address:

https://techol.gr/uploads/files/enimerosi_ependiton/2023/to_kodikas_etairikis_diakivernisis_2021.pdf

1.2 Deviations from the Corporate Governance Code and their justification. Special provisions -

practices of the Code for listed companies - which the Company does not apply and explanation

of the reasons for non-application.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 33

The Company certifies with this declaration that it applies the mandatory provisions of the Greek legislation

which form the minimum requirements that must be met by any Corporate Governance Code, applied by a

company whose shares are listed only on an organized market in Greece. These minimum requirements are

incorporated as of the date hereof in the above Code, which the Company has adopted and applies.

The Code, however, contains, in addition to the minimum requirements, a series of special practices from which

deviations are allowed, on a case-by-case basis. The Company deviates or does not apply in its entirety certain

provisions of the Code concerning "Special practices for listed companies", to the extent that this is permitted

by the current legislation. These deviations are detailed below.

Hellenic Corporate Governance Code

Explanation / Justification of deviation from the specific

practices of the Greek Corporate Governance Code

1.16 The Board of Directors internal regulations are drawn

up in compliance with the principles of the Code or otherwise

explaining the deviations.

The Board of Directors internal regulations deviate from the

following Code principles: 2.2.21, 2.2.22, 2.2.23, 2.4.14 and

3.3.4. based on the justifications, presented below.

2.2.21 The Chair shall be elected by the independent non-

executive members. In the event that the Chair is elected by

the non-executive members, one of the independent non-

executive members shall be appointed, either as vice-chair or

as a senior independent member (Senior Independent

Director).

The company applies articles of Law 4706/2020 and Law

4548/18 regarding the position of the Chainman and the Vice

Chairman. In particular, the Chairman of the Board has been

elected by the executive members while the Vice Chairman

- by the non-executive members. The Company places

special emphasis on the role of Mr. Stengos as President of

the Company and executive member.

2.2.22 The independent non-executive Vice-Chair or Senior

Independent Director shall, as appropriate, have the

following responsibilities: to support the Chair, to act as a

liaison between the Chair and the members of the Board of

Directors, to coordinate the independent non-executive

members and lead the evaluation of the Chair

The Vice Chairman is not an independent member of the BoD

and due to the limited number of its members, the company

considers that it is not necessary to appoint a senior

independent director.

2.2.23 Where the Chair is an executive, then the

independent non-executive vice-chair or the senior

independent member (Senior Independent Director) shall not

replace the Chair in his executive duties.

The Vice Chairman does not replace the Chairman in his

executive duties.

2.4.14 The contracts of the executive members of the Board

of Directors provide that the Board of Directors may require

the refund of all or part of the bonus awarded, due to breach

of contractual terms or incorrect financial statements of

The remuneration policy of the Board of Directors does not

provide for granting bonuses. This article is therefore not

applicable.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 34

previous years or generally based on incorrect financial data,

used for the calculation of this bonus

3.3.4 The Board of Directors collectively, as well as the Chair,

the Chief Executive and the other members of the Board of

Directors are evaluated annually for the effective fulfillment

of their duties. At least every three years this evaluation shall

be facilitated by an external consultant.

The Company carries out the statutory assessment of the

suitability of its BoD members. In this context, it does not

consider necessary at this stage to facilitate evaluation of BoD

members by an external consultant every 3 years.

Board of Directors

Role and responsibilities of the Board of Directors

At the beginning of every calendar year, the Board of Directors adopts a calendar of meetings and an annual

action plan, which can be revised according to the needs of the Company, as all its members are residents of

the prefecture of Attica, it is easy to convene and hold a meeting of the Board of Directors, when it is required

by the Company or the law, without the existence of a predetermined action plan. (1.17)

Size and composition of the Board of Directors

- The Company ensures diversity among the members of the Board of Directors. For senior managers, the aim

is, taking into account the market data and the Company‘s needs, to cover future openings/replacements of

positions, with corresponding managers to balance the diversity percentage represented. (2.2.15).

- No restrictions are placed on the members of the Board of Directors in the number of seats they hold on the

boards of directors of other companies, as the adequacy of the available time is considered during the election

(2.2.17 & 2.2.18).

- The Chairman of the Board of Directors is an executive member of the Board of Directors and is elected by

the Board of Directors. The Articles of L. 4706/2020 and L. 4548/18 are followed for the position of the Chairman

as well as that of the Deputy Chairman. In particular, the Chairman of the Board of Directors has been elected

by the executive members, while the Deputy Chairman is elected by the non-executive members. The Company

places special emphasis on the role of Mr. Stengos as the Company's chairman and executive member (2.2.21).

- The members of the Committees are appointed for a period equal to the term of office of the members of the

Board of Directors. Re-appointment of Committee members is always possible. There is no provision not to

exceed nine (9) years in total for the participation of (non-independent) members in the remuneration and

nomination committee. (2.3.12 & 2.4.11). The general remuneration of the Chairman of the Board of Directors,

the Managing Director as well as the members of the Board of Directors, executive and non-executive, are

provided for by the Remuneration Policy approved by the Annual General Meeting of the Company's shareholders

as of 15/07/2021, specified by the proposals of Remuneration Committee and the decisions of the Board of

Directors and are adequately disclosed in the financial statements, according to IAS 24 and in the Remuneration

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 35

Report that the Company is obliged to publish annually according to Law 4548/2018, on which the General

Meeting discusses and votes in an advisory capacity. No "compensation package" has been agreed upon for any

member of the Board of Directors.

Operation of the Board of Directors

- No provision is currently existing to support the Board of Directors in the exercise of its operations by a

competent, specialized and experienced corporate secretary, as its basic duties are fully served by other services

of the Company (3.1.5, 3.2.1 & 3.2.2). - the Board of Directors performs a self-assessment annually. The

procedure does not provide for the separate evaluation of the members of the Board of Directors and the

evaluation of the committees, except during the selection, replacement or renewal of the members of the Board

of Directors (2.2.22, 3.3.4, 3.3.5, 3.3.8, 3.3. 10, 3.3.12, 3.3.14).

1.3 Corporate governance practices implemented by the Company in addition to the provisions of

the law

The Company does not apply other practices in addition to the provisions of the current legal framework related

to corporate governance.

2. Main Characteristics of the Internal Control and Risk Management Systems in Relation to the

Preparation Procedure of the Financial Statements and Financial Reports.

The Company has an adequate and effective Internal Control System, which consists of all internal control

mechanisms and procedures, including risk management, internal control and regulatory compliance, and covers

on an ongoing basis every activity of the Company and contributes to its safe and effective operation. The

Company's Internal Control System aims at the following, in particular, objectives: a) consistent implementation

of the business strategy, with the effective use of available resources. b) effective operation of the Internal

Control Unit, whose organization, operation and responsibilities are defined in the law and in its Operating

Regulations. c) effective risk management, through identification and management of the essential risks

associated with the business activity and operation of the Company. d) ensuring the completeness and reliability

of the data and information required for the accurate and timely determination of the Company's financial

position and the preparation of reliable financial statements, as well as its non-financial statement, in accordance

with Article 151 of Law 4548 /2018. e) the effective compliance of the Company with the regulatory and

legislative framework, as well as the internal regulations governing the operation of the Company (regulatory

compliance). The Board of Directors ensures that the operations constituting the Internal Control System are

independent of the business areas they control, and that they have the appropriate financial and human

resources, as well as the powers for their effective operation, in accordance with what their role dictates.

Reporting lines and division of responsibilities are clear, enforceable and properly documented. The Company's

Internal Control Unit checks the correct implementation of every internal control procedure and system,

regardless of their accounting or non-accounting content, and evaluates the company through a review of its

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 36

operations, acting as a service to the Management. Its main mission is to monitor and improve the operations

and policies of the Company and its subsidiaries (hereinafter the "Group") and to provide advisory support by

submitting relevant proposals to the Board of Directors regarding the Internal Control System. Moreover, the

Internal Control Unit aims to provide reasonable assurance to shareholders for the achievement of the Group's

goals and objectives. The Head of the Internal Control Unit meets all the formal and material selection criteria

provided by the legislation. The Internal Control System aims, among other things, to ensure the completeness

and reliability of the data and information required for the accurate and timely determination of the Company's

financial position and production of reliable financial statements. The Company, in relation to the process of

preparing the financial statements, states that the financial reporting system of the Issuer uses an accounting

system that is sufficient for reporting to management, as well as to external users. Both the administrative

information and the financial information to be published include all the necessary information about an up-to-

date internal control system that includes analyzes of sales, costs/expenses, operating profits and other data

and indicators. All reports to management include the current period's sizes compared to those of the

corresponding period of the previous reporting year. All the published interim and annual financial statements

include all the necessary information and disclosures on the financial statements, in accordance with the

International Financial Reporting Standards, as adopted by the European Union, reviewed by the Audit

Committee and approved in their entirety respectively by the Board of directors. Controls are applied regarding:

a) identification and assessment of risks regarding the reliability of the financial statements, b) administrative

planning and monitoring regarding the financial sizes, c) prevention and disclosure of fraud, d)

roles/responsibilities of executives, e) closing procedure including integration (e.g. recorded procedures,

accesses, approvals, agreements, etc.) and f) securing the data provided by the information systems. The

preparation of the internal reports to the Management and the reports required by Law 4548/2018, the

International Financial Reporting Standards and the supervisory authorities is done by the Financial Services

Directorate, which has suitable and experienced staff for this purpose. The Management ensures that these

executives are properly informed about the changes in the accounting and tax matters concerning the Company

and the Group. The Company has established separate procedures for the collection of the required data from

the subsidiary companies and takes care of the agreement of the separate transactions and the application of

the same accounting principles by the Group companies. The purpose of the Company's Risk Management Unit

is, through appropriate and effective policies, procedures and tools, to assist the Board of Directors in the

identification, evaluation and management of material risks associated with the business activity and operation

of the Company and the Group, adequately and effectiveness. The purpose of the Company's Regulatory

Compliance Unit is to assist the Board of Directors in the full and ongoing compliance of the Company with the

effective legislative and regulatory framework and the internal Regulations and Policies governing its operation,

offering at all times a complete picture of the degree of achievement of this purpose.

General Meeting of Shareholders and rights of shareholders

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 37

The General Meeting of the Company's shareholders is, by law, its supreme body and is entitled to decide on

every case concerning the Company. It is convened and operates in accordance with the provisions of the

Articles of Association and the relevant provisions of Law 4548/2018, as effective. The Company proceeds with

the prescribed publications, and generally takes the necessary measures for the timely and complete information

of the shareholders for the exercise of their rights. The latter is ensured through the publication of notices of

General Meetings and their posting on the Company's website, the text of which includes an analysis of

description of shareholders' rights and how to exercise them

2.1 General Identification, evaluation, measurement and management of risks:

The identification and assessment of risks is mainly done during the preparation phase of the strategic planning

and the annual business plan. The topics examined vary according to market conditions and include indicative

developments and trends in the markets where the company operates or constitute significant sources of raw

materials, technological changes, macroeconomic indicators and the competitive environment. The Board of

Directors conducts an annual review of corporate strategy, key business risks and internal control systems.

The Board of Directors (the "BoD") believes it’s of utmost significance to focus on internal control and risk

management systems which are monitored, inter alia, through the regular reports. The BoD policy aims at

installing and maintaining the systems optimizing the ability to manage risks effectively.

The Board of Directors is responsible for identification, evaluation and monitoring the risks addressed by the

Company as well as their management. In addition to the regular reviews of the the risk management performed,

the BoD is informed by its executive members and key executives about the existence of control issues or events,

which could potentially have significant financial and business consequences.

The Board of Directors receives quarterly reports on the financial and operational conditions in every business unit

and operating segment. The reports and financial information are based on a standard procedure, and are

examined to facilitate that the decisions of the Board of Directors are implemented by the executive members and

key executives of the Company.

a) Review procedure.

The BoD receives regular reports from the Audit Committee and the internal audit service regarding the operation

of the internal control systems. These reports, combined with the Board of Directors’ review during the year of the

issues described below, allow the BoD to formulate its views on the effectiveness of the systems.

The Board of Directors reviews the internal control and risk management systems of the Company on a regular

basis:

• Designing the Company’s business strategy as well as business operations and sectors with medium-term

and medium-long-term estimates. A key point in this procedure is the review of business risks and opportunities

and the measures taken to manage them.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 38

• Evaluating and reviewing on a regular basis the operational and financial performance as well as the current

developments in the current period. In this context, these returns are compared with the results of previous

years in order to adopt action plans to optimize operational and financial performance.

• Performing, at least annually, updates and where necessary a review of the Company's risk management and

security programs.

• Evaluating and controlling the systems and procedures regarding the submission of reports and the

preparation of the separate and consolidated financial statements.

• Evaluating and developing the operation of its business segments.

Systems and procedures of control and risk management include:

• Generation, development and implementation of unified accounting applications and procedures.

• Procedures to restrict accessibility and change of the accounting plan used, in order to secure its

integrity.

• Policies, both for the Company and the departments, governing maintenance of the accounting

books, presentation of the transactions as well as the main financial audit procedures.

• Closing procedures which include submission deadlines, responsibilities, classification of accounts

and notification of required disclosures.

• Procedures to ensure that transactions are recognized in accordance with International Financial

Reporting Standards.

• Review, on a regular basis, of the accounting principles and policies implemented and ensure that

they are updated and communicated to the appropriate staff.

• Application of appropriate forms of corporate reporting, both for financial reporting purposes and for

administrative information purposes.

• Conducting, on a monthly basis, analysis of discrepancies between actual, budgeted and comparative

results to identify unusual transactions and to ensure the accuracy and completeness of the results.

• Policies and procedures for significant agreements, inventory procedures, payment procedures.

• Preparation, on a monthly basis, of detailed information, both at separate, per activity / subsidiary,

and at a consolidated level to the Management

b) IT Systems.

The IT systems that have been developed are designed to support the long-term goals of the Company and

are managed by the IT Manager with a professionally trained Information Systems Management Outsourcing

Team.

Appropriate policies and procedures are implemented that cover important areas of the business. Some of

the most significant procedures applied throughout the Company are the following:

Safety Procedures:

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 39

a) Backup (Daily - Monthly - Annual)

b) Restoration Procedure

c) Disaster Recovery Plan (procedures to be followed in case of disaster)

d) Server room security

e) Incident Log

Protection Procedures:

a) Antivirus Security

b) Ε-mail Security

c) Firewall

However, the Company has identified weaknesses in the management of user access and passwords as well

as weaknesses in the information security governance framework (eg password management policy, there is

no written process where changes are requested, implemented and controlled by end users, i.e. ticketing

system) and prepares a plan to solve them.

Moreover, it has gradually planned to upgrade the outdated software systems (indicatively Windows Server

2003R2, Windows Server 2012R2, MS SQL 200

Planning and monitoring / Budgeting:

The Company’s course of development is monitored through a financial budget. The development of the

Company's financial sizes largely depends on external factors such as energy prices, building materials and other

market factors. For this reason, the budget is adjusted to take these changes into account. The Company's

Management monitors the development of the Company's financial sizes through regular reports, as well as

meetings of the management team.

Adequacy of Internal Control System:

The Company's Management has designed and carries out ongoing supervisory operations, which are integrated

into the Company's operation ensuring the Internal Control System maintaining of its effectiveness over time.

The Company also conducts regular separate assessments regarding the Internal Control System suitability,

which are primarily implemented through the Internal Control Service. The Company has an independent

Internal Control Service, which, among other things, ensures that the risk identification and management

procedures implemented by the Company's Management are adequate, ensures the effective operation of the

Internal Control System and the quality and reliability of the information provided by the Management to the

BoD regarding the Internal Control System. The adequacy of the Internal Control System is monitored on a

systematic basis by the Audit Committee through two-way communication with the Internal Control Service.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 40

Prevention and suppression of financial fraud:

In the context of risk management, the areas considered to be at high risk for financial fraud are monitored

with appropriate control systems and correspondingly increased security measures. Indicatively, the existence

of an organizational chart, operating regulations, as well as detailed procedures and approval limits is mentioned.

Also, in addition to the control mechanisms implemented by every department, all the Company's operations

are subject to controls by the Internal Audit Service.

Internal Regulation of Operation:

The Company has prepared relevant Internal Operating Regulations, which have been approved by the Board

of Directors. Within the framework of the Regulation, the responsibilities of the basic jobs are also defined, thus

promoting the adequate separation of responsibilities within the Company.

Controls in information systems:

The Company has developed a monitoring and control framework for its information systems, which is defined

by separate control mechanisms, policies and procedures. Among them is the determination of specific access

rights for all employees depending on the position and role they hold, while a relevant log of access to the

Company's systems is also kept.

2.2 Financial statement preparation procedure controls

As part of the preparation procedures of the Company's financial statements, specific controls exist and operate,

which are related to the use of tools and methodologies commonly accepted based on international practices.

The main areas in which controls operate related to the preparation of the Company's financial reports and

financial statements are the following:

Organization - Distribution of Responsibilities

- The assignment of responsibilities and authorities both to the Company's senior management and to its middle

and junior executives, ensures strengthening of the effectiveness of the Internal Control System, while

preserving the required distribution of responsibilities. - Appropriate staffing of the financial services with people

who have the required technical knowledge and experience for the responsibilities assigned to them.

Accounting monitoring and preparation of financial statements procedures

- Existence of accounting policies and monitoring methods.

- Training and information of the personnel involved in the preparation of the Financial Statements.

- Automated reviews and verifications carried out between the various information systems while requiring

special approval of accounting treatments of non-recurring transactions.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 41

- Management's judgments and estimates required for the preparation of the financial statements are

reviewed in every financial reporting period, in relation to the identified risks.

Internal control procedures of the financial statements

- Internal control ensures the completeness and reliability of the data and information required for the accurate

and timely determination of the Company's financial position and the preparation of reliable financial statements,

as well as its non-financial statement, in accordance with Article 151 of Law 4548/2018.

The preparation procedures of the financial statements are designed so as to confirm with specific procedures

the Management’s assertions against third parties and external auditors on the separate funds of the financial

statements, which are as follows:

Regarding the Balance Sheet, the existence and ownership of the data, completeness, measurement and

classification in accordance with the accounting framework.

As far as the Results is concerned, the existence of transaction, accrual accounting, completeness, accuracy

and classification based on the accounting framework.

Asset Control Procedures

- Existence of controls for fixed assets, inventory, cash - checks and other assets of the Company, such as

indicatively physical security of the cash register and warehouses, inventory and comparison of the counted

amounts with those of the accounting books, adequate security of assets and others.

3. Board of Directors

3.1. Composition and mode of operation of the Board of Directors

The role, authorities and relative responsibilities of the Board of Directors are described in the Company's Articles

of Association (Articles 10-16), and additionally in the Board of Directors' Operating Regulations and the

Company's Internal Operating Regulations.

The Company’s Management and Representation

The Company is managed by the Board of Directors consisting of executive and non-executive members. The

Board of Directors consists of five (5) to fifteen (15) members. The current Board of Directors of the Company

has seven members of four-year term. It was elected by the Extraordinary General Meeting held on 15/07/2021,

constituted in a body by the decision of the board of directors as of 15.07.2021.

The Board of Directors members status as executive or non-executive is defined by the Board of Directors

(Article 5, Law 4706/20). The independent non-executive members are elected by the General Meeting or

appointed by the Board of Directors in accordance with par. 4 of Article 9 of Law 4706/20, they do not fall short

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 42

of one third (1/3) of the total number of its members and, in any case, is not less than two (2). If a fraction

occurs, it is rounded to the nearest whole number.

a) Responsibilities of the Chairman and Chief Executive Officer of the Board of Directors.

The responsibilities of the Chairman of the BoD are defined by the Articles of Association and the Internal

Regulations of the Company and are briefly as follows:

• Management of the Board of Directors by raising the issues for discussion, taking into account the issues

of the Company and the suggestions of the other members and thus ensuring its effective operation.

• Rational management and allocation of time available to the Board to resolve complex issues.

• Smooth conduct of corporate affairs

The responsibilities of the Chief Executive Officer are defined by the Articles of Association and the Internal

Regulations of the Company and are briefly as follows:

• Management of the internal operation of the Company's offices, regulation and handling of relationships

with staff, suppliers and customers.

• Performance of the Company’s daily operations within the framework of its responsibilities, as they have

been determined by the BoD.

• Ensuring the faithful implementation of strategic decisions and procedures within the Company, as

defined by the BoD.

• Providing directions and instructions to the executive members, the key executives and the staff of the

Company, with the ultimate goal of training and developing executives capable of undertaking

management positions in the future.

• In the context of the Company’s development and design of the future strategy, identification and

evaluation of business developments and prospects.

b) The General Meeting has the right to decide to increase or decrease the number of members of the Board of

Directors within the limits of the statutory regulation and to elect the required members to complete the number.

The General Meeting of Shareholders is the highest decision-making body of the Company and can decide on

all significant issues of the Company in accordance with the law (changes to the Articles of Association, election

of Board members, etc.). The Annual Regular General Meeting is held once a year within the time limits set by

law, from the end of the previous financial year in order, among other things, to approve the annual separate

and consolidated financial statements of the Company, to decide on the distribution of the results, the discharge

of the members of the Board of Directors and the auditors of the Company from any liability.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 43

Decisions are made by voting and in accordance with the law and the Articles of Association, in order to ensure

the participation of all shareholders in the results, whether they attend the meeting in person or vote through

an authorized representative. Representatives of the Board of Directors, the Chairman of the Audit Committee,

as well as the internal and external auditors attend the meeting and are available to answer shareholders'

questions.

The rights of the Company's shareholders are defined in the Articles of Association and C.L. 4548/2018 (on

Societe Anonymes).

c) Some of the members of the Board of Directors must have the status of a Public works contractor (registered

with the MEK), in accordance with the current provisions on contractor degrees, so that the company can obtain

the highest possible class of contractor degree.

d) Since for the fulfillment of the Company's statutory purposes, a special qualification is required, i.e. a scientific

diploma or a professional degree, the undertaking and execution of the relevant projects will be carried out on

behalf of the Company by the members of the Board of Directors of the Company who have acquired these

qualifications, who grant the use of their diplomas or professional degrees to the Company without any

additional charge or consideration (zero value) for this grant, except for the cases for which the General Meeting

of shareholders wanted to decide otherwise.

The above applies compulsorily to any natural person who is elected as a Director and may have these

qualifications, as long as he/she does not renounce his/her election within five (5) days, without extrapolation,

from the conduct of the relevant elections, with his/her written declaration that will notify the Company with a

bailiff.

The following table presents the members of the Company's Board of Directors, as well as the start and end

dates of their terms analytically for each one.

Position

Name

Executive / Non-

Executive

Member

Independent

Member

Start of

the term

of office

End of

term of

office

Chairman

Konstantinos Stengos

Executive

15/7/2021

15/7/2025

Chief Executive Officer

Georgios Stengos

Executive

15/7/2021

15/7/2025

Authorized Consultant

Marianna Stengou

Executive

15/7/2021

15/7/2025

Vice Chairman

Athanasios Klapadakis

Non-Executive

15/7/2021

15/7/2025

Member

Marina Giotaki

Non-Executive

15/7/2021

15/7/2025

Member

Spyridon Magliveras

Non-Executive

Independent

15/7/2021

15/7/2025

Member

Dimitrios Vassilopoulos

Non-Executive

Independent

15/7/2021

15/7/2025

Loss of BoD membership

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 44

1. In case of resignation, death or in any other way loss of membership of the Board of Directors, the remaining

members may continue the management and representation of the Company, without replacing the missing

members, provided that the number of them exceeds half of the members, as they had before the occurrence

of the above events. In any case it is not allowed to be less than three 3.

2. In any case, the Board of Directors may elect its members to replace members who resigned, died or lost

their status in any other way. The above election by the Board of Directors is made by decision of the remaining

members if there are at least three and is valid for the remainder of the term of office of the member being

replaced. This election is submitted to the public and announced by the Board of Directors at the immediately

following General Meeting, which may replace the elected even if no relevant item has been listed on the agenda.

The acts of the Board of Directors that intervened between the election of the above members and their possible

replacement are nevertheless considered valid.

3. In the event of resignation of one of the non-executive members, his/her replacement must also be a non-

executive member. The same applies to independent members.

4. In any case, the remaining members of the Board of Directors, regardless of their number, may call a General

Meeting for the sole purpose of electing a new Board of Directors.

Absence / Abstention of a member of the Board of Directors

1. Ongoing absence of a director, without justifiable reason, who resides at the Company's headquarters, from

the meetings or decisions of the Board of Directors for a period of time that is longer than six months, is

equivalent to a resignation, which is considered to have been made since the Board of Directors decides on this

and the relevant entry is made in its minutes.

2. A Director who is absent or unable to attend, is entitled, at his/her own risk, to delegate his/her representation

in the Board to another Director. The authorization for his/her representation may be valid for one or more

meetings of the Board of Directors. In case of absence or disability of one of the non-executive members of the

Board of Directors, his/her authorized representative must likewise be a non-executive member. The same

applies to the independent members of the Board of Directors.

Board of Directors Meetings

1. The Board of Directors may meet at the Company's headquarters whenever the law, the articles of association

or the Company's needs require it, following an invitation by the Chairman or the Deputy Chairman who specifies

the exact place, time and topics to be discussed, or if requested in writing by two (2) Directors. The Board of

Directors may also meet in another place outside the Company's headquarters, as long as all its members are

present or represented at the meeting and no one objects to the holding of the meeting and the taking of

decisions.

2. It is possible to hold a meeting of the Board of Directors via video conference. In this case, the invitation to

the board members includes the necessary information for their participation in the meeting. Each member of

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 45

the Board of Directors may claim to hold the meeting by teleconference in this regard, if he/she resides in a

country other than the one where the meeting is held or if there is another significant reason, in particular illness

or disability.

3. The Board of Directors can elect among its members with an absolute majority the Chairman and Deputy

Chairmen, as well as among its executive members a Managing Director and one or more General Managers. It

is not considered incompatible, for one and the same person, to be awarded two (2) positions from the

aforementioned. When the Chairman is prevented from performing his/her duties, he/she is replaced by the

Deputy Chairman or any Director appointed for this purpose by the Board of Directors. The composition of the

Board of Directors takes place during the first meeting of the Board of Directors after the election of its members

by the General Meeting.

4. The Chairman, and in his/her absence the Deputy Chairman, convenes the Board of Directors, directs the

discussions, supervises the smooth preparation of the Minutes, supervises the implementation of the decisions

and generally supervises the smooth conduct of corporate affairs.

5. The Managing Director directs the internal operation of the Company's Offices, regulates its relations with

staff, suppliers and customers and replaces the General Manager. The awarding of the above offices and their

responsibilities is both potential and revocable.

6. The General Technical Director heads the Company and directs its operations within the framework of the

definitions of the Law and the decisions of the General Meeting and the Board of Directors and replaces the

Managing Director. Such replacement of the Managing Director cannot be done during the meetings of the Board

of Directors and since the General Manager(s) do not have the status of a Director. The General Technical

Director must belong to the technical staff of the Company, as long as the Company is registered in the

contracting companies, in accordance with the provisions of par. 4 of Article 7 of the PD. 472/85.

7. Every member of the Board of Directors is responsible to the Company in the management of corporate

affairs. This liability does not exist if he/she proves that he/she exercised the care of a prudent businessman in

the management of corporate affairs. This due diligence is judged based on the capacity of each member, This

does not apply to the Managing Director, who is liable for any due diligence. Of course, this responsibility does

not exist, when it arises from actions or omissions, which are based on legal decisions of the General Meeting.

Moreover, there is no liability for acts or omissions based on a recommendation or opinion of an independent

body or committee, operating in the Company, in accordance with the law. Every member of the Board of

Directors is obliged to respect the secrets of the business.

In 2022, 11 meetings of the Board of Directors were held. All its members attended these meetings. The

remaining decisions of the Board of Directors were taken by signing minutes, in accordance with Article 94 of

Law 4548/2018.

BoD quorum

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 46

1. The Board of Directors is in a quorum and meets validly, if more than half (1/2) of the Directors are present

or represented in it, but at no time can the number of Directors present in person be less than three (3). To find

the quorum, any resulting fraction is omitted.

2. The decisions of the Board of Directors are taken by an absolute majority of the members present and

represented. In case of a tie, the vote of the Chairman of the Board of Directors prevails.

3. The discussions and decisions of the Board of Directors are certified by minutes and registered in special files

by law. The minutes are signed by the Chairman and the Directors who are present in person.

4. No Director may refuse to sign the minutes, if he/she had attended the meeting, but he/she may request that

his/her disagreement be registered.

5. Copies and excerpts of the minutes of the Board of Directors that must be brought to a court or other authority

are certified by the Chairman or the Deputy Chairman or, in the event of their obstruction, by the legal deputy

Director.

6. The preparing and signing of minutes by all the members of the Board of Directors or their representatives is

equivalent to a decision of the Board of Directors, even if there has been no previous meeting. This arrangement

also applies if all the directors or their representatives agree to record their majority decision in minutes, without

a meeting. The relevant minutes are signed by all the directors and entered in the minutes book. The signatures

of the directors or their representatives may be replaced by an exchange of messages via email or other

electronic means, to be determined, as the case may be, by decision of the Board of Directors.

BoD responsibilities

1. The Board of Directors is competent to decide every act concerning the Company’s representation and

management in the disposal and management of its property and in the general pursuit of the Company’s

objective, representing the Company without limitation of amount or objective.

2. (a) Acts of the Board of Directors, even if they are outside the corporate purpose, bind the Company towards

third parties, unless it is proven that the third party knew or should have known of the excess of the corporate

objective. Compliance with the publicity formalities for the current Articles of association and its possible

amendments does not constitute proof alone.

(b) Any restrictions on the authority of the Board of Directors by the current Articles of association or by a

decision of the General Meeting of the Company are not opposed by third parties acting in good faith, even if

they have been submitted to the publicity formalities provided for by law.

3. Indicative and not limiting, the Board of Directors: (a) represents the Company before all national and foreign

Courts, of all levels and jurisdictions and the Supreme Court and the Council of State, as well as before every

Public, Administrative, Regional, Municipal and Professional Authority and other decentralized services through

the Chairman or Deputy Chairman or any Director or other person designated by the Board of Directors, (b)

decides the increase of the Share Capital in accordance with par. 2 of Article 6 of the present Articles of

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 47

Association, as well as for the issuance of a joint bond loan as well as a convertible bond loan regardless of the

amount, (c) decides on the establishment and abolition of construction sites and the establishment and abolition

of Branches and determines the extent of these works and the jurisdiction of the Directors, determines and

controls every expense related to the operation of Company, appoints and dismisses the Directors of the

Company, arranging the responsibilities, obligations and remuneration of each of them, as well as the

remuneration of those charged with a special service or mandate, as long as they are not members of the Board

of Directors, in which case the more specific provisions of law and the Company's Articles of Association, (d)

concludes loans and other credit facilities with any conditions and collateral, (e) decides on the acquisition of

real estate or the sale of the Company's real estate, concludes purchases, sales, exchanges, contractual

agreements with landlords for construction of an apartment building for consideration, mortgages, pledges or

leases of real estate and movable property, the acquisition and expropriation of various rights and obligations

of the Company, ( f ) issues, accepts , endorses and discounts bills of exchange and promissory notes, bank or

other cheques, in the name issued by the Company , (g) signs all kinds of Bank credits, whether on mortgages,

or on pledged securities, or on open accounts and provides guarantees in favor of third parties, natural or legal

persons, with whom the Company has transactions and if it decides, that this is necessary for the achievement

of the corporate purpose, (h) represents the Company before any Customs Authority, performing any act for

the receipt or shipment of goods, either for the interior or for the exterior, signing declarations and any other

relevant customs document , which concerns the Company, (i) receives and transfers by endorsement or in any

other way bills of lading and pays them, issued in the name of the Company, (j) makes discounts and advances,

beneficially invests the Company's property, collects the dues in it by any natural or legal person, of private or

public law, or of the State and signs any contracts with or without concessions or privileges, ( k ) determines

the conditions of the establishment and participation of the Company in all kinds of companies and enterprises,

( l ) determines the general conditions of the current credit accounts and all the Company's accounts in general,

( m ) assigns the Company's receivables, accepts the assignment of other such, ( n ) determines every time the

use of available funds, ( o ) accepts , induces and gives the oaths imposed for the Company, designating one

of its members or the Company's employees for the installment of the oath, ( p ) negotiates , contracts,

compromises, signs co-contracts, appoints arbitrators, decides on the lawsuits, filing of complaints, exercise of

regular and extraordinary remedies and other remedies, accepts decisions, waives regular and extraordinary

remedies, waives all or part of pleadings and trials, and decides on the registration, elimination or removal of

mortgages, pre-notes , confiscations and for the abolition of lawsuits, ( q ) grants general or partial power of

attorney to the persons it approves and appoints attorneys of the Company, providing them with the appropriate

judicial power of attorney and revokes them, (r) convenes the General Meetings of shareholders, regular or

extraordinary, arranges the items on their agenda, closes the accounts and the annual balance sheet of the

Company and submits it with the necessary explanatory report to the General Meeting of shareholders,

proposing to it the depreciations that must be made on the doubtful accounts or on the installation expenses

and the necessary deductions, either for contingent losses, or for the formation of an extraordinary reserve, as

well as for the dividends distributed to the shareholders, ( s ) proposes to the General Meeting the amendment

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 48

of the Company's Articles of association, the increase and decrease of the Company capital, the extension of

the duration of the Company, its liquidation, before the expiry of its contractual term and the merger with other

companies and any other matter that falls under the competence of the General Meeting, (t) determines the

details of issuing new shares, in accordance under the terms of the present Articles of association, in particular,

it does not freely determine the number of shares, which each security can represent, ( u) keeps the minutes

and book minutes of the meetings and (v) generally acts every act of management of corporate affairs unless

defined otherwise in the present Articles of Association as well as the law as provided for by the mandatory law.

4. The Board of Directors may, by its decision, delegate the exercise of all its powers and responsibilities (except

those which according to the law or the provisions of the present Articles of Association require collective action)

or any specific act, to one or more persons, its executive members or not, determining at the same time the

extent of this person's authorities. However, the responsibilities of the Board of Directors are subject to the

provisions of Law 4548/2018 and the provisions of the present Articles of Association.

Company Representation

1. The Company is in principle represented in Courts and out of court by its Board of Directors acting collectively.

2. The Board of Directors may, by its decision, delegate the representation of the Company for all or some

issues or for specific actions (with the exception of the cases for which collective action is required by the Law

or by these Articles of association) to its Chairman of the Board of Directors or the Managing Director or the

General Manager or to one or more of the executive members of the Board of Directors or to one or more of

the Directors of the Company or to persons outside the Board (employees of the Company and not)

simultaneously appointing the deputies to case of their absence or obstruction.

3. To facilitate the Company’s undertaking valid obligations, a signature placed below the Company name is

required. The Chairman of the Board of Directors, the Managing Director and General Manager, either jointly or

individually, each under the corporate name, have the right to such a signature.

Moreover, any other person who will be authorized for this purpose by the Board of Directors of the Company

has the right to sign.

4. The current service (correspondence) is signed by the Chairman of the BoD or the Managing Director or the

General Manager or any other person authorized by the Board of Directors. The Chairman of the Board of

Directors, the Managing Director and the General Manager acting in accordance with the respective

authorizations of the Board of Directors have the general internal and external management, management and

administration of the Company's operations, in all branches, and individually each one represents the Company

against any third party and any Judicial or Administrative Authority, both at domestically and abroad and

generally authorized by the Board of Directors in general or specifically for one or more of its acts, have in the

management and representation of the Company the rights and duties granted to them of the Board of Directors

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 49

indicatively and not restrictively listed in Article 15 of the present Articles of Association and in the other Articles

thereof and in the conditions currently determined.

They are acting and individually each according to the authorizations of the Board of Directors appoint the legal

advisors and lawyers of the Company, accept and give the oaths imposed or induced in the Company, induce

and replace them, head and have the general supervision of the Directors and all the employees of the Company

and the other persons in its Service, decide the recruitment and termination of the staff in general, sign the

correspondence and prepare the regulations of the internal service, ensure the execution of the decisions taken

by the Board of Directors, always exercise possible control over the managers of the Company and over the

entire Service and recommend the affairs to the Board of Directors and generally manage only those tasks which

were to be assigned to them by the Board of Directors.

The Chairman of the Board of Directors or the Managing Director or the General Manager is replaced by one of

them and in case of obstruction of both by the Director currently designated by the Board of Directors.

3.2 Information about the members of the Board of Directors

According to Article 10 of the Company's Articles of Associations, the Board of Directors consists of five (5) to

fifteen (15) members. The current Board of Directors of the Company has seven members. It was elected by

the Extraordinary General Meeting held on 15.07.2021 and constituted in a body by the decision of the board

of directors as of 15.07.2021. It consists of the following members: a. Konstantinos Stengos, Chairman,

executive member. He is the founder and Chairman of the TECHNICAL OLYMPIC Group of companies. In 1955

he was admitted to the Faculty of Civil Engineering of the NTUA. In 1965 he founded the construction Company

PELOPS LTD in Patras, which in 1967 obtained the highest, at that time, 5th class contractor diploma. In 1980

the Company was renamed TECHNICAL OLYMPIC S.A. and until the year 2000, when it was converted into a

holding Company, it held a construction diploma of the then highest 8th class. In 1973, he founded the technical

Company MOCHLOS S.A., holder of the highest 7th grade construction diploma, and in 1976 he founded the

technical Company TOXOTIS ATE. In 2012, a section of the construction branch of the ongoing public

engineering projects of the MOCHLOS SA Company was split off which was absorbed by the Company PORTO

CARRAS S.A., which still holds the highest contractor degree of the 7th Class. TECHNICAL OLYMPIC S.A. and

MOCHLOS SA. were admitted to the main market of the Athens Stock Exchange from the year 1994 where

TECHNICAL OLYMPIC S.A. remains until today. At the end of 1996 the TECHNICAL OLYMPIC group, through its

subsidiaries, expands its operations abroad (England, Germany) and from 1998 it develops other business

activities (such as in wind energy, in the construction and operation of self-financed tourist marinas, etc.) while

at the same time establishing itself in the Balkan market (Romania) for the construction of various technical

projects. In 1999, with the acquisition of 80% of the American NEWMARK HOMES Inc., listed on the NASDAQ

of New York, the group expands its operations in America, in the field of urban real estate (Homebuilding). In

the same year, he acquires the "PORTO CARRAS" complex and enters the hotel segment, tourist and industrial

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 50

holdings. In 2000 he acquires 100% of the American Company ENGLE HOMES Inc. (until then, also listed on

NASDAQ), thus expanding his range in the American Homebuilding market. b. Georgios Stengos, CEO,

executive member. He holds a degree in Mechanical Engineering from the University of Miami and the National

Technical University of Athens. From 2004 to the present he is the CEO of the Technical Olympic Group S.A.,

from 2004 to 2014 he was the CEO of the construction Company (7th class of the Ministry of Internal Affairs)

"MOCHLOS S.A.", from 2004 to 2007 he was the Executive Deputy Chairman of the American Homebuilding

"TECHNICAL OLYMPIC USA" (TOUSA), listed on the NYSE, from 2002 to 2008 he was the Executive Deputy

Chairman of the Company "KAZINO PORTO CARRAS SA", then listed on the Athens Stock Exchange, from 2002

until 2006 he was Deputy-Chairman of the Board of Directors of SEISET (Association of Listed Companies in

A.A.) for two (2) consecutive terms and from 2001 to 2009 he was Deputy-Chairman of the development and

exploitation Company of tourist marinas "DILOS MARINES SA". c. Marianna Stengou, Executive member and

Authorized Advisor. She is a qualified Civil Engineer from the University of Miami, with a master's degree in steel

construction. She holds a license to practice from the TEE and a 4th class MEK builder's degree in road

construction, building, hydraulic and industrial/energy projects and 3rd class in port works. Since 2000, she has

been working for TECHNICAL OLYMPIC, in which, from 2014 to May 2019, she held the position of a member

of the Board of Directors. From 2004 to 2008 she was a member of the Board of Directors of TOUSA Inc., listed

on the NYSE. Also Deputy Chairman of the Board of Directors of the companies Porto CARRAS S.A. and Porto

CARRAS Golf S.A., from 2014 until their sale, in April 2020. She was Deputy-Chairman of the Hellenic Golf

Federation in the years 2012-2020. She also served as Chairman and CEO of Toxotis ATE from 1999 to 2004.

d. Athanasios Klapadakis, Deputy Chairman Non-executive, member. He is a Civil Engineer with a degree

from the University of Thessaloniki and holds a 4th Class MEK construction degree in road building, hydraulic

and industrial/energy projects in ports. From 1978 to 1985 he worked as a freelancer with studies and

constructions of many private building projects. also, as a first-class public works contractor, he executed public

works of a corresponding size. From 1985 to 1992, in parallel with the exercise of the free profession, as a

contracted executive of the central service of the Ministry of Public Works, he supervised the preparation of

numerous studies and the execution of a large number of public works. From 1992 until today he was a member

of the Board of Directors and General and Technical Director of companies of TECHNICAL OLYMPIC Group, with

participation in all the Group operations (public and private projects, tourist and commercial activities of Group

companies operating in the Porto Carras complex of Sithonia, Halkidiki from the end of 1999 until 15/ 4/2020.

From 2003 to 2009, he was an independent and non-executive member of the Board of Directors of TECNICAL

OLYMPIC Group companies, while simultaneously practicing as a civil engineer. From 2021 to the present, he is

a non-executive member of the Techniki Group at the same time, from 2010 until today, he is the founder, full

member and administrator of A. Klapadakis and Co. Ltd., with the object of techno-economic studies, supervision

and provision of relevant consulting services e. Marina Giotaki, Non-executive member. Marina Giotaki has

worked as an Accounting Executive of the TECHNICAL OLYMPIC Group of Companies from 29/10/2002 to

21/03/2013. She has many years of experience from her employment in accounting and other companies. f.

Spyros Magliveras, holds a degree in Economics from the National Kapodistrian University of Athens, a

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 51

master's degree in Agricultural Economics from the University of London, as well as an MBA from the University

of Indianapolis, USA. He has many years of experience in large Greek and multinational companies, such as the

Papaellina Group, ES, HA Hellas, TECHNICAL OLYMPIC Group, Boutari Group, and Halyvourgiki. g. Dimitrios

Vassilopoulos, Independent Non-executive member, holds a degree in Business Administration from the

Athens University of Economics. He has many years of experience, from the position of Accounting Director and

Financial Director, in large Greek companies, mainly construction companies, including the Technical Olympic

Group, from 10/1996 to 3/2002. He is the founder - administrator and partner of Taxacco Sole Proprietorship

Ltd., with a license to operate an Office providing Accounting-Tax services since 12/03/2005. He has continued

his employment at Taxacco Sole Proprietorship since 2012, when he retired until today.

It should be pointed out that the top managers existing in the Company and are not included in the above

members of the Board of Directors are a) the Financial Director of the Group Spingos Christos who holds a

degree in Accounting and Financial Management as well as a master's degree in Business Administration from

the Athens University of Economics and Business Administration Department. He is also a member of the

Economic Chamber of Greece with a Class A Tax Accountant license. He has served as a manager in various

positions in the Financial Department, both in Multinational and in Greek Groups of Companies from 1990 to

the present, in the fields of Financial Services, Trading & Import of Vehicles, Financial Institutions, Trading of

Electronic Items, Production of Consumer Products & Food, E-Commerce, Wholesale & Retail & Merchandising

& Business Consulting

b) the Technical Director of the Group, Zikos Christos, who holds a degree from the School of Mechanical

Engineering of the E.M.P. (National Technical University of Athens). He has served as a supervisor in Hospital,

Mechanical constructions projects, Irrigation projects, oil pumping and refining facilities as well as staff training

in Greece and abroad. In addition, he was General Manager of the Porto CARRAS complex. c) the Group's

Shareholder Service and Public Information Officer Rokkos Andreas who holds a degree from the University

of Piraeus, Department of Business Organization and Management, a member of the Greek Chamber of

Commerce and holder of licenses to practice the Economic Profession and Accountant - Tax Technician 1st

Class. He has been a senior executive in the Financial sector for a number of years. d) the Head of the Internal

Control Unit Manakas Paraskevas who holds a degree from the Department of Economics of the National and

Kapodistrian University of Athens, holder of COSO Internal Control Certification Certificate Program, a license to

practice the economic profession from the Economic Chamber of Greece and a First Class Tax Accountant

license. He is a member of the Hellenic Institute of Internal Auditors and the Economic Chamber of Greece.

Based on the above composition, the Board of Directors consists of three (3) executive and four (4) non-

executive members, of which two (2) are independent members, for whom the Board of Directors considers

that they maintain their independence, based on the provisions of Law 4706/2020. The term of office of the

Board of Directors is four years, expires on 15.07.2025 and is automatically extended until the first regular

General Meeting after the end of its term. In any case, the term cannot exceed four (5) years. The members of

the Board of Directors, apart from their activities related to their status and their position in the Company, do

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 52

not perform any other professional activities, which are significant for the Company, with the sole exception of

Mr. Athanasios Klapadakis, Full Member and Administrator of A. Klapadakis and SIA E.E., with the object of

techno-economic studies.

The members of the Board of Directors and the main Executives who own shares, as well as their number and

the percentage of the total shares of the Company are as follows:

Name/Surname of Shareholder

Proportionate Shares

(in items)

Rate

Stengos Konstantinos

16,850,930

41.40%

Stengos Georgios

5,044,152

12.39%

Stengou Marianna

2,295,431

5.64%

Klapadakis Athanasios

3,621

0.009%

3.3. Evaluation procedure of the Board of Directors

The Company implements an evaluation policy for members of the Board of Directors, the purpose of which is

to ensure its effective operation and the fulfillment of its role as the Company's highest management body. The

members of the Board of Directors are evaluated on a collective basis, annually. The procedure is conducted in

the form of a self-assessment based on questionnaires maintained by the Company's Remuneration and

Nomination Committee and completed by all members of the Board of Directors. This procedure is chaired by

the Chairman of the Board of Directors, and its results are discussed by the Board of Directors. In addition, the

Board of Directors decides whether it is appropriate to carry out the annual evaluation with the assistance of an

external consultant. At the same time, the above policy of the Company provides for the evaluation of the

executive members of the Board of Directors by the non-executive members (without the presence of the

remaining executive members) in a special meeting, during which their performance is discussed in terms of

the overall performance of the Company in relation to the budgeted objectives according to the scope of

responsibility of every executive member. After the above procedure is completed, the evaluation report is

prepared, which includes the results of the self-evaluation, a brief description of the evaluation process, a

reference to the areas/points covered, the main advantages identified and the areas in need of improvement,

as well as summary data on the answers given to the self-assessment questionnaire. The Board of Directors,

after discussing the results of the self-assessment, determines by its decision any further actions deemed

appropriate to be launched, based on which the relevant action plan is prepared.

3.4. Audit Committee

The Company, complying with the provisions and requirements of Law 4449/2017, as amended and effective,

has established an Audit Committee with the aim of supporting the Board of Directors in its duties regarding,

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 53

among others, financial reporting, internal control and supervision of the statutory audit, whose composition

was renewed with the Regular General Meeting held on 15.07.2021.

The Audit Committee consists of two independent non-executive members of the Board of Directors, Mr.

Spyridon Magliveras Economist, and Mr. Dimitrios Vassilopoulos Economist, and a third directly elected by the

General Meeting without being a member of the BoD, Mr. Antonis Polykandriotis, Economist. Mr. Antonis

Polykandriotis has been appointed Chairman of the Audit Committee.

According to the decision of the Regular General Meeting on 15.07.2021, the term of the committee is the same

as the term of the board of directors, i.e. it ends on 15.07.2025, but extending until the day after the end of

the Regular General Meeting, but not being able to exceed the four years. In case of resignation, death or loss

of the status of the member of the Audit Committee, the Board of Directors appoints among its existing

members, a new member to replace the one who expired, for the period of time until the end of the term of

office, taking into account, if the case arises, of paragraphs 1 and 2 of Article 82 of Law 4548/2018, which

applies accordingly. When the member of the previous paragraph is a third person, not a member of the Board

of Directors, the Board of Directors appoints a third person, not a member of the Board of Directors, as a

temporary replacement, and the next general meeting proceeds either with the appointment of the same

member or with the election of another, for the period of time until the end of his/her term in the Audit

Committee.

The responsibilities and obligations of the Audit Committee consist, among others: a) monitoring the financial

reporting process and submitting recommendations or proposals to ensure its integrity, b) informing the Board

of Directors of the result of the statutory audit and explaining how the statutory audit contributed on the integrity

of the financial reporting and what was the role of the Audit Committee in the process in question, c) monitoring

the effectiveness of the internal control, quality assurance, risk management and regulatory compliance systems

of the Company and, as the case may be, of its Internal Control Unit, as regards concerns the financial

information of the Company without infringing its independence, d) monitoring the mandatory audit of the

annual separate and consolidated financial statements and in particular its degree of performance, taking into

account any findings and conclusions of the Accounting Standardization and Audit Committee in accordance

with par. 6 of Article 26 of Regulation (EU) no. 537/2014 and par. 5 of Article 44 of Law 4449/2017, as amended

by par. 7 of Article 74 of Law 4706/2020, e) supervising and monitoring the independence of certified public

accountants or auditing firms in accordance with Articles 21, 22, 23, 26 and 27, as well as Article 6 of Regulation

(EU) no. 537/2014 and in particular the appropriateness of the provision of non-audit services to the entity

under audit in accordance with Article 5 of Regulation (EU) no. 537/2014, f ) is responsible for the organization

of the selection procedure of certified public accountants or auditing firms and recommending the certified public

accountants or auditing firms to be appointed in accordance with Article 16 of Regulation (EU) no. 537/2014,

unless par. 8 of Article 16 of Regulation (EU) no. 537/2014, g) giving opinions on the approval and revision of

the Company's Operating Regulations, the Corporate Governance Code, as well as submitting at its discretion a

proposal for the revision of these Regulations.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 54

Specifically, with regard to the external audit and the financial reporting process, the Audit Committee: a)

Proposes to the Board of Directors the appointment, re-appointment (by the General Meeting of the Company's

shareholders) and any (under the terms of Article 43 of Law 4449/2017, as effective) suspension of the certified

public accountant, as well as the approval of the fee and the terms of appointment of the certified public

accountant, b) be informed of the procedure and schedule for the preparation of the financial information by

the management, c) Be informed by the certified public accountant on the annual mandatory audit program of

the Company's annual separate and consolidated financial statements for every fiscal year, before its

implementation and evaluates it, d) Examines and thoroughly analyzes the most significant issues and risks that

may have an effect on the annual separate and consolidated financial statements of the Company as well as on

the significant judgments and estimates of the management during their preparation, e) Ensures timely and

substantial communication with the certified public accountant in view of the preparation of the audit report

and its supplementary report of the latter (Article 11 of Regulation (EU) No. 537/2014) to the Audit Committee,

and resolves any disputes between the management and the certified public accountant, f) Reviews the financial

reports before their approval by the Board of Directors in order to assess their completeness and consistency in

relation to the information that has been brought to its attention, as well as with the accounting principles

applied by the Company and informs the Board of Directors accordingly.

Specifically, with regard to the procedures of internal control systems, risk management, regulatory compliance

and the Internal Control Unit, the Audit Committee: a) Submits to the Board of Directors a proposal for the

candidate to be appointed as head of the Internal Control Unit and evaluates the staffing and the organizational

structure of the Internal Control Unit and identifies any weaknesses thereof, b) Submits to the Board of Directors

proposals for the internal operating regulations of the Internal Control Unit, which are approved by the Board

of Directors, c) Is updated on the annual audit program of the Internal Control Unit Audit before its

implementation and evaluates it, d) Gets knowledge of the work of the Internal Control Unit, its reports (regular

and extraordinary), e) Monitors in general the information of the Board of Directors with the content of the

aforementioned reports, regarding the Company's financial reporting, f ) Monitors the effectiveness of the

internal control systems mainly through the operations of the Internal Control Unit and the operations of the

certified public accountant, g) Ensures the timely notification and discussion of the problems that are identified

by the Internal Control Unit with the management and recommends to the management the necessary corrective

measures, h) Supervises the management of the main risks and uncertainties of the Company and their regular

review. For the results of all the above actions, the Audit Committee informs the Board of Directors by submitting

quarterly reports with its findings and with proposals for the implementation of corrective actions, if deemed

appropriate.

The Audit Committee during the 2022 (01.01.2022-31.12.2022) convened 17 times and all its members attended

these meetings. More specifically, the Audit Committee during the period from 01.01.2022 to 31.12.2022:

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 55

▪ Briefed by the CPA regarding the audit design, schedules, audit approach, audit scope, material size

determination method, key audit matters, how to assess the most significant risks and proposed audit

procedures for the annual financial statements of 2021 and the interim financial statements of 2022.

▪ Examined before submitting them for approval to the Board of Directors the financial statements of the

Company (separate and consolidated), prepared in accordance with International Financial Reporting

Standards (IFRS) and positively evaluated their completeness and consistency in relation to the

information they have taken into account the accounting principles applied by the Company.

▪ Upon completion of the annual statutory audit for the 2021 financial statements, it examined the issues

arising and evaluated the audit results.

▪ Examined in the context of the audit of the financial statements for 2021 the final supplementary report

of the Company's statutory auditors, in connection with the audit report.

▪ Based on all the data, the Audit Committee assessed that the key matter and significant risks highlighted

during the audit process, both by the external auditors and by the Company itself, have been satisfactorily

addressed. It is to be noted that throughout the preparation and review of the financial statements for

2021, the Audit Committee acted on what is mentioned in point B.i of decision 1302/2017 of the Hellenic

Capital Market Commission.

▪ Regarding the 2021 financial statements, it informed the Board of Directors about the contribution of

the statutory audit to the quality and integrity of the financial reporting, that is, to the accuracy,

completeness and correctness of the financial reporting approved by the board of directors and made

public. At the same time, it informed about its role in the above process, recalling the actions taken during

the process of performing the statutory audit, for the integrity of the financial reporting.

▪ It recommended to the Board of Directors for the audit of the financial statements of 2022 the renewal

of the term of office of the auditing firm "GRANT THORNTON SA CHARTERED ACCOUNTANTS

MANAGEMENT CONSULTANTS". It is to be noted that the above references to "financial statements" are

both separate and consolidated.

Specifically, regarding the structure and procedures of the Internal Control System, the Audit Committee

during the period from 01.01.2022 to 31.12.2022:

• Approved the audit plan of the Internal Control Unit for the year 2022.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 56

• Examined and evaluated the effectiveness and efficiency of the Internal Control System procedures and

made recommendations.

• Worked with the Internal Auditor, while discussing the findings and conclusions on the audit reports.

Great emphasis was placed in 2022 on the challenges created by the Russian -Ukrainian conflict as well

as the continuation of the COVID 19 pandemic in the corporate context.

• Monitored the implementation of the annual audit plan, through the quarterly reports of the Internal

Audit department. In addition, during 2022, the Audit Committee contributed to the Company's

adjustment process with Articles 1 to 24 on corporate governance of Law 4706/2020, a project for which

the Company also collaborated with specialized external consultants.

Finally, the Audit Committee approved its revised Operating Regulations after its election and its formation as a

body. It is clarified that the Company's Regular Statutory Auditor, who conducts the audit of the annual and

interim financial statements, does not provide any other type of non-audit services to the Company which are

prohibited in accordance with the provisions of Article 5 of Regulation (EU) no. 537/2014 of the European

Parliament and of the Council and Law 4449/2017, nor is it connected to any other relationship with the

Company, in order to ensure in this way its objectivity and independence.

3.5. Remuneration Committee

The Company, in compliance with the provisions and requirements of Law 4706/2020, has established a

Remuneration Committee with the aim of:

a) to formulate proposals to the Board of Directors regarding the remuneration policy of the Company which is

submitted for approval to the General Meeting (according to Article 110 par. 2 of Law 4548/2018).

b) to formulate proposals to the Board of Directors regarding the remuneration of persons falling within the

scope of the Remuneration Policy.

c) to assess, on a regular basis, the need to update the Company's Remuneration Policy taking into account

legislative developments and best practices.

d) to review, on an annual basis, the level of benefits of the Company and its subsidiaries based on the best

practices and the levels of remuneration of the respective industry proposing, if deemed necessary, the

necessary modifications to the level of benefits and the Remuneration Policy.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 57

e) to examine the information included in the final draft of the Company's annual remuneration report and to

formulate an opinion to the Board of Directors on this, before submitting the Remuneration Report to the General

Meeting (according to Article 112 of Law 4548/2018).

The Remuneration Committee has three members and consists of two independent non-executive members of

the Board of Directors, Mr. Spyridon Magliveras and Mr. Dimitrios Vassilopoulos, and one non-executive member

of the Board of Directors, Mr. Athanasios Klapadakis. The members of the Remuneration Committee are elected

by the Board of Directors. Mr. Dimitrios Vassilopoulos has been appointed Chairman of the Remuneration

Committee. During 2022 (01.01.2022-31.12.2022) the Remuneration Committee convened twice and all its

members attended these meetings. More specifically, the Remuneration Committee during the period from

01.01.2022 to 31.12.2022, recommended to the Company's Board of Directors the Remuneration Report of the

members of the Board of Directors of the financial year 2021 and made proposals to the Board of Directors

regarding the remuneration of the persons who fall within the scope of the remuneration policy, in accordance

with Article 110 of Law 4548/2018.

3.6. Nomination Committee

The Company, in compliance with the provisions and requirements of Law 4706/2020, has established a

Nomination Committee in order:

1. To research and propose suitable persons, as candidates to fill the vacant positions of the Board of Directors,

whenever the need arises. For this purpose, the Committee takes into account the required qualifications and

abilities, in terms of specialties, knowledge and experience of the persons who should participate in the Board

of Directors and in what proportions. The Committee takes into account in particular any obstacles or

incompatibilities (with particular emphasis on the conditions of independence of the independent members)

taking into account the relevant provisions of the effective Corporate Governance Code and the Company's

Internal Operating Regulations. It evaluates and assesses the individual and collective suitability of the members

of the Board of Directors.

2. To ensure, at all times, the existence of a suitable successor to the Managing Director and to inform the

Board of Directors accordingly.

3. To assess and estimate the appropriateness of the structure, size and composition of the Board of Directors

and to submit recommendations to it, in relation to any required changes.

4. To evaluate the suitability policy and submit proposals for the suitability policy, which includes at least

adequate representation by gender.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 58

5. To monitor and make recommendations to the Board of Directors regarding the appropriateness and

adequacy of the policy followed by the Company's Management for the selection and recruitment of top

managers.

6. To research and propose to the General Meeting, suitable persons, as candidates for filling the positions of

the Audit Committee. In particular, to ascertain the suitability of the candidate members of the Audit Committee

and the completeness/compliance with the criteria provided by paragraph 1 of Article 44 of Law 4449/2017, as

effective.

The Nomination Committee has three members and consists of two independent non-executive members of the

Board of Directors, Mr. Spyridon Magliveras and Mr. Dimitrios Vassilopoulos, and one non-executive member of

the Board of Directors, Mr. Athanasios Klapadakis. The members of the Nomination Committee are elected by

the Board of Directors. Mr. Dimitrios Vassilopoulos has been appointed Chairman of the Nomination Committee.

The Nomination Committee convened twice during the 2022 financial year (01.01.2022-31.12.2022) and all its

members attended these meetings.

More specifically, the Nomination Committee during the period from 01.01.2022 to 31.12.2022 formulated

proposals to the Board of Directors regarding a) the filling of the vacant position on the Board of Directors of

the main subsidiary SAMOS MARINES SA after the resignation of a member and b) the evaluation the individual

and collective suitability of the members of the Board of Directors and the independence of the Independent

Non-Executive Members of the Board of Directors in accordance with Article 110 of Law 4548/2018.

3.7. Other management, supervisory bodies or committees of the Company

As of the date hereof, there are no other management or supervisory bodies or committees of the Company

within the framework of the Board of Directors.

3.8. Diversity Policy in the composition of the Company's administrative, management and

supervisory bodies

The Company ensures diversity in the members of the Board of Directors. For senior managers, the aim is,

taking into account the market data and the needs of the Company, to cover future openings/replacements of

positions, with corresponding managers to balance the represented percentage of the two genders. In general,

the Company applies diversity criteria for the selection of the members of the Board of Directors. The application

of these criteria aims to promote an appropriate level of diversity in the Board of Directors and to bring together

a wide range of qualifications and skills to ensure the diversity of opinions and experiences and consequently

the correct decision-making. It ensures that the qualifications and skills are proportionate and relevant to the

activities of the Company and its subsidiaries. Relevant to the Company's operations is understood in any case

as knowledge and experience in financial, accounting or legal matters. The Company does not exclude or

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 59

discriminate on the basis of sex, race, color, ethnic or social origin, religion, belief, property, birth, disability,

age or sexual orientation. The Company ensures adequate representation by gender at a rate of at least 25%

of all members of the Board of Directors.

3.9 Compliance procedure with the obligations arising from Articles 99 to 101 of Law 4548/2018

The Company has adopted a compliance procedure with the obligations arising from Articles 99 to 101 of Law

4548/2018, with the aim, among other things, of ensuring that its Board of Directors has sufficient information

to make its decisions regarding transactions between related parties. In particular, in the context of handling

issues related to the Company's transactions with related parties, based on the effective legislation, the following

steps are followed with the assistance of the Company's Departments involved:

i. Preparation of rationale regarding the transaction under consideration.

ii. Defining the basic terms of the transaction (financial terms and technical terms).

iii. Identification of the parties and assessment of whether they are considered related under International

Accounting Standard 24 and 27.

iv. Evaluation of whether the transaction falls under the exceptions of Article 99 Law 4548/2018 or not.

v. Making a decision on how to handle the transaction following the opinion of the Audit Committee if

deemed appropriate.

vi. Determination of transaction price.

vii. Assignment for the purpose of obtaining a report from a certified auditor or audit firm to assess the

fairness and reasonableness of the transaction for the Company and the Shareholders who are not a

related party including minority Shareholders, in accordance with Article 101 of Law 4548/2018.

viii. Since the transaction is governed by the provisions of paragraph f of paragraph 3 of Article 99 of Law

4548/2018, it is assigned to the persons of paragraph 1 of Article 101 of Law 4548/2018, the expression

of opinion regarding the extent to which there is sufficient protection of the interests of the Company,

its subsidiary and their Shareholders who are not related parties, including Minority Shareholders, or

whose interests are not endangered by the conclusion of the transaction.

ix. Announcement of the granting of permission to draw up the transaction in accordance with the

prescribed publicity rules.

x. Granting permission to prepare the transaction by the Board of Directors or the General Meeting, as

provided.

Suitability Policy of the members of the Board of Directors

The Suitability Policy was prepared by the Company's Board of Directors and was approved by the decision of

the Regular General Meeting dated 15.07.2021. Its scope includes the members of the Board of Directors. The

purpose of the Policy is to determine:

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 60

a) the authorities regarding the selection or replacement of the members of the Board of Directors as well as

the renewal of the term of office of its existing members,

b) the criteria for evaluating the suitability of the members of the Board of Directors,

c) the diversity criteria for the selection of the members of the Board of Directors,

d) the principles governing the action of the Nomination Committee and

e) a transparent and efficient candidate selection process.

The purpose of the Policy is to ensure that the Company has the appropriate combination of knowledge, skills

and experience at the level of the Board of Directors and Committees. In particular, the Policy aims to ensure

the quality staffing, efficient operation and fulfillment of the role of the Board of Directors based on the general

strategy and the medium and long-term business goals of the Company with the aim of promoting the corporate

interest.

The purpose is to ensure the optimal staffing and smooth succession and continuity of the Company's Board of

Directors, with the appropriate diversity and composition. The Board of Directors continuously monitors the

suitability of its members and, where deemed necessary based on the current legislation and the Suitability

Policy , re-evaluates their suitability and possibly initiates their replacement.

3.11 Internal Control System evaluation report

This report presents the results of the evaluation process of the Internal Control System in accordance with

Article 14, paragraph 3 letter j and paragraph 4 of Law 4706/2020 and the relevant decisions of the Board of

Directors of the Hellenic Capital Market Commission according to:

a) the relevant provisions (Article 14, par. 3, para. j) of Law 4706/2020) regarding the obligation to adopt a

policy & procedure for carrying out periodic evaluation of the Internal Control System

b) under No. 1/891/30.9.2020 decision of the Board of Directors of the Capital Market Commission

"Specializations of Article 14 par. 3 para. i and par. 4, Evaluation of the Internal Control System (ICS) and the

Implementation of the provisions on Corporate Governance (ED) of the law 4706/2020", as amended and

effective

c) the Policy and Procedure for the evaluation of the Internal Control System approved by the Board of Directors

from 17/7/2021

The Company following the decision of the Board of Directors on 14/2/2021 assigned to AMID IKE the

assessment of the adequacy and effectiveness of the Internal Control System of the Company and its

subsidiaries SAMOS MARINES SA and T.O International Holding Ltd, with a reporting date of December 31, 2022

and a reporting period of 17.07.2021 to 31.12.2022.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 61

AMID IKE has confirmed its independence in accordance with the International Code of Ethics for Professional

Auditors of the International Accounting Standards Board (IASB Code) which has been incorporated into Greek

Legislation, as well as the ethical requirements of EU Regulation 537/2014 and Law 4449/2017. Mr. Vasilios

Monogyios, certified internal auditor (CIA / IIA) / Global was appointed as an independent evaluator Account

Number: 1372781.

The assurance project started on 14/2/2022 and was completed on 27/3/2023 and was carried out in accordance

with the scope and approach of control which has been incorporated into the relevant Policy included in the

Company's Operating Regulations and has been approved by the Board of Directors and does not deviate from

the control program of the decision of the Hellenic Accounting and Auditing Standards Oversight Board

(HAASOB) number 040/2022 and the “ISAE 3000, Assurance Engagements Other than Audits or Reviews of

Historical Financial Information". Based on the work performed by the assessor regarding the assessment of

the adequacy and effectiveness of the Company’s Internal Control System and its subsidiaries, we report that

no material weaknesses were identified.

3.12 Sustainable Development Policy (ESG)

The Company is not obliged to prepare and adopt a sustainable development policy of Article 151 of Law

4548/2018, as the provisions of the latter Article (non-financial statements) are addressed to large companies,

within the meaning of Annex A of Law 4308/2014, and the Company is not included in them, since the average

of its employees does not exceed five hundred (500).

4. Remuneration of Board of Directors members

The total remuneration of the members of the Company's Board of Directors is reflected in its remuneration

report, which is prepared in accordance with Article 112 of Law 4548/2018. The remuneration policy is posted

on the Company's website www.techol.gr.

5. Communication with the Shareholders.

The Company recognizes the significance of effective and timely communication with shareholders and the

broader investors. Following the announcement of the interim and annual financial results, the consolidated

financial reports, more information, and other disclosures are available on the Company's website www.techol.gr.

The Company maintains a shareholder service, which posts relevant information on the Company's website,

where shareholders and potential investors may find a description of the terms and principles of the Company's

corporate governance, as well as the Management structure, information about shareholders, financial results

and press releases.

SECTION G.

Treasury shares.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 62

As at 31/12/2022 the "TECHNICAL OLYMPIC S.A." held a) 1,621 treasury shares arising from fractional rights

and b) 646,133 treasury shares arising from the treasury share purchase program.

SECTION H

Information of par. 7 and explanatory report of par. 8 of Article 4 of Law 3556/2007

The Company’s share capital structure

The Company’s share capital stood at € 203,466,750 and is divided into 40,693,350 common nominal shares,

of nominal value € 5.00 each.

All shares are registered and listed on the Athens Stock Exchange.

Every common share provides the right to one vote in the General Meeting excluding treasury shares, which do

not provide voting rights.

Every share provides all the rights and obligations defined by the Law and the Company’s Articles of Association.

The liability of the shareholders is limited to the nominal value of the shares they hold.

Restrictions on the transfer of the Company’s shares

The transfer of the Company's shares is implemented as provided by the Law and there are no restrictions on

transfer from its Articles of Association.

Significant direct or indirect participations within the meaning of Articles 9 to 11 of Law

3556/2007

On 31/12/2022 the following shareholders held (directly and indirectly) more than 5% of the total voting rights

of the Company:

SHAREHOLDER

PARTICIPATION RATE

STENGOS KONSTANTINOS

STENGOS GEORGIOS

STENGOS ANDREAS

STENGOU MARIANNA

41,40%

12,39%

6,46%

5,64%

Shares providing special control rights

No Company’s shares providing special control rights exist.

Restrictions on voting rights

No restrictions on the right to vote in the Company's Articles of Association are provided.

The Company’s shareholder’s agreements

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 63

It is not known to the Company nor is it provided in its Articles of Association the possibility of shareholder

agreements that imply restrictions on the transfer of shares or restrictions on the exercise of voting rights.

Rules for the appointment and replacement of members of the BoD and amendment of Articles of

Association differing from those provided for in Law 4548/2018

The rules provided by the Company's Articles of Association for the appointment and replacement of the

members of its Board of Directors and the amendment of the provisions of its Articles of Association do not

differ from those provided for in Law 4548/2018.

Responsibility of the BoD or its members for issuance of new shares or purchase of the Company’s

treasury shares in accordance with Articles 24 and 49 of Law 4548/2018

A. In accordance with the provisions of Article 24 par. 1 a), b), c) of Law 4548/2018 and in combination

with the provisions of Article 6 of its Articles of Association, the Company’s Board of Directors has the

right, following a relevant decision of the General Meeting subject to the required disclosure formalities,

to increase the Company’s share capital by issuing new shares, following a decision made by a majority

of at least two thirds (2/3) of all its members. In this case, the share capital may be increased up to

the amount of the capital paid on the date the Board of Directors was granted this power by the General

Meeting. The above authority of the Board of Directors may be renewed by the General Meeting for a

period not exceeding five years for every renewal.

B. According to the provisions of Article 113 of Law 4548/2018, with a decision of the General Meeting,

taken with an increased quorum and majority, a program of distribution of shares to the members of

the Board of Directors and the staff of the Company, as well as its associates, in the form of a stock

option, under the more specific terms of this decision, a summary of which shall be made public. The

total value of the shares available may not exceed a total of 1/10 of the capital paid on the date of the

decision of the General Meeting. The decision of the General Meeting must specify the maximum number

of shares that can be acquired or issued, the offering price or the method of determining it, the terms

of distribution of the shares to the beneficiaries and the beneficiaries or their categories. By the same

decision of the General Meeting, the Board of Directors may be assigned to determine the beneficiaries

or these categories, the manner of exercising the right and any other term of the share distribution

program. On the other hand, according to the provisions of paragraphs 1 et seq. of Article 49 of Law

4548/2018, public limited companies, by decision of the General Meeting of their shareholders, can

acquire treasury shares, the nominal value of which may not exceed 10% of the paid-up capital.

Significant agreements that are effective, are amended or expire in case of a change in the control

of the Company following a public offer

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 64

No Company’s agreements exist which are effective and are amended or expire in case of change in the

Company’s control following a public offer.

Significant agreements with members of the BoD or the Company's staff

No Company’s agreements exist with the members of its Board of Directors or with its staff, which provide for

payment of compensation especially in case of resignation or termination without a valid reason or termination

of their term or employment due to a public offer.

Alimos, 13 April 2023

The Chairman of the Board of

Directors

Konstantinos Stengos

C. Independent Auditor’s Report

(This report has been translated from Greek original version)

Report on the Audit of the Separate and Consolidated Financial Statements

To the Shareholders of “TECHNICAL OLYMPIC S.A.”

Opinion

We have audited the accompanying separate and consolidated financial statements of “TECHNICAL OLYMPIC S.A.” (“the

Company”), which comprise the separate and consolidated statement of financial position as at December 31

, 2022,

separate and consolidated income statement and statements of comprehensive income, changes in equity and cash flows

for the year then ended and a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the

financial position of the Company “TECHNICAL OLYMPIC S.A.” and its subsidiaries (the Group) as at December 31

2022,

their financial performance and cash flows for the year then ended in accordance with International Financial Reporting

Standards (IFRS) that have been adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) incorporated into the Greek

Legislation. Our responsibilities under those standards are described in the Auditor’s Responsibilities for the Audit of the

Separate and Consolidated Financial Statements section of our report. We are independent of the Company within the entire

course of our appointment in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code) incorporated into the Greek Legislation and ethical requirements relevant to the

audit of separate and consolidated financial statements in Greece and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw your attention to Note 8.30 to the separate and consolidated financial statements describing the issue of the

disposal of "PORTO CARRAS" resort and, particularly, the fact that the final sale consideration is expected to be finalized

after the date of the accompanying separate and consolidated financial statements publication, following the contractual

parties agreement to amend the Sales and Purchase Agreement (SPA). Therefore, the result of the disposal may differentiate

following the finalization of the consideration. Our opinion is not qualified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate

and consolidated financial statements of the period under audit. These matters, as well as the related risk of significant

misstatements, were addressed in the context of our audit of the separate and consolidated financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

How our audit addressed the key audit matter

Measurement of non-current assets at fair value (Notes: 8.1, 8.4, 8.5, 8.6, 8.7)

On December 31, 2022 the separate and consolidated

financial statements present at fair value:

• Self-owned land and buildings amounting to

€12,652 k, (€ 9,750 k for the Company)

• Machinery and vehicles amounting to €87,272 k

for the Group, (€1,853 k for the Company)

The key audit procedures we performed included as follows,

inter alia:

─ We requested and received from the

Management, for assessment purposes, the

evaluation of fair value of land and buildings,

machinery and vessels, which was carried out with

the contribution of independent professional

• Investment property amounting to € 16,421 k, (€

15,636 k. for the Company) and

• Investments in securities amounting to € 30,284 k,

determined by the Management following the estimates

of independent professional appraisers, while the

separate financial statements include investments in

subsidiaries amounting to €173,174 k. recorded at fair

value.

Significant value of self-owned land and buildings,

machinery, vessel and vehicles, investment property

and investments in securities to the Group and the

Company, as well as the subjectivity and the significant

judgments of the Management involved in fait value

measurement make their valuation one of the key audit

matters.

The fair value of property, plant and equipment is

determined under discounted future cash flows method

when such cash flows arise from the use of assets.

Determination of the fair value of investment property,

which the Group's management has assigned to an

independent real estate appraisal company, is based

on significant estimates, related, inter alia, to the range

of market leases, the lease payments adjustment factor

and the discount rate. Furthermore, the fair value of

investment property is determined in combination,

applying the Comparative Method, taking into account

the factors that determine the value of the above

property, including comparative sales prices as well as

the trends in economy and real estate market, and

discounted cash flows.

The Group's management has assigned determination

of the vessel’s fair value to independent vessel

appraisers that apply the Comparative Method,

centered on the transactions performed in the market,

adjusting the value based on the vessels'

characteristics and the effective time charter.

The fair value of investments in subsidiaries and

investments in securities was determined based on the

Net Asset Value since it directly depends on the fair

value of their non-current assets, which constitute the

most significant component of their Assets.

The disclosures made by the Group in respect of its

accounting policy as well as the judgments and

estimates used under the measurement of the fair

value of investment property are included in Notes 8.1,

8.4, 8.5, 8.6 and 8.7. to the consolidated financial

statements.

appraisers, and we discussed the evaluation

procedures and methods with the management.

─ Grant Thornton Audit Team included the experts

specialized in valuation issues for the purposes of

assessing assumptions and methods applied and

used by the Company.

─ We assessed independence, adequacy of

professional skills and abilities of independent

professional appraisers the Management relied on

in order to estimate fair value of investment

property and non-current assets as at 31.12.2022.

─ We evaluated the appropriateness of the method

of estimating the fair value of every real estate item

in relation to the acceptable methods of estimating

the fair value, taking into account the specific

characteristics and condition of every real estate

item.

─ We examined completeness and accuracy of the

data included in the studies of independent

professional appraisers.

─ We examined correct use and implementation of

the applied methods.

─ We audited the accounting records to verify sound

recording of fair value of every asset.

─ We examined mathematical accuracy of the

models/calculations.

─ We confirmed the amounts presented in the

financial statements with the fair values recorded

in the valuation studies of the independent

professional appraisers and the Management.

─ We assessed adequacy and appropriateness of

the disclosures in Notes 8.1, 8.4, 8.5, 8.6 and 8.7

to the financial statements.

Other Information

Management is responsible for the other information. The other information included in the Annual Financial Report includes

the Board of Director’s Report, the reference to which is made in the “Report on Other Legal and Regulatory Requirements”

section of our Report and Statements of the Members of the Board of Directors, but does not include the financial statements

and our auditor’s report thereon.

Our opinion on the separate and consolidated financial statements does not cover the other information and we will not

express any form of assurance conclusion thereon.

In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other

information identified above when it becomes available and, in doing so, consider whether the other information is materially

inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on our audit, we conclude that there is a material misstatement therein, we are

required to communicate that matter. No such issue has arisen.

Responsibilities of Management and Those Charges with Governance for the Separate and Consolidated Financial

Statements

Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements

in accordance with International Financial Reporting Standards that have been adopted by the European Union and for such

internal control as management determines is necessary to enable the preparation of separate and consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate and consolidated financial statements, management is responsible for assessing the Company’s

and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the management’s intention is to proceed with liquidating the Company and

the Group or discontinuing its operations or unless the management has no other realistic option but to proceed with those

actions.

The Company’s Audit Committee (Article 44, Law 4449/2017) is responsible for overseeing the Company’s and the Group’s

financial reporting process.

Auditor’s Responsibilities for the Audit of the Separate and Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as an

aggregate, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with ISAs, incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be

expected to affect the economic decisions of users taken on the basis of these separate and consolidated financial

statements.

As part of an audit in accordance with ISAs, incorporated into the Greek Legislation, we exercise professional judgment and

maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the separate and consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than that resulting from error, as fraud may involve collusion, forgery,

intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

Company’s and the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on

the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the

separate and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events

or conditions may cause the Company and the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and

whether the separate and consolidated financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding financial information of entities or business activities within

the Group for the purpose of expressing an opinion on the separate and consociated financial statements to be

able to draw reasonable conclusions on which to base the auditor’s opinion. Our responsibility is to design,

supervise and perform the audit of the Company and the Group. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought

to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most

significance in the audit of the separate and consolidated financial statements of the current period and are therefore the

key audit matters.

Report on Other Legal and Regulatory Requirements

Board of Directors Report

Taking into consideration the fact that under the provisions of Par. 5, Article 2 (part B), Law 4336/2015,

management has the responsibility for the preparation of the Board of Directors’ Report and the Corporate

Governance Statement included in this report, the following is to be noted:

a) The Board of Directors’ Report includes the Corporate Governance Statement that provides the data and information

defined under article 152, Law 4548/2018.

b) In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective legal requirements of

Articles 150-151 and 153-154 and Paragraph 1 (cases c’ and d’), Article 152, Law 4548/2018, and its content

corresponds to the accompanying separate and consolidated financial statements for the year ended as at DC ember

2022.

c) Based on the knowledge we acquired during our audit, we have not identified any material misstatements in the Board

of Directors’ Report in relation to the Company “TECHNICAL OLYMPIC S.A.” and its environment.

1. Additional Report to the Audit Committee

Our opinion on the accompanying separate and consolidated financial statements is consistent with our Additional Report to

the Company Audit Committee, prepared in compliance with Article 11, Regulation (EU) No 537/2014.

2. Provision of Non-Audit Services

We have not provided the prohibited non-audit services referred to in Article 5 of Regulation (EU) No 537/2014. Authorized

non-audit services provided by us to the Company and its subsidiaries during the year ended as at December 31

, 2022 are

disclosed in Note 8.25 to the accompanying separate and consolidated financial statements.

3. Auditor’s Appointment

We were first appointed the Company’s Chartered Accountants following as of 29/06/2006 Decision of the Annual Regular

General Meeting of the Shareholders. Since then, our appointment has been constantly renewed for a total period of 17

years in compliance with the Decisions of the Annual Regular General Meetings of the Company Shareholders.

4. Internal Regulation Code

The Company has in effect Internal Regulation Code in conformance with the provisions of article 14 of Law 4706/2020.

5. Assurance Report on European Single Electronic Format

We examined the digital records of the Company “TECHNICAL OLYMPIC S.A.” (“Company” or/and “Group”) , prepared in

accordance with the European Single Electronic Format (ESEF) as defined by the European Commission Delegated

Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and

consolidated financial statements of the Company and the Group for the year ended December 31, 2022, in XHTML format

(213800UFJ4FKKNS7HY05-2022-12-31-en.xhtml), as well as the provided XBRL file (213800UFJ4FKKNS7HY05-2022-12-

31-en.zip) with the appropriate mark-up, on the aforementioned consolidated financial statements, including the other

explanatory information (Notes to Financial Statements).

Regulatory Framework

The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission Interpretative

Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant announcements

of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary,

this framework includes, inter alia, the following requirements:

• All annual financial reports shall be prepared in XHTML format.

• For the consolidated financial statements in accordance with IFRS, financial information included in the Statement

of Comprehensive Income, in the Statement of Financial Position, in the Statement of Changes in Equity and in the

Statement of Cash Flows as well as the financial reporting included in the other explanatory information shall be

marked-up with XBRL “tags” and “block tag”, in accordance with the effective ESEF Taxonomy as effective. ESEF

technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.

The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing a

conclusion of reasonable assurance.

Responsibilities of Management and Those Charged with Governance

Management is responsible for the preparation and submission of the separate and consolidated financial statements of the

Company for the year ended December 31, 2022, in accordance with the requirements of ESEF Regulatory Framework, and

for such internal control as management determines is necessary to enable the preparation of digital records that are free

from material misstatement, whether due to fraud or error.

Auditor’s Responsibilities

Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022 Decision

of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines

on the auditors’ engagement and assurance report on European Single Electronic Format (ESEF) for issuers whose

securities are admitted to trading on a regulated market in Greece" as issued by the Institute of Certified Public Accountants

of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate and the

consolidated financial statements of the Company, prepared by the management in accordance with ESEF are in compliance,

in all material respects, with the effective ESEF Regulatory Framework.

We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by the

International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied with the

ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance

Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the

requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance, but is not a guarantee that this work

will always detect a material misstatement of non-compliance with the requirements of ESEF Regulation.

Conclusion

Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the

Company and the Group for the year ended December 31, 2022, in XHTML format (213800UFJ4FKKNS7HY05-2022-12-

31-en.xhtml), as well as the provided XBRL file (213800UFJ4FKKNS7HY05-2022-12-31-en.zip) with the appropriate mark-

up on the above consolidated financial statements, have been prepared, in all material respects, in accordance with the

requirements of the ESEF Regulatory Framework.

Athens, April 13, 2023

The Certified Public Accountant

Panagiotis Noulas

Registry Number SOEL 40711

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 71

1. SEPARATE AND CONSOLIDATED STATEMENT OF FINANCIAL POSITION

THE GROUP

THE COMPANY

Amounts in EUR

Note

31/12/2022

31/12/2021

31/12/2022

31/12/2021

ASSETS

Non-current assets

Owner-occupied tangible assets

8.1

100.038 .419

59.430. 568

11.707.139

9.630.151

Right-of-use assets

8.2

2.115.7 40

2.174.5 60

19.878

Intangible assets

8.3

10.535

11.845

10.535

11.825

Investments in subsidiaries

8.4

173.173.904

138.353.261

Investments in associates

8.5

3.200

2.400

Equity Instruments

8.6

30.284. 344

30.455. 710

Investment property

8.7

16.421. 379

13.311. 379

15.636.379

12.541.379

Other long-term assets

8.8

10.768. 662

6.415.1 08

3.697.528

3.712.799

Total

159 .642 .279

111 .801 .571

204.247.762

164.251.815

Current assets

Inventories

8.9

173.928

168.415

Trade and other receivables

8.10

1.436.5 79

1.661.4 90

695.335

645.735

Other receivables

8.11

25.595. 914

31.738. 864

5.683.439

5.777.856

Financial assets at fair value through other comprehensive income

8.12

4.770.0 00

4.770.000

Financial assets at fair value through profit and loss

8.13

9.141.5 11

12.688. 068

19.206

27.542

Cash and cash equivalents

8.14

28.079. 967

37.930. 931

529.390

8.731.129

Total

69.197 .899

84.187 .769

11.697.370

15.182.261

Non-current assets intended for sale

Total assets

228 .840 .178

195 .989 .340

215.945.133

179.434.075

EQUITY AND LIABILITIES

Equity

Share capital

8.15

203.466 .750

203.466.750

Share premium

8.15

261.240 .454

261.240.454

Reserves from fair value valuation of property and machinery

8.15

59.203. 063

25.907. 626

5.413.426

5.146.351

Reserves from valuation of financial assets at fair value through other

comprehensive income

8.15

17.470. 822

25.371. 188

(103.829.531)

(134.900.173)

Other reserves

8.15

12.534. 453

11.382.814

Equity Shares

8.15

(1.093.97 6)

(69.086)

(1.093.976)

(69.086)

Retained earnings

(375.661. 552)

(380.709. 551)

(185.238.520)

(183.048.979)

Foreign exchange differences

8.15

(1.176.64 5)

(735.427)

Equity attributable to the owners of the parent

175 .983 .369

147 .006 .407

191.341.417

163.218.130

Non-controlling interests

14.261. 632

7.345.9 78

Total equity

190 .245 .001

154 .352 .385

191.341.417

163.218.130

Long-term liabilities

Deferred tax obligations

8.16

3.957.5 75

3.713.1 86

2.636.068

2.260.991

Employee benefit obligation due to termination

8.17

36.922

44.517

32.642

40.961

Government grants related to fixed assets

8.18

853.882

885.501

Long-term financial liabilities

8.19

13.004. 962

14.575. 146

10.739.344

3.222.159

Other long-term liabilities

8.20

2.428.8 28

2.492.9 99

289.887

272.161

Total

20.282 .169

21.711 .350

13.697.940

5.796.271

Short-term liabilities

Suppliers and similar liabilities

8.21

2.790.7 21

3.032.0 76

472.250

386.091

Current tax liabilities

8.22

109.746

13.987

Short-term financial liabilities

8.19

3.625.7 30

5.105.5 77

521.707

857.148

Liabilities from contracts with customers

8.23

465.663

283.281

Other current liabilities

8.24

11.321. 150

11.490. 684

9.911.818

9.176.435

Total

18.313 .009

19.925 .604

10.905.776

10.419.674

Total liabilities

38.595 .178

41.636 .954

24.603.716

16.215.946

Total equity and liabilities

228 .840 .178

195 .989 .340

215.945.133

179.434.075

The accompanying notes constitute an integral part of these Annual Separate and Consolidated

Financial Statements. Potential deviations are due to rounding.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 72

2. SEPARATE AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

THE GROUP

THE COMPANY

Amounts in EUR '

Note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Sales from construction contracts

7.1.4

479.060

Sale of charters

7.1.4

13.530.567

5.972.756

Provision of services

7.1.4

440.536

364.073

264.000

364.000

Total Sales

7.1.4

13.971.10 3

6.815.888

264.000

364.000

Cost of sales

8.25

(10.319.234)

(6.459.936)

(790.680)

(827.706)

Gross profit/(loss)

3.651.869

355.952

(526.680)

(463.706)

Administrative expenses

8.25

(3.655.482)

(3.964.320)

(1.838.714)

(1.419.362)

Other expenses

8.26

(1.019.447)

(2.107.096)

(469.245)

(434.886)

Other income

8.26

1.747.727

3.924.761

766.226

828.666

Operating results before tax, financial and investment results

724.667

(1.790.70 3)

(2.068.413)

(1.489.288)

Financial expenses

8.27

(1.840.298)

(1.415.489)

(260.328)

(290.463)

Financial income

8.27

1.218.740

35.962

1.596

31.953

Other financial results

(86.415)

(120.871)

(381)

(3)

Income from dividends

8.28

4.228.168

261.986

Profits (losses) of valuation of financial assets through profit and loss

8.13

(1.722.102)

426.609

(8.336)

1.172

Profits (losses) from investments

(421.380)

Profits / (losses) from valuation of owner-occupied and investment property

8.7

376.937

275.000

361.937

245.000

Percentage of associates results

8.5

(449.200)

Profits / (losses) before tax

2.450.498

(2.327.50 6)

(1.973.925)

(1.923.009)

Income tax

8.29

(1.150.536)

(843.087)

(299.748)

(264.847)

Profits / (losses) for the period after tax from continuing operations

1.299.962

(3.170.59 3)

(2.273.673)

(2.187.856)

Result from discontinued operations

8.30

(1.115.988)

Profits / (losses) for the period after tax

1.299.962

(4.286.58 1)

(2.273.673)

(2.187.856)

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 73

THE GROUP

THE COMPANY

Amounts in EUR '

Note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Other comprehensive income / (losses) for the period

Items that will not be subsequently classified in the income statements:

Revaluation of the employee benefit obligation

1.433

69.100

767

54.324

Deferred tax from revaluation of owner-occupied fixed assets at fair values

8.16

163.156

722.022

(75.329)

133.151

Revaluation of owner-occupied fixed assets at fair values

8.1

44.479.088

18.178.081

425.770

635.117

Acquisitions of equity shares

(1.024.890)

(69.086)

(1.024.890)

(69.086)

Revaluation of Equity Instruments and financial instruments at fair value through comprehensive

income

(7.900.366)

23.156.501

31.070.642

32.021.181

Total:

35.718.42 1

42.056.61 8

30.396.960

32.774.687

Items that may be subsequently classified in the income statements:

Exchange rate differences from conversion of financial statements of foreign operations

(1.094.534)

(938.837)

Subsidiary Establishment

1.340.784

Other

13.201

Total:

(1.094.53 4)

415.149

Other comprehensive income after tax for the period

34.623.88 7

42.471.76 7

30.396.960

32.774.687

Total comprehensive income for the period:

35.923.84 9

38.185.18 6

28.123.287

30.586.831

The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements. Potential deviations are due to rounding.

The results of the discontinued operations are separately presented and analyzed in Note 8.30 in line with the provisions of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”

THE GROUP

THE COMPANY

Amounts in EUR '

Note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Results for the period attributed to:

Owners of the parent

765.136

(3.272.850)

(2.273.673)

(2.187.856)

Non-controlling interests

534.826

102.257

From continuing operations

1.299.962

(3.170.59 3)

(2.273.673)

(2.187.856)

Owners of the parent

(1.115.988)

From discontinued operations

(1.115.98 8)

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 74

THE GROUP

THE COMPANY

Amounts in EUR '

Note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Owners of the parent

28.976.962

34.368.422

28.123.287

30.586.831

Non-controlling interests

6.946.887

3.816.763

Total comprehensive income for the period

35.923.84 9

38.185.18 6

28.123.287

30.586.831

EBITDA

THE GROUP

THE COMPANY

Amounts in EUR '

Note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Profit before tax

2.450.498

(2.327.506)

(1.973.926)

(1.923.009)

Plus: Financial expenses

1.840.298

1.415.489

260.328

290.463

Plus: Financial income

(1.218.740)

(35.962)

(1.596)

(31.953)

Plus: Other financial results

86.415

120.871

381

Plus: Income from dividends

(4.228.168)

(261.986)

Plus: Profit / (loss) from valuation of self-used and investment property

(376.937)

(275.000)

(361.937)

(245.000)

Plus: Profit (loss) from valuation of financial assets through profit and loss

1.722.102

(426.609)

8.336

(1.172)

Profit / (loss) from disposal of securities

421.380

Plus: Percentage of associates results

449.200

Plus: Depreciation/Amortization

5.871.833

2.946.662

337.279

242.599

EBITDA

6.596.501

1.155.960

(1.731.134)

(1.246.689)

The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements.

The results of the discontinued operations are separately presented and analyzed in Note 8.30 in line with the provisions of IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 75

3. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Amounts in EUR

Share capital

premium

Reserves

from fair

value

valuation of

property and

machinery

Other

reserves

Reserves from

valuation of

financial assets at

fair value through

other

comprehensive

income

Equity Shares

Retained

Earnings

Foreign

exchange

differences

Equity

attributable

to owners of

the parent

Non-

controlling

interests

Total equity

Balance as at 31/12/2021

203.466.750

261.240.454

25.907.626

12.534.453

25.371.188

(69.086)

(380.709.551)

(735.427)

147.006.407

7.345.978

154.352.385

Changes in Equity 2022

Dividends to shareholders of the parent/non-controlling interest

(31.232)

Profit / (loss) for the period

765.136

534.826

1.299.962

Readjustment to privately owned Property, Machinery and Vessels in the current year

37.932.197

6.546.890

44.479.088

Depreciation / Write off of fair value reserve

(4.799.917)

4.799.917

Reassessment of employee benefit obligation

1.191

241

1.433

Exchange differences for consolidation of subsidiaries / branches

(959.463)

(135.071)

(1.094.534)

Deferred tax from revaluation / amortization of reserves from real estate valuation at current

values

163.156

Revaluation of equity instruments

(7.900.366)

Acquisition of equity shares

(1.024.890)

Other reclassifications

(518.245)

518.245

Total Comprehensive Income for the Period

33.295.437

(7.900.366)

(1.024.890)

5.047.999

(441.217)

28.976.962

6.946.887

35.923.849

Balance as at 31/12/2022

203.466.750

261.240.454

59.203.063

12.534.453

17.470.822

(1.093.976)

(375.661.552)

(1.176.645)

175.983.369

14.261.632

190.245.001

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 76

Amounts in EUR

capital

premium

Reserves

from fair

value

valuation of

property and

machinery

Other

reserves

Reserves from

valuation of

financial

assets at fair

value through

other

comprehensive

income

Equity

Retained

Earnings

Foreign

exchange

differences

Equity

attributable

to owners of

the parent

Non-

controlling

interests

Total equity

Balance as at 31/12/2020

203.466.750

261.240.454

14.337.375

12.534.453

2.214.687

(381.223.035)

67.301

112.637.984

3.529.215

116.167.199

Profit / (loss) for the period

(4.388.838)

102.257

(4.286.581)

Transfers

Readjustment to privately owned Property, Machinery and Vessels in the

current year

15.610.335

2.567.746

18.178.081

Depreciation / Write off of fair value reserve

(3.730.794)

3.730.794

Reassessment of employee benefit obligation

69.094

69.100

Exchange differences for consolidation of subsidiaries / branches

(821.213)

(117.623)

(938.837)

Deferred tax from revaluation / amortization of reserves from real estate

valuation at current values

722.022

Revaluation of equity instruments

23.156.501

Acquisition of equity shares

(69.086)

Non-controlling interests from establishment of subsidiaries

1.340.784

Effects of change in investment in subsidiaries

(990.758)

1.134.648

(67.485)

76.405

(76.405)

Other

(40.554)

(32.215)

85.970

13.201

Total Comprehensive Income for the Period

11.570.251

23.156.501

(69.086)

513.484

(802.728)

34.368.422

3.816.763

38.185.186

Balance as at 31/12/2021

203.466.750

261.240.454

25.907.626

12.534.453

25.371.188

(69.086)

(380.709.551)

(735.427)

147.006.407

7.345.978

154.352.385

The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 77

4. SEPARATE STATEMENT OF CHANGES IN EQUITY

Amounts in EUR

Share capital

premium

Reserves

from fair

value

valuation of

property and

machinery

Reserves from valuation

of financial assets at fair

value through other

comprehensive income

Other

reserves

Equity

Retained

earnings

Total equity

Balance as at 31/12/2021

203.466.750

261.240.454

5.146.351

(134.900.173)

11.382.814

(69.086)

(183.048.979)

163.218.130

Change in Equity in 2022

Profit / (loss) for the period

(2.273.673)

Readjustment to privately owned Property in the current year

425.770

Depreciation / Write off a fair value reserve

(83.366)

83.366

Reassessment of employee benefit obligation

767

766

Deferred tax from revaluation / amortization of reserves from real estate valuation at current values

(75.329)

Revaluation of fair value of subsidiaries

31.070.642

Acquisition of equity shares

(1.024.890)

Total Comprehensive Income for the Period

267.075

31.070.642

(1.024.890)

(2.189.541)

28.123.286

Balance as at 31/12/2022

203.466.750

261.240.454

5.413.426

(103.829.531)

11.382.814

(1.093.976)

(185.238.520)

191.341.416

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 78

Amounts in EUR

Share capital

premium

Reserves

from fair

value valuation

of property and

machinery

Reserves from valuation

of financial assets at fair

value through other

comprehensive income

Other

reserves

Equity

Retained

earnings

Total equity

Balance as at 31/12/2020

203.466.750

261.240.454

4.605.746

(166.921.355)

11.382.814

(181.143.110)

132.631.300

Profit / (loss) for the period

(2.187.856)

Readjustment to privately owned Property in the current year

635.117

Depreciation / Write off a fair value reserve

(227.662)

227.662,12

Reassessment of employee benefit obligation

54.324,41

Deferred tax from revaluation / amortization of reserves from real estate valuation at current values

133.149

Revaluation of fair value of subsidiaries

32.021.181

Acquisition of equity shares

(69.086)

Total Comprehensive Income for the Period

540.605

32.021.181

(69.086)

(1.905.869)

30.586.831

Balance as on 31/12/2021

203.466.750

261.240.454

5.146.351

(134.900.173)

11.382.814

(69.086)

(183.048.979)

163.218.130

The accompanying notes constitute an integral part of these Annual Separate and Consolidated Financial Statements.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 79

5. SEPARATE AND CONSOLIDATED STATEMENT OF CASH FLOWS

THE GROUP

THE COMPANY

Amounts in EUR

Note

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Cash flows from operating activities

Profits / (losses) for the period (before tax)

2.450.4 98

(2.327.50 6)

(1.973.925)

(1.923.008)

Profit / (loss) for the period (before tax) from discontinued

operations

8.30

(1.115.98 8)

Profit readjustment

8.33

(343.544)

4.204.9 54

140.797

284.032

Total

2.106.9 54

761.460

(1.833.128)

(1.638.976)

Changes in Working capital

(Increase) / decrease in inventories

4.907

(166.726)

(Increase) / decrease in trade / other receivables

2.930.9 03

3.154.7 19

104.541

110.708

Increase/(decrease) in liabilities

(279.916)

(5.492.27 4)

592.198

(2.777.190)

Outflows for employee benefits due to retirement

(16.240)

(29.522)

(16.240)

(29.522)

Total

2.639.6 54

(2.53 3.803)

680.499

(2.696.004)

Cash flows from operating activities

4.746.6 08

(1.77 2.343)

(1.152.629)

(4.334.980)

Less: Income tax payments

(25.310)

(6.355)

(18.340)

(3.795)

Less: Interest paid

508

Net cash flows from operating activities

4.721.8 06

(1.77 8.697)

(1.170.969)

(4.338.775)

Cash flows from investing activities

Acquisition of tangible fixed assets

8.1

(2.060.16 9)

(24.292.9 97)

(1.994.393)

(37.514)

Acquisition of intangible assets

(4)

(12.900)

(24)

(12.900)

Disposal of tangible assets

63.341

314.008

15.500

Share capital increase of subsidiaries

(3.750.000)

(1.250.000)

Sales of financial assets at fair value through profit or loss

4.846.0 81

8.007.4 41

Acquisitions of financial assets at fair value through other

comprehensive income

8.12

(9.999.00 0)

(4.770.000)

Proceeds from loans granted

1.500.000

Advance payments for acquisition of subsidiaries

(2.500.00 0)

Acquisitions of investment property

(2.617.28 1)

(2.617.281)

Acquisitions of financial assets at fair value through profit or

loss

8.13

(3.013.29 0)

(15.298.7 31)

8.336

(26.370)

Payments for acquisition of equity securities

Collectibles from disposal of subsidiaries

8.6

148.603

6.912.6 55

Acquisitions of investments in associates

(450.000)

Collectibles from return on equity securities

8.28

1.506.1 11

Dividends received

8.28

4.228.1 68

261.986

Loans granted

(340.910)

Net cash flows from investing activities

(9.19 4.462)

(25.1 02.428)

(13.123.362)

188.716

Cash flows from financing activities

Assumed loans

8.19

16.488. 711

8.000.059

1.571

Loan repayment

(3.584.93 7)

(3.656.58 5)

Interest earned

1.218.7 40

62.829

1.596

31.953

Interest paid

(1.075.41 6)

(1.232.75 2)

(260.328)

(144.500)

Payments of finance lease principal

(793.847)

(774.803)

(623.844)

(432.145)

Share capital increase

1.340.7 85

Collectibles from subsidiary capital increases from non-

controlling interests

(69.086)

Acquisition of equity shares

(1.024.89 0)

(1.024.890)

(69.086)

Dividends paid to minority interest

(137.188)

Net cash flows from financing activities from

continuing operations

(5.39 7.538)

12.159 .100

6.092.592

(612.207)

Net increase / (decrease) in cash and cash

equivalents

(9.87 0.194)

(14.7 22.024)

(8.201.739)

(4.762.266)

Opening period cash and cash equivalents

37.930. 931

52.878. 355

8.731.129

13.493.395

Currency translation differences in cash equivalent

19.229

(225.398)

Closing period cash and cash equivalents

28.079 .967

37.930 .931

529.390

8.731.129

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 80

NOTES TO FINANCIAL STATEMENTS

5.1. General information about the Company

The Company TECHNICAL OLYMPIC S.A. was established in 1965 as a Private Limited Company under the name

“Pelops Studies & Constructions Technical Company S.A. – K. Galanopoulos and K. Stengos” with its registered

offices in Patra. In 1967, changed its legal form to a société anonyme under the title “PELOPS S.A.”. In 1980 it

changed its name to “TECHNICAL OLYMPIC S.A.”. The company’s headquarters are in the Municipality of Alimos,

Attiki (20, Solomou Str., Ano Kalamaki) and is registered in the Société Anonyme Register (S.A. Reg.) with the

number 6801/02/Β/86/8. The duration of the company has been set to 57 years, i.e. until 22/12/2037.

The initial activities of the Company during 1965 - 1970 were the study and construction of national and local

road in Ilia and Achaia Prefecture, as well as the construction of various private construction projects in the area

of Patras. Since 1971 the Company made a dynamic entry into other categories of construction works, made

substantial investments in mechanical equipment and in construction of any kind of works (irrigation, hydraulic,

sewage, harbour facilities, road constructions, buildings, electromechanical, etc.). Over the years that followed,

the Company continued its development policy by proceeding to significant investments in fixed asset equipment,

acquisition of shares and establishment of companied with the same or similar scope of operations in Greece and

abroad.

TECHNICAL OLYMPIC S.A. participates in a number of companies that are active in the construction of public and

private projects, residences, exploitation and management of Samos Marina and, till 15/4/2020 - tourism and

hospitality in general (operation and management of three hotels, golf facilities, operation and management of a

yacht marina, etc.), in development of real estate in Greece and abroad.

In summary, the basic information about the Company is as follows:

Composition of the Board of Directors

Konstantinos Stengos (Chairman of the BoD)

Georgios Stengos (Chief Executive Officer)

Marianna Stengou (Appointed Member)

Marina Giotaki (Non-Executive Member)

Athanasios Klapadakis (Deputy BoD Chairman, Non-Executive

Member)

Spyridon Magliveras (Independent, Non-Executive Member)

Dimitrios Vassilopoulos (Independent, Non-Executive Member)

VAT Tax Registration Number

094105288

GEMI number

124004701000

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 81

SCOPE OF OPERATIONS

TECHNICAL OLYMPIC has created a strong center for the management of participations in the domains of its

operation. More specifically, the Company is active as follows:

• Regarding the Group’s activity in the shipping segment, the sub-subsidiary company T.O. SHIPPING LTD has

already been established and domiciled in Cyprus, which is by 100% controlled by the company HOLDINGS

INTERNATIONAL LTD., a 100% subsidiary of the Company. In the context of the above, the sub-subsidiary

T.O SHIPPING LTD in collaboration with other companies/investors (equity partners) participates in the

establishment of companies which will then acquire participation (majority and/or minority, direct and/or

indirect) in newly established ship-owning company which will proceed with the acquisition of every vessel.

The Group’s strategic choice, in the context of its activity in the shipping segment, is to take advantage of

any opportunities presented in the acquisition of vessels in order to generate satisfactory income for the

Group from the vessel operation as well as the respective fare agreements, combined with a potential resale

in the future. It already participates indirectly with a percentage of 15% in 6 companies owning an equal

number of vessels and directly with a percentage of 85% in a company owning one vessel (ROMA HOLDING

LLC).

• In management, exploitation and indirect construction of marinas through the companies SAMOS MARINES

S.A.

• In the REAL ESTATE construction segment – investment property - through its participation in the companies

TOURIST DEVELOPMENTS SA PORTO CARRAS SA in Greece, EUROROM CONSTRUCTII SRL in Romania.

• In the construction segment through its subsidiary T.O. CONSTRUCTION S.A. This company has the highest

degree public works classification, held by PORTO CARRAS, contributed to it together with the construction

segment during its spin-off.

TECHNICAL OLYMPIC S.A. is the Group’s neuralgic knot, monitoring and coordinating all the companies,

determining and overseeing the goals and the projects undertaken and securing the organizational and

operational synergy of the different segments.

Following the disposal of the shares of the companies included in PORTO CARRAS complex of CHALKIDIKI, the

group’s strategy for the next period primarily has the following objectives:

• Expansion of the Group's activities both - domestically and overseas - in tourism, "green" energy and Real

Estate - Investment and / or Development. The Group aims at utilizing its know-how combined with its

current significant liquidity, seeking to find and exploit investment and development opportunities in the

above segments.

• Valuation and participation on a case-by-case basis of investment projects in the wider maritime segment.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 82

• Continuation and completion of public works in Romania that it has undertaken and are currently in progress.

In addition, valuation and participation on a case-by-case basis in co-financed construction projects

(concession projects or PPP projects).

5.2. Framework for preparation of financial statements and accounting principles

5.2.1. Basis for Presentation

The Company’s annual consolidated and separate financial statements as of December 31, 2022 (hereinafter the

Financial Statements) covering the annual period from January 1st to December 31, 2022 have been prepared in

accordance with the International Financial Reporting Standards (hereinafter IFRS) as issued by the International

Accounting Standards Board (IASB) and according to their interpretations, which have been published by the

International Financial Reporting Interpretations Committee (IFRIC) of IASB and adopted by the European Union

by December 31st, 2021. All the revised or newly issued Standards and Interpretation applicable to the Group

and effective as at December 31st, 2022 were taken into account under the preparation of the financial statements

for the current year to the extent they were applicable. No Standards have been applied before their effective

date. The relevant accounting policies, summarized in Note 6, have been consistently applied to all the presented

periods.

The accounting principles applied under the preparation of the financial statements are the same as those followed

under the preparation of the financial statements of the Group and the Company for the year ended 31 December

2020, except adopting amendments to certain standards, mandatory to be applied in the European Union for

fiscal years beginning on 1 January 2023 (see Note 5.3).

The accompanying Financial Statements have been prepared based on the Going Concern principle given

that Management estimates that the Company and its subsidiaries have sufficient resources to ensure their

smooth operation in the foreseeable future.

In particular, taking into account the current and projected financial position of the Group and the Company and

their liquidity levels (including the observance of medium-term budgets), the Management of the Group and the

Company estimates that the use of the going concern principle is appropriate for the preparation of the

accompanying annual financial statements.

5.2.2. Basis for measurement

The accompanying separate and consolidated Financial Statements have been prepared based on the historical

cost principle, except for tangible assets, investment properties, investments in subsidiaries (separate financial

statements), investments in associates and equity instruments, measured at fair value.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 83

5.2.3. Presentation Currency

Presentation currency is Euro (the currency of domicile of the Group’s Parent company) and all the amounts are

recorded in Euro, unless otherwise specified. It should be noted that any differences are due to rounding.

5.2.4. Use of Estimates

Preparation of Financial Statements in accordance with IFRSs requires use of estimates and exercise of judgments

when applying the Company’s accounting principles. Management's judgments, assumptions and estimates affect

the amount at which certain assets and liabilities are measured, the amount recognized in the course of the fiscal

period for certain income and expenses, and the estimates presented for contingent liabilities.

Assumptions and estimates are assessed on an ongoing basis and in line with historical experience and other

factors, including expectations for the outcome of future events that are reasonably considered under the

circumstances. These estimates and assumptions relate to the future and, as a consequence, the actual results

are likely to be different from the accounting calculations.

During the preparation of these Financial Statements, the significant accounting estimates, judgments and

assumptions relating to future and other principal sources of uncertainty at the date of preparation of the financial

statements , which carry a substantial risk of causing significant changes in the amounts of assets and liabilities

within the next fiscal year, remained the same as those applied and in force at the time of preparation of the

annual financial statements of December 31, 2021. The Group's accounting principles are consistent with those

applicable to the Annual Financial Statements of December 31, 2021 except the additions to accounting policies

relating to marine accounting issues. As a result of the effects of the spread of COVID-19 pandemic, the Group

Management reviewed the estimates related to the future cash flows where they were used to estimate the

recoverable amount of its assets but also to an overall assessment of the impact of the pandemic to the Group's

assets. This review did not result in any impairment. Areas, requiring the highest degree of judgment and the

areas in which estimates and assumptions have a significant impact on the consolidated financial statements are

presented in Note 5.5 to the Financial Statements.

5.3. New Standards, Interpretations, Revisions and Amendments to existing Standards that are

effective and have been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International

Accounting Standards Board (IASB), are adopted by the European Union, and their application is mandatory from

or after 01/01/2022.

• Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment”,

IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” and “Annual

Improvements 2018-2020” (effective for annual periods starting on or after 01/01/2022)

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 84

In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three

Standards as well as the Board’s Annual Improvements, which are changes that clarify the wording or correct

minor consequences, oversights or conflicts between requirements in the Standards. More specifically:

Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual

Framework for Financial Reporting without changing the accounting requirements for business combinations.

Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from

the cost of property, plant and equipment amounts received from selling items produced while the company is

preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost

in profit or loss.

Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which

costs a company includes when assessing whether a contract will be loss-making.

Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of

International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative

Examples accompanying IFRS 16 Leases.

The amendments affect the separate and consolidated Financial Statements.

5.4. New Standards, Interpretations, Revisions and Amendments to existing Standards that

have not been applied yet or have not been adopted by the European Union

The following new Standards, Interpretations and amendments of IFRSs have been issued by the International

Accounting Standards Board (IASB), but their application has not started yet or they have not been adopted by

the European Union:

• IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after

01/01/2023)

In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of

the project was to provide a single principle-based standard to account for all types of insurance contracts,

including reinsurance contracts that an insurer holds. A single principle-based standard would enhance

comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the

requirements that an entity should apply in reporting information about insurance contracts it issues and

reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the

fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce

costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as

ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce

the effort required when applying the Standard for the first time. The Group will examine the impact of the above

on its Financial Statements, though it is not expected to have any. The above have been adopted by the European

Union with effective date of 01/01/2023.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 85

• Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods

starting on or after 01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The

objective of these amendments is to improve accounting policy disclosures so that they provide more useful

information to investors and other primary users of the financial statements. More specifically, companies are

required to disclose their material accounting policy information rather than their significant accounting policies.

The Group will examine the impact of the above on its Financial Statements. The above have been adopted by

the European Union with effective date of 01/01/2023.

• Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:

Definition of Accounting Estimates”

(effective for annual periods starting on or after

01/01/2023)

In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should distinguish

changes in accounting policies from changes in accounting estimates. That distinction is important because

changes in accounting estimates are applied prospectively only to future transactions and other future events,

but changes in accounting policies are generally also applied retrospectively to past transactions and other past

events. The Group will examine the impact of the above on its Financial Statements, though it is not expected to

have any. The above have been adopted by the European Union with effective date of 01/01/2023.

• Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising

from a Single Transaction” (effective for annual periods starting on or after 01/01/2023)

In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for

deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies

recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising

deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption

does not apply and that companies are required to recognise deferred tax on such transactions. The Group will

examine the impact of the above on its Financial Statements, though it is not expected to have any. The above

have been adopted by the European Union with effective date of 01/01/2023.

• Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 –

Comparative Information” (effective for annual periods starting on or after 01/01/2023)

In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to

address an important issue related to temporary accounting mismatches between insurance contract liabilities

and financial assets in the comparative information presented when applying IFRS 17 “Insurance Contracts” and

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 86

IFRS 9 “Financial Instruments” for the first time. The amendment aims to improve the usefulness of comparative

information for the users of the financial statements. The Group will examine the impact of the above on its

Financial Statements. The above have been adopted by the European Union with effective date of 01/01/2023.

• Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for

annual periods starting on or after 01/01/2024)

In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities.

Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity

to have the right to defer settlement of the liability for at least 12 months after the reporting period. The

amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting

period; (b) clarifying that classification is unaffected by management’s intentions or expectations about whether

the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and

(d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity

instruments. Furthermore, in July 2020, the IASB issued an amendment to defer by one year the effective date

of the initially issued amendment to IAS 1, in response to the Covid-19 pandemic. However, in October 2022, the

IASB issued an additional amendment that aim to improve the information companies provide about long-term

debt with covenants. IAS 1 requires a company to classify debt as non-current only if the company can avoid

settling the debt in the 12 months after the reporting date. However, a company’s ability to do so is often subject

to complying with covenants. The amendments to IAS 1 specify that covenants to be complied with after the

reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the

amendments require a company to disclose information about these covenants in the notes to the financial

statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2024,

with early adoption permitted. The Group will examine the impact of the above on its Financial Statements,

though it is not expected to have any. The above have not been adopted by the European Union.

• Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for

annual periods starting on or after 01/01/2024)

In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements

explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and

leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of

time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date

the transaction takes place. However, IFRS 16 had not specified how to measure the transaction when reporting

after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby

supporting the consistent application of the Accounting Standard. These amendments will not change the

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 87

accounting for leases other than those arising in a sale and leaseback transaction. The Group will examine the

impact of the above on its Financial Statements. The above have not been adopted by the European Union.

5.5. Significant accounting judgements, estimates and assumptions

The preparation of financial statements in accordance with International Financial Reporting Standards (IFRS)

requires management to make judgments, estimates and assumptions that affect the publicized assets and

liabilities at the financial statements preparation date. They also affect the disclosures of contingent assets and

liabilities at the financial statements preparation date and the publicized amounts of revenues and expenses for

the period.

Estimates and judgments are based on historical experience and other factors, including expectations of future

events that are considered reasonable under specific circumstances and are constantly re-assessed using all the

available information .

5.5.1. Judgements, estimates and assumptions

During the implementation of accounting policies, the company’s management applies its judgment based on its

knowledge of the company affairs as well as the market in which it operates, using as a base the complete

information at its disposal. Potential future changes of the current conditions are taken into consideration, in

order to apply the best accounting policy. The management’s judgments, regarding estimation performance, as

summarized in the following categories.

Specific amounts included or affecting the financial statements along with relevant disclosures are estimated

assuming values or conditions which cannot be known with certainty at the time the financial statements are

issued. An accounting estimate is considered significant when it is important for the financial position of the Group

and fiscal year results and requires management's most difficult, subjective or complex judgments. Estimates and

judgments are based on historical experience and other factors, including expectations of future events that are

considered reasonable under specific circumstances and are constantly re-assessed using all the available

information.

The most important judgments, estimates and assumptions used under the preparation of the financial statements

are presented below as follows.

▪ Impairment of non-financial assets

Non‐financial assets are tested for impairment whenever events or changes in the effective conditions

demonstrate that their book value may not be recoverable, in accordance with the accounting policy described in

Note 6.8. Goodwill is tested for impairment at least annually.

▪ Fair value measurement

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 88

The Management uses valuation techniques to determine the fair value of financial instruments (when no active

market prices are available) and non‐financial assets. This procedure involves making estimates and assumptions

about the price that market participants would pay to acquire these financial instruments. The Management bases

its assumptions on observable data, but this is not always feasible. In such cases, the Management uses the best

available information for its estimates, based on its past experience and taking into account available information.

Estimated fair values may differ from the actual values that would be made in the ordinary course of transactions

as at the reporting date of the financial statements.

▪ Valuation of owner-occupied and investment tangible assets at fair value

The Group measures Owner-occupied Land, buildings and machinery of the construction segment and Investment

property at fair value. The fair value of property, plant and equipment is determined combining the discounting

future cash flows method regarding cash flows, arising from the use of assets, and the replacement cost method.

The fair value of investment property is determined combining the Comparative Method, taking into account the

factors determining the value of the above property, including comparative sales prices as well as trends in the

economy and property market and discounted cash flows in order to determine value in use of the CGUs (i.e.

every subsidiary or associate).

Determination of value in use requires an estimate of the future cash flows of every CGU and selection of the

appropriate discount rate, which will be used to determine the present value of the aforementioned future cash

flows.

▪ Valuation of holdings in subsidiaries, associates and investments in securities at fair value

The Company holds investments in subsidiaries and securities non-listed on an active market, Therefore their fair

value is determined by discounting future cash flows in use with the exception of those whose value is determined

directly depending on the fair value of non-current assets, as they constitute the most significant component of

their assets. Determination of value in use requires an estimate of the future cash flows of every CGU and selection

of the appropriate discount rate, which will be used in order to determine the present value of the aforementioned

future cash flows.

▪ Income Tax

The Group is subject to income tax from various tax authorities. For the determination of the projections for

income tax significant estimations are required. There are numerous transactions and calculations for which the

exact tax determination during the normal course of the company’s activities is uncertain. The Group’s

management admits liabilities for anticipated tax audit issues, based on estimation for the additional tax amount

possibly owed. When the final result from the taxes of these issues, differs from the amount initially recorded in

the financial statements, these differences will affect income tax and the projections on deferred taxation in the

period during which these amounts have been finalized.

▪ Provisions for expected credit losses from trade receivables

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 89

The Group applies the simplified approach under the provisions of IFRS 9 for calculation of expected credit losses.

Under the aforementioned approach, provision for impairment is measured at an amount equal to the expected

lifetime loss for the receivables from customers and the contractual assets. The Group has made provisions for

bad debts in order to adequately cover the loss that can be reliably estimated and arises from these receivables.

At every reporting period date, the provision that has been made is adjusted and potential changes are recognized

in the income statement.

▪ Contingent assets and liabilities

The Group is involved in legal disputes and compensations during its normal business activities. The existence of

contingent liabilities and receivables requires the Management to make assumptions and judgments on an on‐

going basis about the probability that future events will occur or not occur as well as the potential consequences

that these events may have on the Company's and the Group's operations. Determining contingent assets and

liabilities is a complex process that includes making judgments about future events, laws, regulations, etc.

Changes in judgments or interpretations are likely to lead to an increase or decrease in the Company's contingent

liabilities in the future. When additional information becomes available, the Group's Management reviews the

facts based on which it may also be led to revise its estimates.

▪ Recognition of revenue from construction contracts

Revenue from contracts with customers and the related receivables from construction contracts reflect significant

management estimates and are determined using the stage of completion method as arising from the balance

between the realized cost and the total estimated cost to the completion of the project. Based on the IFRS 15

input method, at every reporting date, the construction cost is compared to the total budgeted cost of the projects

in order to determine their completion percentage. The total budgeted cost is based on estimation procedures

and is reassessed and reviewed at every reporting date. The Group makes estimates regarding the outcome of

the contracts and the total budgeted contract cost, based on which the completion percentage is determined.

When the outcome of a contract cannot be reliably determined (e.g. project is at initial stage), the Group assesses

the outcome to the extent the assumed cost is likely to be recovered, while the cost is recognized in the results

of the period in which it is incurred.

▪ Useful life of depreciable assets

In order to calculate depreciation, in every reporting period, the Group examines the useful life and residual value

of tangible and intangible assets in the light of technological, institutional and economic developments as well as

the experience arising from their use. On 31/12/2022, the Management estimates that useful lives represent the

expected usefulness of the assets.

Actual results, however, may differ due to technical gradual depreciation, especially as regards IT equipment and

software.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 90

▪ Provision for personnel compensation

Based on IAS 19, the Group, makes estimates of the assumptions underlying the actuarial valuation of provision

for personnel compensation. The provision amount for personnel compensation is based on an actuarial study.

The actuarial study includes specific assumptions on discount rate, employees’ salary increase rate, consumer

price index increase and the expected remaining working life. The assumptions used involve significant uncertainty

and the Group's management continuously reassesses these assumptions.

6. Key Accounting Policies

The accounting principles used under the preparation of the financial statements for fiscal year 2022, have been

used consistently for all fiscal years presented and analysed below. Financial statements are presented in Euro.

It is to be noted that any changes in the amounts are due to rounding.

6.1. Segment Reporting

The Company's Board of Directors is the principal business decision maker. It also reviews internal financial

reporting in order to evaluate the performance of the Company and the Group and make decisions about

allocation of resources. The Management has determined the operating segments based on this internal reporting.

The Board of Directors uses various criteria in order to assess the Group's operations, which vary according to

the nature of each segment, taking into account the risks and the existing cash requirements.

A business segment is a group of assets and operations engaged in providing products and services which are

subject to risks and returns different from those of other business segments.

A geographical segment is a geographical region in which products are sold and services provided are subject to

risks and returns different from other areas. As the primary model for segment reporting, the Group has selected

business segment reporting.

The Group presents as main business segments the domains of constructions, shipping and Samos Marina

management. Geographically, the Group operates in Greece, Romania and Cyprus.

Consolidation – investment in associates and joint ventures

The consolidated financial statements include the financial statements of the parent Company (TECHNICAL

OLYMPIC S.A.) and all the subsidiaries as at 31/12/2022. The date of preparation of the financial statements of

the subsidiaries coincides with that of the parent.

Intra-group transactions and balances have been eliminated in the accompanying consolidated financial

statements. Where required, the accounting policies of subsidiaries have been amended to ensure consistency

with the accounting policies adopted by the Group. Note 6.2 provides a complete list of consolidated subsidiaries

together with the Group's relative percentages .

Subsidiaries: Subsidiaries are all companies that are managed and controlled, directly or indirectly, by the

Company either via the majority holding of the Company's shares in which the investment was made, or via its

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 91

dependency on the know-how provided by the Group. In other words, subsidiaries are companies which are

controlled by the parent company. TECHNICAL OLYMPIC acquires and exercises control via voting rights. The

existence of potential voting rights, which may be exercised during the financial statements preparation period,

are taking into consideration in order to establish whether the parent company has control of the subsidiaries.

Subsidiaries are fully consolidated (full consolidation) using the acquisition method from the date that control is

acquired and cease to be consolidated from the date that control ceases to exist.

In order to define control, the following conditions are examined, as defined in IFRS 10:

1. The parent company has authority over the investee, since it can direct the related (operational and

financial) activities. This is achieved by the appointment of the majority of Board of Directors’ members

and directors of the subsidiary by the Management of the parent.

2. The parent Company holds rights with variable returns from its participation in the subsidiary. Other non-

controlled holdings are greatly dispersed and therefore cannot materially influence decision‐making.

3. The parent company may exercise its authority over the subsidiary to influence the amount of its returns.

This is the result of decision‐making on subsidiary matters through controlling decision‐making bodies

(Board of Directors and Directors).

The acquisition of a subsidiary by the Group is accounted for based on the market price method. The acquisition

cost of a subsidiary is the fair value of the assets given, the shares issued and the liabilities that were assumed

on the exchange date, plus any cost that is directly associated with the transaction. Individual assets, liabilities

and contingent liabilities that are acquired in a business combination are measured at fair value at acquisition

regardless of the holding percentage. The purchase cost in excess of the fair value of the acquired assets is

recorded as goodwill. If the total purchase cost is less than the fair value of the acquired assets, the difference is

recorded directly in profit or loss.

Accounting policy regarding acquisition of entities that do not constitute a business under the

provisions of IFRS 3 – Acquisition of assets

In line with the provisions of IFRS 3: Business Combinations”, the Group determines whether a transaction or

other event is a business combination by applying the definition in this IFRS, which requires that the assets

acquired and liabilities assumed constitute a business. If the assets acquired are not a business, the reporting

entity shall account for the transaction or other event as an asset acquisition. IFRS 3 defined “business” as an

integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing

a return in the form of dividends, lower costs or other economic benefits directly to investors or other owners,

members or participants (see accounting policy 4.2 “Business Combinations”). The accounting treatment of a

business combination does not apply to acquisition of an asset (or group of assets) which does not constitute a

"business".

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 92

In this context, if the entities acquired do not meet the definition of a business under IFRS 3:

- The acquirer shall identify and recognize the individual identifiable assets acquired (including those

assets that meet the definition of, and recognition criteria for, intangible assets in IAS 38 Intangible

Assets) and liabilities assumed.

- No goodwill or a gain are recognized on a bargain purchase. The cost of the acquired asset (or group

of assets) is allocated to the separate identifiable assets and liabilities based on their relative fair values

at the acquisition date. Under IAS 12.15(b), deferred tax is not recognized upon initial recognition of an

asset or liability in a transaction that is not a business combination. In this context, no deferred tax is

recognized under acquisition of assets.

- Acquisition-related costs (advisory, legal, accounting, valuation and other professional or consulting

fees) are recognized as expenses and charged to the income statement for the period in which they are

incurred. Any contingent consideration provided by the Group is initially recognized at its fair value on

the acquisition date. In business combinations, changes in the fair value of the contingent consideration

that meet the conditions for their classification as an asset or liability are recognized with a corresponding

change in the value of the recognized asset (e.g. IAS 38).

Changes in a Parent’s Ownership Interest in a Subsidiary

Where there are changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes

result in a loss of control or not.

▪ When changes in ownership rights do not result in loss of control, they are accounted for as equity

transactions (i.e. transactions with owners in their capacity as owners). In such cases, the carrying

amounts of the controlling and non-controlling interests are adjusted to reflect changes in their relative

interests in the subsidiary. Any difference between the amount by which the non-controlling interests are

adjusted and the fair value of the consideration paid or received is recognized directly in equity.

▪ Otherwise, namely when changes in ownership lead to loss of control, the parent records the necessary

sales records and recognizes the result of the sale (derecognition of the assets, goodwill and liabilities of

the subsidiary at the date of loss of control, derecognition of the carrying value of non-controlling

interests, determination of the result of the sale). When determining the sale result, any amount

previously recognized in other comprehensive income in respect of that company is accounted for using

the same method as would be applied by the Group in the event of direct sale of its assets or liabilities.

This means that the amounts previously recognized in other comprehensive income are reclassified to

the income statement. With the loss of control of a subsidiary, any investment held in the former

subsidiary is recognized in accordance with the requirements of IFRS 9.

In the separate financial statements, investments in subsidiaries were valued as Investments in Equity

Instruments under the provisions of IFRS 9 (at fair values).

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 93

Associates: Associates are the companies upon which the Group may exercise significant influence but do not

fulfill the conditions to be designated either as subsidiaries or participation to a joint venture. The assumptions

used by the group indicate that the percentage between 20% and 50% of voting rights of a company implies

significant influence over that company. Investments in affiliated companies are initially accounted at cost and

then evaluated in the consolidated financial statements using the method of net position. At every balance sheet

date, the participation cost is increased with the Group’s ratio in the changes of the net position of the invested

company and decreased with the received dividends of the affiliated companies.

The Group’s share in profits or losses of the affiliated companies after the acquisition is recorded in the income

statement, while the share of changes in the reserves after the acquisition, is recorded to the reserves. The

accumulated changes affect the book value of the investments in the affiliated companies. When the Group’s

participation to the losses of an affiliated company equals or exceeds its participation to the affiliated company,

including any other insecure receivables, the Group does not recognize any further losses, unless it has covered

liabilities or has made payments on behalf of the affiliated company and of those arising from its shareholder

capacity.

Non realized profits from transactions between the Group and the affiliated companies are eliminated by the

Group’s participation percentage to the affiliated companies. Non realized losses are eliminated, unless the

transaction indicates impairment of the transferred assets. The accounting principles of the affiliated companies

have been modified in order to be in conformity with those implemented by the Group.

In the separate financial statements investments in associates were evaluated at fair values, in accordance

with the provisions IFRS 9. The results of the valuation are recorded in the Equity account in the Other

Comprehensive Income.

Joint Ventures and Joint Ventures: According to IFRS 11, there are two types of agreements: joint operations

and joint ventures. The classification depends on the rights and obligations of the contractual parties, taking into

account the structure and legal form of the agreement, the terms agreed by the parties and, where relevant,

other facts and circumstances. Joint operations are considered to be joint agreements where the parties

(participants) who have joint control have rights over the assets and liabilities on the obligations of the operation.

Participants should account for assets and liabilities (as well as income and expenses) related to their share in

the scheme.

Joint ventures shall be considered as joint agreements where the parties (joint venturers) who have joint control

over the agreements have rights over the net assets of the scheme. These companies are accounted for using

the equity method (proportional consolidation is no longer permissible). The main joint agreements in which the

Group participates concern the performance of construction contracts through joint venture schemes. These joint

venture schemes are classified as joint operations because their legal form gives the parties direct rights to the

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 94

assets and liabilities to the obligations. Based on IFRS 11, the Group calculates assets, liabilities, revenues and

expenses based on its share in the operations .

6.2. Group Structure

As at 31/12/2022, the Group’s structure is as follows based on consolidation method:

FULL CONSOLIDATION METHOD

Country of

Establishment

Participation

Equivalent

% DIRECT

PARTICIPATION

% INDIRECT

PARTICIPATION

INDIRECT

PARTICIPATION

SUBSIDIARY

TECHNICAL OLYMPIC S.A.

GREECE

PARENT

EUROROM CONSTRUCTII '97 SRL

CYPRUS

100,00%

Τ.Ο. HOLDINGS INTERNATIONAL LTD

CYPRUS

100,00%

Τ.Ο. SHIPPING LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

PORTO CARRAS DEVELOPMENT SA

GREECE

30,60%

Τ.Ο. CONSTRUCTIONS S.A.

GREECE

90,25%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

TECHNICAL OLYMPIC AIRWAYS S.A.

(UNDER LIQUIDATION)

GREECE

41,54%

SAMOS MARINES S.A.

GREECE

99,96%

TOXOTIS Technical S.A.

GREECE

83,45%

J/V TOXOTIS Technical S.A. - GOUSGOUNIS

S.A. - RECONSTRUCTION OF KIFISSOS AVENUE

& POSEIDONOS AVENUE

GREECE

99,00%

TOXOTIS

Technical S.A.

ROMA HOLDING LLC

MARSHALL

85,00%

Τ.Ο. SHIPPING

LTD

ARIADNE REAL ESTATE Μ.Ι.Κ.Ε.

GREECE

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

PFC PREMIER FINANCE CORPORATION LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

NOVAMORE LTD

CYPRUS

100,00%

Τ.Ο. HOLDING

INTERNATIONAL

LTD

LUXURY LIFE IKE

GREECE

100,00%

EQUITY METHOD

Domicile

Participation

Direct

Participation

Indirect

Participation

SUBSIDIARY OF

INDIRECT

PARTICIPATION

Mount Street Hellas Holdco

IRELAND

PARENT

50,00%

PFC PREMIER

FINANCE

CORPORATION

LTD

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 95

Changes in the Group structure in 2022

Cyprus domiciled second-tier subsidiary of "TECHNICAL OLYMPIC SA " under the title “PFC PREMIER FINANCE

CORPORATION LTD" (a 100% subsidiary of T.O. INTERNATIONAL HOLDING LTD), after the completion of the

legal and financial audit, on 22/12/2021 signed an agreement on acquisition of 50% of the Irish company "Mount

Street Hellas Holdco Limited" from the Irish company "MOUNT STREET HELLAS INVESTMENTS LIMITED".

The acquisition consideration, as already announced, amounts to €450,000. The entire acquisition was subject to

the approval of the competent supervisory authorities (Bank of Greece). The Bank of Greece (BoG) approved the

indirect acquisition by "TECHNICAL OLYMPIC SA " of a special participating interest in "MOUNT STREET HELLAS

SINGLE MEMBER LOANS AND CREDITS MANAGEMENT S.A." through its affiliated companies (PFC PREMIER

FINANCE CORPORATION LTD and T.O INTERNATIONAL HOLDING LTD). The approval was received on 3/1/2022

and the consideration in question was paid on 11/1/2022 which was the key prerequisite for the completion of

the transaction.

Cyprus domiciled subsidiary of “TECHNICAL OLYMPIC SA " under the title Τ.Ο INTERNATIONAL HOLDING LTD

acquired 100% of the shares of the Cypriot company "NOVAMORE Limited" from the Cypriot company "VEL

INVESTMENT FUND AIFLNP V.C.I.C. LIMITED" on 5/1/2022 according to a private agreement. The company

"NOVAMORE Limited" owns receivables arising from loan agreements secured by personal guarantee and

collateral. The management of receivables arising from the loan agreements has been assigned to the loan and

credit receivables management company under the title "MOUNT STREET HELLAS SOLE SHAREHOLDER LOAN

RECEIVABLES AND LOANS MANAGEMENT COMPANY".

The joint ventures, included in the current financial statements, are listed below as follows.

Proportional consolidation method

Country of

Establishment

% Participation

Equivalent

J/V TERNA SA - MOCHLOS SA - AKTOR SA – J/V CONSTRUCTION OF AIGIO TUNNEL

GREECE

30,00%

J/V AKTOR SA -MICHANIKI SA - MOCHLOS SA - J/V ASFALTIKON PATHE

GREECE

28,00%

J/V MOCHLOS SA – ATHINAIKI TECHNIKI SA – CONTRACTOR J/V PANTHESSALIA STADIUM NEA IONIA VOLOS

GREECE

50,00%

J/V MICHANIKI SA - J&P - AVAX SA – ATHINA SA - MOCHLOS SA - EGNATIA ODOS. ANTHOCHORI METSOVO

NODE

GREECE

34,46%

J/V - MICHANIKI SA - MOCHLOS SA – OLYMPIAKO CHORIO

GREECE

49,00%

J/V MOCHLOS SA / ATHINAIKI TECHNIKI SA - ATHINAIKI TECHNIKI SA – INTRACOM SA - CONTRACTOR J/V

PANTHESSALIA STADIUM NEA IONIA VOLOS

GREECE

33,00%

J/V MOCHLOS SA - ΑΤΤΙCΑΤ SA - VIOTER SA - EGNATIA ODOS COMPLETION WORKS FROM IGOUMENITSA NODE

TO SELLON NODE

GREECE

40,00%

J/V MOCHLOS SA - ATHINA SA – DODONI

GREECE

50,00%

J/V MOCHLOS SA - ATHINA SA. – TUNNEL Σ2

GREECE

50,00%

J/V MOCHLOS SA - TEO SA. – AKTIO TOLLS

GREECE

49,00%

J/V MOCHLOS SA - TEO SA -- HIGHWAY MAINTENANCE PATRAS BYPASS

GREECE

49,00%

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 96

6.3. Foreign currency translation

The consolidated financial statements are presented in Euro, which is the functional currency and presentation

currency of the parent company. The features in the financial statements of the Group’s companies are measured

based on the currency of the economic environment in which the Group operates each of its companies (functional

currency). Transactions in foreign currencies are translated into the functional currency, using the exchange rate

effective at the transactions date.

Profits and losses from foreign exchange differences, arising from settlement of such transactions during the fiscal

year and from conversion of monetary items in foreign currency at current exchange rates on the balance sheet

date, are recorded into the income statement. Foreign exchange differences from non-monetary items measured

at their fair value, are deemed to be part of the fair value and are therefore recorded along with the differences

in fair value.

Foreign operations

The functional currency of the Group’s foreign subsidiaries is the official currency of the country in which every

subsidiary operates. Under the preparation of consolidated financial statements, assets and liabilities of foreign

subsidiaries, including goodwill and fair value adjustments due to business combinations, are translated into Euro

at the exchange rates effective at the Statement of Financial Position reporting date. Revenue and expense are

translated into the presentation currency of the Group based on the average exchange rates for the reported

period. Any differences arising from this procedure are charged / (credited) to the foreign currency subsidiaries'

transition reserves, equity, and are recognized in other comprehensive income in the Statement of Comprehensive

Income. Upon the disposal, write off or derecognition of a foreign subsidiary, the above reserve is transferred to

profit or loss for the period.

6.4. Property, plant and equipment

Land and buildings are presented in the financial statements at readjusted values, as were defined under the

respective valuation by an independent assessor at fair values as at the assessment date, less the accumulative

depreciations and any impairment losses.

Moreover, the construction segment machinery is presented in the financial statements at adjusted values

as determined by the company's management and by the independent appraiser, less the accumulative

depreciations and any impairment losses.

Readjustments are frequently made, in order to ensure that the book value of the asset is not substantially

different from the value that would be determined using fair value on the Statement of Financial Positions date.

Other mechanical equipment and other tangible assets are presented at acquisition cost less the

accumulative depreciations and any impairment losses. The cost of acquisition includes all directly attributable

expenses for the asset acquisition.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 97

Vessels are recorded at historical cost less any subsequent depreciation or amortization. Historical costs include

costs directly attributable to the acquisition of the vessels, i.e. contractual price, repairs and improvements,

supervision fees, delivery and acquisition costs.

Subsequent expenses are recorded as an increase in the book value of the tangible assets or as separate asset

only to the degree that these expenses increase future anticipated financial benefits from the use of the asset

and their cost may be reliably measured. Repair and maintenance cost is recorded in the income statement of

the respective fiscal years.

Tangible assets are written off upon sale or withdrawal or when no further financial benefits are expected from

their on-going use. Gains or losses arising from the write-off of property, plant and equipment are included in

the Income Statement for the year when that asset is written off.

Fixed assets under construction include property, plant and equipment and are recorded at cost. Fixed assets

under construction are not depreciated until the fixed asset is completed and put into operation.

Depreciation of other tangible assets (except for land plots that cannot be depreciated) is calculated based on

the straight-line depreciation method during their useful life, as follows:

Tangible assets

Useful life (in years)

Buildings

from 12 to 50

Machinery

from 5 to 15

Air means of transport

from 18 to 20

Vehicles

from 7 to 9

Other equipment

from 4 to 7

Vessels

The book value of properties, facilities and equipment is tested for impairment when there are indications, i.e.

events or changes in circumstances indicating that the book value may not be recoverable. If there is such an

indication and the book value exceeds the anticipated recoverable amount, the assets or cash flow generating

units are impaired to the recoverable amount. The recoverable value of properties, facilities and equipment is

the greater between their net sale price and value in use. To calculate value in use, the anticipated future

cash flows are discounted to their present value, using a pre-tax discount rate that reflects the current market

assessments of money value over time and associated risks to the asset.

For assets that do not generate cash flows from continuing use that are largely independent from those of other

assets, the recoverable amount is defined for the cash generating unit, to which the asset belongs.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 98

The residual values and useful lives of tangible assets are subject to revaluation on the balance sheet date. When

the book value of tangible assets exceeds their recoverable value, the difference (impairment) is recorded initially

as a reduction in the fair value reserve (if such exists for the specific asset), which is shown in the equity capital

accounts. Each impairment, apart from the reserve formed for the specific asset, is immediately recorded as an

expense in the income statement.

During the sale of tangible assets, the differences between the proceeds and their book value is recorded as profit

or loss in the income statement.

Self-produced tangible assets constitute an addition to the acquisition cost of tangible assets at a value that

includes the direct cost of employee payment, participating to the construction (respective employer

contributions), cost of materials used and other general costs.

6.5. Investment property

Investment property (including land, buildings, or parts of buildings and/or both) include property that is owned

by the Group, either to collect rent from their lease, or to increase their value (capital gains) and/or both and are

not held in order to be used for the production or supply of materials / services or for administrative purposes,

or the sale as part of the company’s ordinary course of business.

The Group examines all the expenses for investment property at the time of their incurrence, in accordance with

all recording criteria. These expenses include expenses initially for the property acquisition and subsequent

expenses for adding or replacing part of that property. According to the recording criteria, the Group does not

include repair expenses on the book value of a property investment, which are expenses recorded directly in the

income statement.

Investment property items are initially recorded at their acquisition cost, increased by all those expenses relating

to the transaction of their acquisition (e.g. notary’s deeds, real estate agent’s fees, transfer taxes). The cost of

investment property equals its price, in cash. In case the payment for the acquisition of an investment property

item is delayed beyond the usual credit limits, then the difference between the total payments and the cash

equivalent amount will be recorded and shown in the income statement as interest (expenses) during the time of

credit.

The Group has chosen to assess investments in properties based on the fair value. According to this policy, the

fair value of a property investment is the price at which the property may be exchanged between informed and

willing parties in a normal trading transaction. Fair value exempts an estimated price inflated or deflated due to

special terms or circumstances, such as unusual financing, sale and leaseback agreements, special earnings or

assignments granted by anyone associated with the sale. Every gain (or loss) arising from a change in the fair

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 99

value of the investment, constitutes a result and is recorded in the income statement of the year, during which it

arises.

The best evidence of fair value is given by current prices in an active market for similar property, in the same

location and condition.

Property transfers from investment property to fixed assets take place only when there is a change in the use of

the said property which is proven by the Group’s own use of the property or by the Group’s commencement to

develop this property for sale.

An investment property is derecognized (removed from the Statement of Financial Position) when it is sold or

when the investment is permanently withdrawn from use and no future economic benefits are expected from its

sale. Profits or losses arising from the withdrawal or sale of an investment property relate to the difference

between the net sale proceeds and the carrying amount of the asset and are recognized in profit or loss in period

in which the asset was sold or withdrawn.

6.6. Right-of-use – Leases

6.6.1. Recognition and initial measurement of right-of-use assets

• At the commencement date of a lease term, the Group recognizes a right-of-use asset and a lease liability

by measuring the right-of-use asset at cost.

• The initial measurement of the right-of-use assets consists of:

• The amount of the initial measurement of the lease liability (see below),

• Lease payments made on or before the commencement date, reduced by the amount of discounts or

other incentives offered,

• The initial direct costs incurred by the lessee, and

• An estimate of costs to be incurred by the Group in dismantling and removing the underlying asset,

restoring the site on which it is located or restoring the underlying asset to the condition required by the

terms and conditions of the lease. The Group incurs the obligation for those costs either at the

commencement date or as a consequence of having used the underlying asset during a particular period.

6.6.2. Initial measurement of lease liability

i) At the commencement date, the Group measures the lease liability at the present value of the lease

payments that are not paid at that date. When the interest rate implicit in the lease can be readily

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 100

determined, the lease payments shall be discounted using the interest rate implicit in the lease. If that

rate cannot be readily determined, the Group shall use the Group’s incremental borrowing rate.

ii) At the commencement date, the lease payments included in the measurement of the lease liability

comprise the following payments for the right to use the underlying asset during the lease term that are

not paid at the lease commencement date:

iii) fixed payments less any lease incentives receivable,

iv) any variable lease payments that depend on the future change in index or a rate, initially measured using

the index or rate as at the commencement date

v) amounts expected to be payable by the Group under residual value guarantees,

vi) the exercise price of a purchase option if the Group is reasonably certain to exercise that option and

vii) payments of penalties for terminating the lease, if the lease term reflects the Group exercising an option

to terminate the lease.

6.6.3. Subsequent measurement of the right‐of‐use asset

After the commencement date, the Group shall measure the right‐of‐use asset applying a cost model.

The Group shall measure the right‐of‐use asset at cost:

- less any accumulated depreciation and any accumulated impairment losses, and

- adjusted for any remeasurement of the lease liability,

The Group applies the depreciation requirements in IAS 16 in depreciating the right‐of‐use asset, which it

examines for potential impairment.

6.6.4. Subsequent measurement of lease liability

After the commencement date, the Group shall measure the lease liability by:

- increasing the carrying amount to reflect interest on the lease liability,

- reducing the carrying amount to reflect the lease payments made, and

- remeasuring the carrying amount to reflect any reassessment or lease modifications.

Financial cost of a lease liability is allocated over the lease term in such a way that it results in a constant periodic

rate of interest on the remaining balance of the liability.

After the commencement date, the Group shall recognize in profit or loss, (unless the costs are included in the

carrying amount of another asset applying other applicable Standards), both:

- financial cost of the lease liability, and

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 101

- variable lease payments not included in the measurement of the lease liability in the period in which the event

or condition that triggers those payments occurs.

6.7. Intangible assets

Intangible assets acquired by a company are recorded at their acquisition cost. Intangible assets generated

internally, except for development expenses, are not capitalized and the respective expenses are included in the

income statement for the year in which they arise. Intangible assets include software licenses.

Software: Software licenses are recorded in intangible assets and are assessed at acquisition cost minus the

accumulated depreciations. Depreciations are calculated using the method of steady depreciation over the

useful life of such assets, which ranges from 3 to 5 years.

Amortizations of intangible assets are included in the items “Cost of Goods Sold” and “Administration Costs” in

the income statement.

The period and method of amortization is redefined at least at the end of every annual reporting period. Changes

in the expected useful life of each intangible asset are accounted for as a change in accounting estimates.

Gains or losses arising from the write‐off due to disposal of an intangible asset are calculated as the difference

between the net proceeds of the disposal and the current value of the asset and are recognized in profit or loss

for the period. Analytical information about impairment test is presented in Note 6.9.

6.8. Impairment of non-current assets (intangible and tangible assets)

Assets with an indefinite useful life are not impaired and are subject to impairment control at least once a year

and when certain events indicate that the book value may not be recoverable. When the carrying value of an

asset exceeds its recoverable amount, the respective impairment loss is recorded in the income statement.

Accordingly, non-financial assets subject to impairment test (provided there are relevant indications) are assets

measured at acquisition cost or based on the equity method (investments in subsidiaries, associates and joint

ventures). The recoverable amount of investments in subsidiaries and associated is determined in the same way

as for other non-financial assets.

For impairment test purposes, assets are grouped to the lowest level for which cash flows can be separately

identified. The recoverable amount is defined as the higher of the 'fair value less costs to sell' and the 'value in

use'. For the purpose of calculating value in use, the Management estimates the future cash flows from the asset

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 102

or cash-generating unit and chooses the appropriate discount rate to calculate the present value of future cash

flows.

An impairment loss is recognized for the amount by which the book value of an asset or a Cash Generating Unit

exceeds their recoverable amount. Discounting factors are determined individually for each Cash Generation Unit

and reflect the corresponding risk data that has been determined by the Management for each of them.

Furthermore, prevailing market assumptions are used such as that of energy. The period reviewed by the

management exceeds five years, which is encouraged by IAS 36, as particularly for renewable energy units and

highway concessionaires, even a longer period will be considered quite satisfactory.

Impairment losses of Cash Generating Units first reduce the carrying amount of goodwill allocated to them. The

residual impairment losses are charged pro rata to the other assets of the particular Cash Generation Unit. With

the exception of goodwill, all assets are subsequently reviewed for indications that their previously recognized

impairment loss is no longer effective.

An impairment loss is reversed if the recoverable amount of a Cash-Generating Unit exceeds its carrying amount.

In such a case, the increased carrying amount of the asset will not exceed the carrying amount that would have

been determined (net depreciation), if no impairment loss had been recognized for the asset in the previous

years.

6.9. Investments in subsidiaries (Separate Financial Statements)

Investments in subsidiaries are carried at cost and are recognized as non-current assets in the item "Investments

in subsidiaries". Investments are initially recorded at cost and are subsequently measured at fair value.

At the end of the administrative period, the value of the subsidiaries is remeasured and the amount of

profit/impairment is transferred to equity, to the account "Reserves from valuation of financial assets at fair value

through other comprehensive income".

6.10. Financial Instruments

6.10.1. Recognition and derecognition

Financial assets and financial liabilities are recognized in the Statement of Financial Position when and only when

the Group becomes a party to the financial instrument.

The Group derecognizes a financial asset when and only when the contractual rights to the cash flows of the

financial asset expire or when the financial asset is transferred and all the risks and rewards associated with this

financial asset are substantially transfers. A financial liability is derecognized from the statement of financia l

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 103

position when and only when it is repaid - that is, when the obligation specified in the contract is fulfilled, canceled

or has expired.

6.10.2. Classification and initial recognition of financial assets

With the exception of trade receivables that do not include a significant finance item and are measured at the

transaction price in accordance with IFRS 15, other financial assets are initially measured at fair value by adding

the relevant transaction cost except in the case of financial assets measured at fair value through profit or loss.

Financial assets, except those defined as effective hedging instruments, are classified into the following

categories:

• Financial assets at amortized cost,

• Financial assets at fair value through profit & loss, and

• Financial assets at fair value through other comprehensive income without recycling cumulative profit

and losses on derecognition (equity instruments)

Classification of every asset is defined according to:

• the Group's business model regarding management of financial assets, and

• the characteristics of their conventional cash flows.

All income and expenses related to financial assets recognized in the Income Statement are included in the items

"Other financial results", "Financial expenses" and "Financial income", except for the impairment of trade

receivables included in operating results .

6.10.3. Subsequent measurement of financial assets

Financial assets at amortized cost

A financial asset is measured at amortized cost when the following conditions are met:

I. financial asset management business model includes holding the asset for the purposes of collecting

contractual cash flows,

II. contractual cash flows of the financial asset consist exclusively of repayment of capital and interest on

the outstanding balance (“SPPI” criterion).

Following the initial recognition, these financial assets are measured at amortized cost using the effective interest

method. In cases where the discount effect is not significant, the discount is omitted.

The amortized cost measured category includes non‐derivative financial assets such as loans and receivables with

fixed or pre‐determined payments that are not traded on an active market, as well as cash and cash equivalents,

trade and other receivables.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 104

Financial assets measured at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets

designated at initial recognition at fair value through profit or loss, or financial assets that are required to be

measured at fair value.

Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near future.

Derivatives, including embedded derivatives, are also classified as held for trading, unless defined as effective

hedging instruments.

The Group does not use derivative financial instruments to hedge risks or to make a profit.

Financial assets with cash flows that are not only capital and interest payments are classified and measured at

fair value through profit or loss, irrespective of the business model.

On 31/12/2022 and 31/12/2021, the Group and the Company recognized assets belonging to this category (see

Note 8.13).

Financial assets classified at fair value through total comprehensive income (equity instruments)

In accordance with the relevant provisions of IFRS 9, at initial recognition, the Group may irrevocably choose to

disclose to other profit or loss directly in equity the subsequent changes in the fair value of an equity investment

that is not for trading.

Profits and loss from these financial assets are never recycled to the income statement. Dividends are recognized

as other income in the income statement when the payment entitlement has been proved, unless the Group

benefits from such income as a recovery of part of the cost of the financial asset, then such profit is recognized

in the statement of comprehensive income. Equity interests designated at fair value through total income are not

subject to an impairment test. This option is effective for each security separately.

The Group has chosen to classify investments in this category (see Note 8.6).

6.10.4. Impairment of financial assets

Impairment is defined in IFRS 9 as an Expected Credit Loss (ECL), which is the difference between the contractual

cash flows attributable to the holder of a particular financial asset and the cash flows expected to be recovered,

i.e. cash deficit arising from default events, discounted approximately at the initial effective interest rate of the

asset .

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 105

The Group recognizes provisions for impairment for expected credit losses for all financial assets except those

measured at fair value through profit or loss. The objective of the IFRS 9 impairment provisions is to recognize

the expected credit losses over the life of a financial instrument whose credit risk has increased since initial

recognition, regardless of whether the assessment is made at a collective or individual level, using all the

information that can be collected on the basis of both historical and present data, as well as data relating to

reasonable future estimates of the financial position of customers and the economic environment.

To facilitate implementation of this approach, a distinction is made among:

• financial assets whose credit risk has not deteriorated significantly since initial recognition or which have

a low credit risk at the reporting date (Stage 1) and for which the expected credit loss is recognized for

the following 12 months,

• financial assets whose credit risk has deteriorated significantly since initial recognition and which have no

low credit risk (Stage 2). For these financial assets, the expected credit loss is recognized up to their

maturity.

• financial assets for which there is objective evidence of impairment at the reporting date (Stage 3) and

for which the expected credit loss is recognized up to maturity.

The Group applies the simplified approach of IFRS 9 to trade and other receivables as well as to receivables from

on construction contracts and receivables from leases, estimating the expected credit losses over the life of the

above items. In this case, the expected credit losses represent the expected shortfalls in the contractual cash

flows, taking into account the possibility of default at any point during the life of the financial instrument. In

calculating the expected credit losses, the Group uses a provisioning matrix by grouping the above financial

instruments based on the nature and maturity of the balances and taking into account available historical data in

relation to the debtors, adjusted for future factors in relation to the debtors and the economic environment.

6.10.5. Classification and measurement of financial liabilities

The Group's financial liabilities include mainly borrowings, suppliers and other liabilities. Financial liabilities are

initially recognized at cost, which is the fair value of the consideration received outside borrowing costs. After

initial recognition, financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities are classified as short‐term liabilities unless the Group has the unconditional right to transfer

the settlement of the financial liability for at least 12 months after the financial statements reporting date.

In particular:

Loan liabilities

The Group's loan liabilities are initially recognized at cost, which reflects the fair value of the amounts payable

minus the relative costs directly attributable to them, where they are significant. After initial recognition, interest

bearing loans are measured at amortized cost using the effective interest method. Amortized cost is calculated

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 106

by taking into account issuing expenses and the difference between the initial amount and the maturity. Gains

and losses are recognized in profit or loss when the liabilities are derecognized or impaired through the

amortization process.

The Group capitalizes all the borrowing costs that can be allocated directly to acquisition, construction or

production of an eligible asset .

Trade and other liabilities

Balance from suppliers and other liabilities is initially recognized at their fair value and subsequently measured at

amortized cost using the effective interest method.

Trade and other short‐term liabilities are not interest‐bearing accounts and are usually settled on the basis of the

agreed credits.

6.10.6. Offsetting financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount is shown in the Statement of Financial

Position only if there is the present legal right to offset the recognized amounts and intends to clear them on a

net basis or to require the asset and settle the liability simultaneously.

6.11. Inventories

Inventories include goods acquired for future disposal. At the Statement of Financial Position reporting date,

inventories are measured at the lower of cost and net realizable value (NRV). Cost is determined using the

weighted average cost method. NRV is the estimated selling price in the ordinary course of business, less any

selling costs.

Cost should include all the costs incurred to purchase the inventories. If inventories are made available in a

different form by the Group or are used to produce other products, then the costs of conversion and other costs

incurred in bringing the inventories to their present location and condition are added to the purchase cost.

Inventory cost is determined under the weighted average cost method and does not include financial expenses.

Appropriate provisions are made for obsolete inventories, if necessary. Write-downs in net realizable value and

other losses from inventories are recognized in profit or loss for the period in which they are incurred.

6.12. Cash and cash equivalents

Cash and cash equivalents include cash in hand, sight deposits, term deposits, overdraft bank accounts, and other

high liquidity investments that are readily convertible into specified amounts of cash that are subject to a non-

significant change in value.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 107

The Group considers term deposits and other highly liquid investments with a maturity of less than three months,

as well as term deposits with a maturity of over three months for which it has the right to early liquidation without

loss of capital, as available cash.

For the preparation of cash flow statements, cash and cash equivalents consists of cash in hand, bank deposits

as well as cash equivalents as defined above.

The Group’s restricted deposits, irrespective of the nature of their commitment, are not included in the cash and

cash equivalents item, but are classified in the "Other receivables" item.

6.13. Share capital, reserves and distribution of dividends

Ordinary registered shares are recorded as equity. Cost directly attributable to an equity item net of the tax are

monitored as a deduction to the Balance of Retained Earnings in equity.

Where the Company or its subsidiaries purchase part of the Company's share capital (treasury shares), the amount

paid, including any expense, net of tax, is deducted in equity until the shares are canceled or sold. The number

of treasury shares held by the Company does not reduce the number of shares in circulation, but affects the

number of shares included in the earnings per share calculation. Treasury shares held by the Company do not

incorporate a right to receive a dividend. As at 31 December 2022, the Company held a) 1,621 shares arising

from fractional rights and b) 646,132 shares arising from the equity shares acquisition plan.

In particular, the reserves are divided into:

Reserves from valuation of property and machinery at fair value

Changes arising from the fair value measurement of the Group’s tangible assets which it has chosen to recognize

in readjusted values, as referred to in Notes 6.4 are monitored. The account is increased by the positive

adjustment of the properties’ value and is decreased with subsequent negative revaluation until it is reduced to

zero. If a loss initially arises from the valuation of property, it is recognized in the profit or loss for the period.

This Reserve is depreciated in every reporting period based on the depreciation rate of the fixed assets concerned.

The cumulative amount is transferred to Retained Earnings when the assets are disposed of.

Reserves from fair value valuation of holdings

Changes in the fair value of investments classified as investments in equity instruments are monitored.

Foreign currency translation differences from the incorporation of foreign operations

Foreign exchange differences arising under foreign currency translation during the incorporation of foreign

companies are recognized in other comprehensive income and accumulated in other reserves. The cumulative

amount is transferred to the income statement for the year when the amounts were transferred.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 108

Reserves for treasury shares

The Company may proceed with successive acquisitions of treasury shares in implementation of the approved

program for acquisition of treasury shares in accordance with Article 49 of Law 4548/2018. The total value of

these acquisitions is presented in reserves deductible from Equity.

Other reserves

The other reserves category includes:

- Statutory reserve

According to the Greek Commercial Law, companies must transfer at least 5% of their annual net profits to a

statutory reserve until such reserve equals 1/3 of the paid-up share capital. This reserve cannot be distributed

during the Company's operations.

- Extraordinary and Other tax-exempted reserves

These reserves refer to profits, not taxed at the applicable tax rate in accordance with the applicable tax

framework in Greece and include reserves that derive from taxable profits and which concern own participation

in development laws. These reserves will be taxable at the tax rate applicable when they are distributed to the

shareholders or their conversion into share capital, under certain circumstances

Dividends distributed to the Company's shareholders are recognized in the financial statements as a liability in

the period in which the Management’s distribution proposal is approved by the Annual General Meeting of the

Shareholders. Also, at the same time, the financial statements reflect the effect of the disposal of the profits

approved by the General Meeting and potential formation of reserves.

6.14. Income tax & deferred tax

The period’s income tax burden comprises current and deferred taxes, namely tax or tax relief associated with

the financial benefits arising in the period, but imputed or to be imputed by tax authorities over various periods.

Income tax is recognized in the income statement for the period, with the exception of tax for transactions

recorded directly in equity, in which case it is directly recorded, in a similar way, in equity.

Current income tax includes current liabilities and/or assets to tax authorities that are related to the tax payable

on the income tax for the period and any additional income tax that concern prior periods.

Current tax is measured according to the tax rates and tax laws that apply in the related financial periods based

on the taxable profit for the year. All changes in current tax assets or tax liabilities are recognized as part of the

tax expenses in the income statement.

Deferred income tax is calculated using the accrual method, based on enacted tax rates in effect during the

accounting period, on all temporary differences as at the balance sheet date between the tax base and the

carrying value of assets and liabilities. Deferred tax is not recognized if it arises from initial recognition of an asset

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 109

or liability in a transaction that is not a business combination which does not affect either the accounting or the

taxable profit.

Deferred tax assets and liabilities are measured using the tax rates that are expected to be applied in the period

that the asset or liability is expected to be settled, taking into account the tax rates (and tax laws) that have been

enacted and are essentially in force up until the Statement of Financial Position reporting date.

Deferred tax assets are recognized to the extent that there will be a future taxable profit for use of the temporary

difference that creates the deferred tax asset.

Deferred income tax is recognized for temporary differences that arise from investments in subsidiaries and

associates, except in the case where the reversal of the temporary differences is controlled by the Group and it

is probable that the reversal will not occur in the foreseeable future. On 31 December, the parent company did

not recognize a deferred tax claim on the temporary differences in holdings and on tax losses.

Changes in deferred tax assets and liabilities are recognized as an income tax item in the income statement for

the period, with the exception of those that arise from specific changes in assets or liabilities which are recognized

directly in the Group’s equity, such as the revaluation of property value and result in the respective change in

deferred tax assets or liabilities to be debited/credited against the respective equity account.

6.15. Provisions for employee benefits due to retirement

Short-term benefits

Short-term benefits to employees (except for employment termination benefits) in cash or kind are recognized as

an expense when accrued. Any unpaid amount is recorded as a liability, however, when the amount paid exceeds

the amount of the benefits, the entity recognizes the surplus amount as an asset item (prepaid expense) only to

the extent that the prepayment will lead to a decrease of future payments or a refund.

Post-employment benefits

Post-employment benefits include pensions and other contributions (lump sum compensation) provided by the

company to its employees after the end of service. Therefore, they only include defined contribution plans. The

accrued cost of the defined contribution plans is recorded as an expense in the period concerned.

Defined contribution plan

The Company's staff is mainly covered by the main Public Social Security Fund, concerning the private sector,

which provides pension and medical benefits. Employees are obliged to contribute part of their monthly salary to

the fund, while part of the total contribution is covered by the Company. Upon retirement, the pension fund is

responsible for paying retirement benefits to employees. Consequently, the Company has no legal or implied

obligation to pay future benefits under this program.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 110

Under the defined contribution plan, the Company’s obligation (legal or imputed) is limited to the amount agreed

to contribute to the body (e.g. the fund) that manages the contributions and grants the benefits. Therefore, the

amount of benefits that the employee will receive is determined by the amount paid by the Company (or the

employee) and by the investments paid of these contributions.

The contribution payable by the Company to a defined contribution plan is recognized as a liability after deducting

the contribution paid and as a corresponding expense.

Defined benefit plan

Pursuant to Laws 2112 / 20 and 4093/2012, the Company must pay its employees compensation upon retirement

or employment termination. The amount of compensation paid depends on years of service, the amount of

remuneration and the way they left the service (dismissal or retirement). The entitlement to participate in these

programs is usually based on the employee's years of service until retirement.

The liability recognized in the Statement of Financial Position for defined benefit plans is the present value of the

defined benefit obligation less the fair value of the plan assets’ value (reserve from payments to the insurance

company) and the changes arising from any actuarial profit or loss and past service cost. The defined benefit

obligation is calculated annually by an independent actuary based on the projected unit credit method. Regarding

the 2022 fiscal year, the selected rate follows the tendency of iBoxx AA Corporate Overall 10+ EUR indices as at

31 December 2022, which is regarded to be consistent with the provisions of IAS 19, i.e. it is based on bonds

corresponding to the currency and the estimated term relative to employee benefits as well as appropriate for

long‐term provisions.

Based on various parameters, such as age and salary, a defined benefit plan establishes years of service and the

specific obligations for payable benefits, respectively. Provisions for the period are included in the related

personnel costs in the attached separate and consolidated Income Statements and consist of current and past

service cost, related financial costs, actuarial gains or losses and any possible additional charges. Regarding

unrecognized actuarial gains or losses, the revised IAS 19 is applied, which includes a number of amendments to

the accounting of the defined benefit plan, including:

i) recognition of actuarial gains / losses in other comprehensive income and their final exclusion from

the income statement,

ii) non‐recognition of the expected returns on the plan investment in the Income Statement but

recognition of the relative interest on net liability / (asset ) of the benefits calculated based on the

discount rate used to measure the defined benefit obligation,

iii) recognition of past service cost in the income statement at the earlier of the plan amendment dates

or when the relevant restructuring or termination is recognized,

iv) other changes include new disclosures, such as quantitative sensitivity analysis.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 111

6.16. Government Grants

The Group recognizes government grants which cumulatively meet the following criteria:

• There is reasonable assurance that the entity has complied or will comply with any conditions attached

to the grant and

• It is possible that the grant will be received.

Grants are recorded at fair value and recognized as income on a systematic basis over the period necessary to

match them with the related costs, for which they are intended to compensate. Grants that concern assets are

included under long-term liabilities as deferred income.

6.17. Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when a Group has a present obligation (legal or constructive) as a result of past events,

payment is probable and its amount can be estimated reliably. The provisions are reviewed on the date of the

Financial Statements and are adjusted accordingly to reflect the present value of the expense expected for the

settlement of the liability. When the effect of the time value of money is significant, the provision is calculated as

the present value of the expenses expected to be incurred in order to settle this liability.

If it is no longer probable that an outflow of resources will be required to settle a liability for which a provision

has already been formed, then it is reversed.

In cases where the outflow of financial resources as a result of the present commitments is considered unlikely,

or the amount of the provision cannot be estimated reliably, no liability is recognized in the financial statements.

Contingent liabilities are not recognized in the financial statements, but are disclosed, unless the possibility of an

outflow of economic resources is remote. Potential inflows of financial benefits for the Group that do not yet meet

the criteria of an asset are considered as contingent assets and are disclosed when the inflow of economic benefits

is probable.

6.18. Revenue recognition

Under IFRS 15, a five-step model is being established to determine income from contracts with customers:

1. Determination of the contract(s) with the customer.

2. Determination of performance obligations.

3. Determination of transaction price

4. Allocation of transaction price to the contract’s performance obligations.

5. Recognition of revenue when (or as) the Group satisfies the performance obligations.

Revenue is recognized in the amount by which an entity expects to have in exchange for the transfer of the goods

or services to a counterparty. When awarding a contract, account shall be taken of the additional costs and the

direct costs required to complete the contract. Revenue is defined as the amount that an entity expects to be

entitled to in exchange for the goods or services it has transferred to a customer. If the promised consideration

in a contract includes a variable amount, the entity estimates the amount of consideration that would be entitled

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 112

for the transfer of the promised goods or services to the client. The consideration amount may vary due to

discounts, price subsidies, refunds, credits, price reductions, incentives, additional performance benefits, penalties

or other similar items. The promised consideration may also change if the entity's entitlement to the consideration

depends on the occurrence or non-occurrence of a future event. For example, a consideration amount will be

variable if the product has been sold with a refund or if a fixed amount promise has been given as an additional

performance benefit to achieve a specific milestone.

The volatility associated with the consideration promised by a customer may be explicitly stated in the contract.

An entity shall measure the amount of the variable consideration using one of the following methods, whichever

method it considers best suited to the amount of consideration to which it will be entitled to:

i. Estimated value - the estimated value is equal to the sum of the probability‐weighted amounts in a range

of possible consideration amounts. Estimated value is an appropriate estimate of the variable amount if

the entity has a large number of contracts with similar characteristics.

ii. The most probable amount - the most probable amount is the only most probable amount in a range of

possible consideration amounts (i.e. the only likely outcome of the contract). The most probable amount

is an appropriate estimate of the variable amount if the contract has only two possible outcomes (for

example, the entity provides additional performance or not).

The Group and the Company recognize revenue when it satisfies the performance of the contractual obligation

by transferring the goods or services on the basis of this obligation. Acquisition of control by the client occurs

when it has the ability to direct the use and to derive virtually all the economic benefits from this good or service.

Control is passed over a period or at a specific time. Revenue from the sale of goods is recognized when the

goods are transferred to the customer, usually upon delivery to the customer, and there is no obligation that

could affect the acceptance of the goods by the customer.

Implementation obligation performed over time

The Group recognizes revenue for a performance obligation that is performed over time only if it can reasonably

measure its performance in full compliance with the obligation. The Group is not in a position to reliably measure

progress with respect to fulfilling a performance obligation when it does not have the reliable information required

to apply the appropriate method for measuring progress. In certain cases, (e.g. during the initial stages of a

contract), the entity may not be able to reasonably measure the outcome of a performance obligation, but at

least expects to recover the costs incurred for its fulfillment. In such cases, an entity shall recognize revenue only

on the extent of the cost incurred until it is able to reasonably measure the outcome of the performance obligation.

Revenue from the provision of services is recognized in the accounting period in which the services are provided

and are measured according to the nature of the services to be provided. The receivable from the customer is

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 113

recognized when there is an unconditional right for the entity to receive the consideration for the contractual

obligations performed to the customer.

A contractual asset is recognized when the Group or the Company has settled its obligations to the counterparty

before it pays or before the payment is due, for example when the goods or services are transferred to the

customer before the Group or Company is entitled to issue an invoice. The contractual obligation is recognized

when the Group or the Company receives a consideration from the counterparty as an advance or when it reserves

the right to a price which is deferred prior to the performance of the obligations of the contract and the transfer

of the goods or services. The contractual obligation is recognized when the contractual obligations are performed

and the income is recorded in the income statement.

Performance obligations fulfilled at a specific time

When a performance obligation is not met over time (as outlined above), then the entity fulfills the performance

obligation at a specific time. In determining when the client acquires control of a promised asset and the entity

performs a performance obligation, the entity examines the requirements for the acquisition of control, as detailed

in the provisions of IFRS 15.

The main categories of income recognized by performance obligations performed over time for the Group are as

follows:

i) Revenue from contracts with customers related to construction operations

Such revenue relates to revenue from contracts with clients and arises from the commitments fulfilled over time.

Subsidiaries and joint ventures involved in the implementation of construction contracts recognize revenue from

construction contracts in their tax records on the basis of customer invoices resulting from relevant sectional

project implementation certifications issued by accredited engineers and responsive to the work carried out up

until the closing date. For the purpose of complying with IFRS, the proceeds from the construction activity are

gradually accounted for in the accompanying financial statements during construction, based on the input method

based on the provisions of IFRS 15 "Revenue from Contracts with Customers".

The input method recognizes revenue based on the entity's efforts or inflows towards fulfilling an execution

commitment (for example, the resources consumed, the hours worked, the costs incurred the time spent or the

hours of operation of the machines consumed) in relation to the total expected inputs to fulfill this performance

obligation.

ii) Property sales and construction of residences

Revenue is recognized when the legal instrument is transferred to the buyer and the following criteria are met:

▪ The sale has been completed,

▪ A significant part of receivables has been received from the customer,

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 114

▪ The revenue amount is accrued and

▪ It is certain that the remaining debt will be collected from the customer.

iii) Mooring of Vessels

Income from provision of marina services is recognized during mooring of vessels on the basis of their actual

stay. Entry and exit of vessels is recorded and the length of stay is priced according to predetermined values

resulting from signed contracts as well as a services price list.

iv) Provision of services

Revenue from provision of services is gradually accounted for in the period in which the services are provided,

during the provision of the service, based on the progress measurement method.

v) Dividends

Dividends are recognized as income when the shareholders’ right to collect them is established by decision of the

General Meeting of Shareholders.

vi) Charter revenue

Charter revenue is recognized when the charterer acquires control of the services or goods. Revenue from services

is recognized in the accounting period in which the services are provided.

The Group assesses that according to a time charter agreement, the lease rate per charter agreement has two

components: the lease component and the service component related to the operating costs of the vessel.

Revenue in relation to the lease component of the agreements is accounted for according to the lease standard.

Revenue in relation to the service component is related to the operating costs of the vessel which include costs

paid by the owner of the vessel, such as management expenses, crew salaries, maintenance and insurance

expenses. These expenses are necessary for the operation of a charterer and charterers benefit from them when

the vessel is used during the contract and, therefore, the service component will be accounted for in accordance

with the requirements of IFRS 15 Revenue from Contracts with Customers.

In relation to commercial management services, these services include securing employment for vessels in the

spot market and timely charters. According to commercial management arrangements, the Group's vessels earn

a portion of the total revenue generated, net of the expenses incurred.

The operating income and travel expenses of vessels performing a commercial management agreement shall be

allocated on an equivalent time chart basis, in accordance with an agreed formula. For presentation purposes,

the operating income of vessels operating under a commercial management agreement is presented in the parts

related to lease and freight revenue, while the related travel expenses are presented in the travel expenses.

vii) Interest income

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 115

Interest income is recognized on the basis of the time proportion and the use of the effective interest rate, in

accordance with the accrual accounting policy.

6.19. Non-current assets held for sale and discontinued operations

The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered

principally through a sale transaction rather than through continuing use. The basic conditions for classifying a

long-term asset or group of assets (assets and liabilities) as held for sale are the asset or group to be available

for immediate sale in the present situation, and the completion of the sale depends only on conditions that are

common and typical for the sale of such items and the sale should be highly probable. In order for the sale to be

considered as highly probable, the following conditions must be met cumulatively:

• the appropriate level of management must be committed to a plan to sell the asset (or disposal group);

• an active programme to locate a buyer and complete the plan must have been initiated;

• the asset (or disposal group) must be actively marketed for sale at a price that is reasonable in relation

to its current fair value;

• the sale should be expected to qualify for recognition as a completed sale within one year from the date

of classification;

• actions required to complete the plan should indicate that it is unlikely that significant changes to the

plan will be made or that the plan will be withdrawn.

Immediately before the initial classification of the asset or group of assets and liabilities as held for sale, the asset

(or all assets and liabilities included in the group) shall be valued on the basis of the applicable IFRS. Long-term

assets (or groups of assets and liabilities) classified as held for sale are valued (after initial classification as above)

at the lowest value between their book value and fair value decreased by the direct disposal costs and the

resulting impairment losses are recorded in the Total Income Statement. Some possible increase in fair value in

a subsequent valuation will be entered in the Total Income Statement, but not for an amount greater than the

originally recorded impairment loss.

Profits or losses from discontinued operations, including profits or losses of the comparative period, are presented

as a separate item of the Income Statement. This amount is the post-tax result of discontinued activities and the

post-tax profit or loss resulting from the valuation and disposal of assets classified as held for sale (see also note

8.30). Disclosures of discontinued activities of the comparative period include disclosures for earlier periods

presented in the Financial Statements so that disclosures relate to all holdings that have been discontinued until

the expiry date of the last period presented. In the case where activities previously classified as discontinued are

now considered ongoing, the disclosures of previous periods shall be adjusted accordingly.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 116

7. Reporting Segments

7.1. Reporting segments

7.1.1. Primary reporting segment - Business segments

The Group’s primary reporting segment concerns its operating segment and is followed by its geographical

segment. In accordance with the provisions of IFRS 8, operating segments are determined based on the

“management approach”. According to this approach, the information which will be disclosed on the operating

segments should be based on the Group’s internal organizational and administrative structures and on the main

items of internal financial reports provided to the entity's chief operating decision maker.

The term "chief operating decision making" determines the Group's Management which is responsible for

allocating resources and assessing the performance of the operating departments of an entity. For the application

of IFRS 8, the Group Management is the Board of Directors.

Management monitors the operating results of the operating segments separately for decision-making purposes

relating to resource allocation and performance evaluation. The Group Management recognizes 3 business

segments (construction, management of marinas and shipping) as the operating segments of the Group. The

above operating segments are those used by the entity's Management for internal purposes, and management's

strategic decisions are taken on the basis of the adjusted operating results of each reporting segment which are

used to measure their performance. Segments of lesser importance, for which the required quantitative limits for

disclosure are not met, are included in the “other” category in the table below.

It is noted that the Group applies the same accounting principles for measurement of the operating segments’

operating results as those of the Financial Statements. Transactions between operating segments occur within

the Group’s normal course of business. Cross-segment sales are eliminated at consolidation level. The results of

each segment for the period 01/01-31/12/2022 and 01/01-31/12/2021 are analyzed as follows:

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 117

Amounts in EUR

THE GROUP

Results per segment as at 31/12/2022

Construction

Marine Time

Management

Shipping

Other

Total

Sales

Total Sales

439.536

13.530.567

264.000

14.234.103

Sales to intragroup customers

-263.000

Sales to external customers

439.536

13.530.567

1.000

13.971.103

Operating profit

Cost of materials / stock

-271.376

Employee benefits

-198.681

-139.841

-991.845

-717.712

-2.048.079

Third party fees and expenses

-748.487

-59.003

-283.574

-1.517.512

-2.608.575

Depreciation

-1.654.858

-204.779

-3.697.201

-346.613

-5.903.452

Other operating income / (expenses)

-241.563

-63.574

-1.620.591

-489.226

-2.414.953

Operating results

-2.843.589

-27.662

6.665.980

-3.070.063

724.667

Finance cost

-95.246

-168.208

-1.233.313

-343.531

-1.840.298

Finance income

1.127.656

7.127

83.957

1.218.740

Profits (losses) of valuation of financial assets through profit and loss

-1.722.102

Income from dividends

4.228.168

Gains / (losses) from valuation of investment and owner-occupied property

15.000

361.937

376.937

Proportion of associates results

-449.200

Other financial results

-1.047

-77.037

-8.331

-86.415

Profit / (loss) before tax

-1.797.226

-195.869

9.590.926

-5.147.332

2.450.498

Income tax

-875.602

24.814

-299.748

-1.150.536

Profit / (loss) for the period after tax

-2.672.828

-171.056

9.590.926

-5.447.080

1.299.962

EBITDA

-1.188.730

145.499

10.363.182

-2.723.449

6.596.501

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 118

Amounts in EUR

THE GROUP

Results per segment as at 31/12/2021

Construction

Marine Time

Management

Shipping

Other

Total

(continuing

operations)

Sales

Total Sales

479.060

363.073

5.972.756

364.000

7.178.888

Sales to intragroup customers

(363.000)

Sales to external customers

479.060

363.073

5.972.756

1.000

6.815.888

Operating profit

Cost of materials / stock

(187.452)

(215.803)

(403.255)

Employee benefits

(101.138)

(120.989)

(697.642)

(613.551)

(1.533.321)

Third party fees and expenses

(1.292.583)

(87.207)

(219.119)

(1.938.811)

(3.537.721)

Depreciation

(1.751.518)

(204.799)

(770.137)

(251.827)

(2.978.281)

Other operating income / (expenses)

779.895

134.295

(821.047)

(247.155)

(154.012)

Operating results

(2.073.738)

84.371

3.249.007

(3.050.344)

(1.790.703)

Finance cost

(156.468)

(169.990)

(650.084)

(438.947)

(1.415.489)

Finance income

231

332

35.398

35.961

Profits (losses) of valuation of financial assets through profit and loss

426.609

Income from dividends

30.000

245.000

275.000

Gains / (losses) from valuation of investment and owner-occupied property

261.986

Other financial results

(132.803)

19.448

(7.516)

(120.871)

Profit / (loss) before tax

(2.332.777)

(85.619)

2.880.689

(2.789.799)

(2.327.506)

Income tax

(585.971)

7.732

(264.847)

(843.087)

Profit / (loss) for the period after tax

(2.918.748)

(77.887)

2.880.689

(3.054.646)

(3.170.592)

EBITDA

(322.219)

257.551

4.019.144

(2.798.516)

1.155.961

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 119

7.1.2. Secondary reporting segment - Geographical segments

The activity in Romania, which constituted the second geographical segment of the Group, has been almost completed

and therefore the specific geographical segment does not contribute to the Group's turnover and also had no significant

non-current assets as at 31/12/2022.

As at 31/12/2022 and following the utilization of the Group's liquidity arising from the sale of the companies of the Porto

Carras complex, a significant part of the non-current assets of the Group is held through its investment activity in

Cyprus.

Country

Sales 01/01 -

31/12/2022

Sales 01/01 -

31/12/2021

Non-current assets

31/12/2022

Non-current assets

31/12/2021

GREECE

440.536

843.132

42.457.814

38.825.826

ROMANIA

1.912

3.955

CYPRUS

13.530.567

5.972.756

117.184.866

72.971.791

TOTAL

13.971.103

6.815.888

159.642.279

111.801.571

7.1.3. Seasonality

The Group’s and the Company’s revenue are presented in the following table.

7.1.4. Revenue analysis

The Group’s and the Company’s revenues are presented in the following table:

Revenue

THE GROUP

THE COMPANY

Amounts in EUR

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Construction

479.060

Marine time sales

439.536

363.073

Shipping sales

13.530.567

5.972.756

Provision of administrative services

1.000

264.000

364.000

Total

13.971.103

6.815.888

264.000

364.000

01/01 - 31/12/2022

Construction

Marine

time Sales

Shipping

Sales

Provision of

administrative

services

Total

Greece

439.536

1.000

440.536

Third countries

13.530.567

Total:

439.536

13.530.567

1.000

13.971.103

01/01 - 31/12/2022

Construction

Marine

time Sales

Shipping

Sales

Provision of

administrative

services

Total

Revenue when the performance obligation is fulfilled in

the long run

439.536

13.530.567

1.000

13.971.103

Total:

439.536

13.530.567

1.000

13.971.103

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 120

01/01 - 31/12/2021

Construction

Marine time

Sales

Shipping

Sales

Provision of

administrati

ve services

Total

Greece

479.060

363.073

1.000

843.132

Third countries

5.972.756

Total:

479.060

363.073

5.972.756

1.000

6.815.888

01/01 - 31/12/2021

Construction

Marine time

Sales

Shipping

Sales

Provision of

administrati

ve services

Total

Revenue when the performance obligation is

fulfilled in the long run

479.060

363.073

5.972.756

1.000

6.815.888

Total:

479.060

363.073

5.972.756

1.000

6.815.888

The Group has income from vessel charters which on 31/12/2022 amount to € 13,531 k (€ 5,973 k in 2021) and

constitute 96.8% of the total income. The revenue in question comes from one client.

8. Notes to Financial Statements

8.1. Self-used property, plant and equipment

The Group’s land plots and buildings as well as the machinery of the construction segment are measured at fair value.

Self-used property of the parent company and the machinery of the construction segment of the Group are presented

as at 31/12/2022 at fair value, arising after the assessment of independent professional appraisers. From the valuation

of the current year, self-used property of the parent company stood at profit of € 426 k (2021: profit of € 635 k) and

the Group's machines stood at profit of € 1,163 k (2021: profit of € 1,213 k), which is included in the "Reserves from

valuation of the Group’s property and machinery" (and of the Company’s self-used fixed assets).

Fair Value valuations:

Α) LAND PLOTS AND BUILDINGS

The following methods were used to estimate the value of the real estate (land plots & buildings):

- comparative data from real estate market data

- discounted cash flows (DCF - income method)

The final, weighted, value of the real estate is determined taking into account the above two methods with the data

considered reasonable in each case.

The key assumptions applied by the Management relate to determination of the present value of estimated future cash

flows are as follows:

- Expected inflows: They include assumptions and estimates of Management that has taken into account historical flows

or current market prices.

- Discount interest rate from 7.50% to 8.25% per case (7.50 % to 8.25% in the previous year)

Β) MECHANICAL EQUIPMENT

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 121

The following three methods are used to estimate the value of the Group's mechanical equipment and the results

are weighted on a straight-line basis (the weighting factor of each valuation method varies from case to case):

- Cost method based on historical market values (acquisition)

According to this method, the purchase (acquisition) prices are taken into account in the respective time in

combination with the age of the equipment and with the help of appropriate indicators (ELSTAT) they are

discounted to the requested critical time.

- Cost method based on the replacement value of a new

According to this method, depreciation of each asset is considered to be non-linear, so the value is estimated using

appropriate exponential curves.

- Comparative method where elements of systematic research of the used assets market are taken into account

Addition for the period:

During the period, the Company’s and the Group’s net investment property amounted to € 2,060 for the Group and €

2.017 k for the Company. The most significant addition for the Group and the Company concerns the acquisition of a

helicopter of € 1,935 k. The MSC ROMA HOLDING vessel is monitored at fair value, which on 31/12/2022 was

determined, based on reports by independent appraisers, at USD 90.750 million or € 81.753 million. Goodwill of €

42.89 million arising from the vessel’s valuation, was registered in the Equity account "Reserves from valuation of real

estate and machinery at fair value"

There are encumbrances on the Company's real estate amounting to € 5,500 k relating to letters of guarantee. There

are also liens on MSC ROMA HOLDING vessel due to the effective loan.

During the period, the Group sold machinery and vehicles of book value € 127 k at a loss of € 63 k.

As at 31 December 2022 and 31 December 2021 the Group and the Company had no commitments for capital

expenditures, except the aforementioned advance payment.

The table of changes in the Group's and the Company’s self-used assets is as follows:

THE GROUP

Amounts in EUR

Land

Plots

Buildings

Machinery

Transportation

equipment

Furniture

and other

equipment

Vessels

Fixed assets

under

construction

Total

Acquisition cost as

at 01/01/2021

3.372.105

18.792.905

40.139.611

6.443.111

3.325.326

2.705.137

74.778.194

Less: Accumulated

depreciations

(235.548)

(9.611.970)

(35.668.407)

(5.409.755)

(3.292.920)

(54.218.601)

Net book value as

at 01/01/2021

3.136.557

9.180.935

4.471.204

1.033.356

32.406

2.705.137

20.559.594

Additions

16.975

27.127

24.248.896

24.292.997

Sales / write-offs

(41.557)

(69.873)

(5.242.651)

(307.201)

2.018

(132)

(5.659.395)

Fair value adjustment

26.950.680

(26.950.680)

Depreciation for the

period

453.000

(314.663)

(13.655)

16.329.660

16.454.343

Additions

(308.746)

(1.491.412)

(275.643)

(24.550)

(770.137)

(2.870.489)

Depreciaiton of sales/

write offs

4.643.802

285.978

4.929.780

Adjusted depreciation

182.117

1.452.756

88.865

1.723.738

Acquisition cost as

at 31/12/2021

3.330.548

19.176.032

34.599.272

6.122.256

3.354.471

43.280.340

3.221

109.866.139

Less: Accumulated

depreciation

(235.548)

(9.738.599)

(31.063.261)

(5.310.555)

(3.317.470)

(770.137)

(50.435.570)

Net book value on

31/12/2021

3.095.000

9.437.433

3.536.011

811.701

37.001

42.510.202

3.221

59.430.568

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 122

Additions

66.950

1.912.109

31.387

49.724

2.060.169

Sales / write-offs

(1.122.996)

(460.283)

(796)

(1.584.075)

Fair value adjustment

45.000

165.000

1.375.544

1.764.715

42.889.364

46.239.623

Depreciation for the

period

(324.149)

(1.405.057)

(334.181)

(24.804)

(3.697.201)

(5.785.392)

Additions due to

segement absorption

1.016.078

421.581

1.437.659

Depreciaiton of sales/

write offs

401

Adjusted depreciation

234.020

(269.188)

(1.725.367)

(1.760.535)

Acquisition cost as

at 31/12/2022

3.375.548

19.341.032

34.918.769

9.338.797

3.385.062

86.219.427

3.221

156.581.856

Less: Accumulated

depreciation

(235.548)

(9.828.728)

(31.721.026)

(6.948.522)

(3.342.274)

(4.467.339)

(56.543.436)

Net book value as

at 31/12/2022

3.140.000

9.512.304

3.197.743

2.390.275

42.788

81.752.089

3.221

100.038.420

THE COMPANY

Amounts in EUR

Land

Plots

Buildings

Machinery

Transportation

equipment

Furniture

and other

equipment

Vessels

Fixed assets

under

construction

Acquisition cost as at 01/01/2021

3.095.000

6.078.419

119.424

3.002.172

3.222

12.298.236

Less: Accumulated depreciation

(85.527)

(22.950)

(2.977.382)

(3.085.859)

Net book value as at 01/01/2021

3.095.000

5.992.892

96.474

24.790

3.222

9.212.377

Additions

10.820

26.694

37.514

Sales / write-offs

(20.000)

Fair value adjustment

453.000

Depreciation for the period

(200.478)

(1.200)

(18.949)

(20.898)

(241.525)

Depreciation of sales/write offs

6.667

Adjusted depreciation

182.117

Acquisition cost as at 31/12/2021

3.095.000

6.531.419

10.820

99.424

3.028.865

3.222

12.768.750

Less: Accumulated depreciation

(103.887)

(1.200)

(35.231)

(2.998.280)

(3.138.599)

Net book value as at 31/12/2021

3.095.000

6.427.531

9.620

64.193

30.585

3.222

9.630.151

Additions

53.520

1.935.000

28.763

2.017.283

Fair value adjustment

45.000

165.000

72.562

282.561

Depreciation for the period

(215.881)

(1.486)

(88.311)

(20.746)

(326.424)

Adjusted depreciation

234.020

(130.453)

103.567

Acquisition cost as at 31/12/2022

3.140.000

6.696.419

64.340

2.106.985

3.057.628

3.222

15.068.594

Less: Accumulated depreciation

(85.748)

(2.686)

(253.995)

(3.019.026)

(3.361.455)

Net book value as at 31/12/2022

3.140.000

6.610.671

61.654

1.852.991

38.602

3.222

11.707.139

8.2. Right-of-use assets

Right-of-use

THE GROUP

Amounts in EUR

Buildings &

installations

Machinery

Vehicles

Total

Balance as at 1/1/2021

2.530.451

Depreciation

-106.718

Adjustment of acquisition value due to change of lease rental

-249.173

Balance as at 31/12/2021

2.174.560

Right-of-use

THE GROUP

Amounts in EUR

Buildings &

installations

Machinery

Vehicles

Total

Balance as at 1/1/2022

2.174.560

Additions

28.106

29.419

57.525

Depreciation

-106.804

-9.541

-116.346

Balance as at 31/12/2022

2.095.862

19.878

2.115.740

Right-of-use

THE COMPANY

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 123

A mounts in EUR

Buildings &

installations

Machinery

Vehicles

Total

Balance as at 1/1/2022

Additions

29.419

Depreciation

-9.541

Balance as at 31/12/2022

19.878

Liability value

THE GROUP

Amounts in EUR

Buildings &

installations

Machinery

Vehicles

Total

Balance as at 1/1/2021

2.661.726

Lease recognition

Financial expense

168.401

Adjustment of acquisition value due to change of lease rental

-249.173

Lease payments

-178.000

Balance as at 31/12/2021

2.402.955

Long-term financial liabilities

2.399.282

Short-term financial liabilities

3.673

Liability value

THE GROUP

Amounts in EUR

Buildings &

installations

Machinery

Vehicles

Total

Balance as at 1/1/2022

2.402.955

Lease recognition

66.753

Financial expense

167.482

956

168.438

Adjustment of acquisition value due to change of lease rental

Lease payments

-190.610

-9.962

-200.572

Balance as at 31/12/2022

2.379.827

-9.006

2.437.574

Long-term financial liabilities

2.404.516

10.822

2.415.337

Short-term financial liabilities

12.645

9.592

22.237

Liability value

THE COMPANY

Amounts in EUR

Buildings &

installations

Machinery

Vehicles

Total

Balance as at 1/1/2022

Lease recognition

29.419

Financial expense

956

Adjustment of acquisition value due to change of lease rental

Lease payments

-9.962

Balance as at 31/12/2022

20.413

Long-term financial liabilities

10.822

Short-term financial liabilities

9.592

The Group, for the period 01/01/2022 - 31/12/2022, recognized rental expenses from short-term leases amounting to

€ 62 k (2021: € 59 k) while there are no low value fixed asset leases.

The outcome of the arbitration procedure of the subsidiary Samos Marines SA completed in 2021 for the rent of the

Marina it manages was a reduction of the annual rent to € 170 k until 2025.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 124

8.3. Intangible assets

The intangible assets of the Group are related to software programs. The value of the intangibles stands at € 11 k for

the Group and the Company on 12/31/2022 (€ 12 k for the Group and for the Company respectively in the comparative

period).

There are no contractual commitments to acquire intangible assets.

8.4. Investments in subsidiaries

The Company’s investment in subsidiaries are as follows:

Amounts in EUR

SUBSIDIARY

COUNTRY

Type of

shareholder

relationship

31-Dec-22

% Participation

31-Dec-21

Τ.Ο. HOLDINGS INTERNATIONAL LTD

GREECE

DIRECT

100,00%

266.892.695

100,00%

266.892.695

EUROROM CONSTRUCTII '97 SRL

ROMANIA

DIRECT

100,00%

1.819.496

100,00%

1.819.496

TOXOTIS SA

GREECE

DIRECT

83,45%

10.601.722

83,45%

10.601.722

PORTO CARRAS TOURIST DEVELOPMENTS SA

GREECE

DIRECT

30,60%

153.000

30,60%

153.000

TECHNICAL OLYMPIC AIR TRANSPORT SA

GREECE

DIRECT

41,54%

223.292

41,54%

223.292

SAMOS MARINES SA

GREECE

DIRECT

99,96%

8.729.518

99,96%

8.729.518

LUXURY LIFE IKE

GREECE

DIRECT

100,00%

5.000.000

100,00%

1.250.000

Total investment costs

293.419.722

289.669.722

Valuations

(120.245.818)

(151.316.460)

Total current value of investment

173.173.904

138.353.261

As at 31/12/2022, investment in subsidiaries is measured at fair value. This valuation resulted in a change in fair value

of the subsidiaries amounting to € 31.07 million, which affected the holding valuation reserve (§ Note 8.15 C). The table

below presents the acquisition cost, the accumulated valuation and the maturity balance as of 31/12/2022 and

31/12/2021.

31/12/2022

31/12/2021

Valuation price per subsidiary

Acquisition

cost

Accumulated

Valuations

Profit /

(Loss)

Balance

Acquisition

cost

Accumulated

Valuations

Profit /

(Loss)

Balance

Τ.Ο. HOLDING INTERNATIONAL L.T.D.

266.892.695

-101.514.299

165.378.396

266.892.695

-132.649.433

134.243.261

EUROROM CONSTRUCTII '97 SRL

1.819.496

-1.819.496

1.819.496

-1.819.496

TOXOTIS SA

10.601.722

-10.601.722

10.601.722

-10.601.722

PORTO CARRAS TOURIST DEVELOPMENTS SA

153.000

-153.000

153.000

-153.000

LUXURY LIFE IKE

5.000.000

1.250.000

TECHNICAL OLYMPIC AIR TRANSPORT SA

223.292

-223.292

223.292

-223.292

SAMOS MARINES SA

8.729.518

-5.934.010

2.795.508

8.729.518

-5.869.518

2.860.000

Total:

293.419.722

-120.245.818

173.173.904

289.669.722

-151.316.460

138.353.261

TO investment in HOLDINGS INTERNATIONAL L.T.D.is analyzed as follows:

Valuation price per subsidiary

31/12/2022

31/12/2021

Change

Τ.Ο. HOLDINGS INTERNATIONAL LTD

43.810.132

59.846.356

-16.036.224

Τ.Ο. CONSTRUCTIONS SA.

16.852.884

18.357.072

-1.504.188

ROMA HOLDING LLC

65.560.335

25.337.173

40.223.162

Τ.Ο. SHIPPING LTD

34.530.857

30.702.660

3.828.197

PFC PREMIER FINANCE CORPORATION LTD

NOVAMORE LTD

4.624.188

Total

165.378.396

134.243.261

31.135.134

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 125

Acquisition of control in Novamore LTD on 05/01/2022

The aforementioned company holds receivables from a non-performing mortgage loan. The purpose of the said

acquisition is either disposal of the receivables from the non-performing loan to third parties or collection of the

receivables from the creditor or acquisition of the mortgaged properties. IFRS 3 makes reference to the fact that the

acquired assets and the assumed liabilities of the above company do not constitute a "business" as defined in IFRS 3

and therefore do not fall within the scope of this Standard, but the specific transactions were accounted for as acquisition

of assets. The accounting policy for recognizing the transaction is described in Note 6.1 to the Consolidated and

Separate Financial Statements of 31/12/2022. The cost of the acquisition was allocated to the separate identifiable

assets and liabilities based on their relative fair values at the date of the acquisition, while no goodwill arises from this

type of transaction.

The total acquisition consideration is € 12,500,000 - € 2,500,000 of which was paid as an advance in the first half of

2021. On November 2022, the company in question transferred its assets to the Company without any profit or loss

arising from the transaction.

Share Capital Increase in LUXURY LIFE PC

During the period the company increased the share capital of LUXURY LIFE PC by € 3,750,000.

Impairment test

The determination of the fair value of the above investments in subsidiaries directly depends on the fair value of their

non-current assets, as they constitute the most significant part of their Assets and therefore the Management considers

that the book value of the other assets and liabilities reflects their fair value. Therefore, the company estimates that

the Net Asset Value of every subsidiary reflects its fair value.

In accordance with the accounting policies followed and the requirements of IAS 36, the Group carries out a relevant

impairment test on the assets at the end of every annual reporting period if there are relevant indications of impairment.

On 31/12/2022 the Group carried out an impairment test on the value of the Marina. The subsidiary company Samos

Marines S.A. has as its basic infrastructure the marina in Pythagorio of Samos (hereinafter "Marina"), amounting to €

2,870 k (€ 2,976 k on 12/31/2021), whose book value is carries at acquisition cost less accumulated depreciation. The

recoverable amount of Samos Marines S.A. was determined based on the value in use method.

For the purpose of the impairment test, Marina is designated as a Cash Flow Generating Unit (CGU). The value in use

was calculated using the discounted cash flow method, i.e. cash flow projections, based on the Management calculations

and projections until the end of the useful life of the item in question.

The management applies the following key assumptions:

• Projected sales: Projected sales include assumptions and estimates of the Management that have taken into

account historical measurements and available data from comparable competitive holdings. The main sources

of inflows are due to vessel mooring revenues and to a lesser extent to revenues from store leases and other

revenues.

• Compound Annual Growth Rate (CAGR): Budgeted free cash flows are calculated for the following 22 years

(until the date of delivering the Marina to the Greek State ) at 2.6% (3.4% in 2021).

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 126

• Discount Rate 10.44% (10% in 2021)

Based on the results of the impairment test conducted on December 31, 2022, no need to recognize an impairment loss

arose from the comparison of the recoverable amount from the investment costs.

Evaluating the sensitivity of the estimate, in terms of the discount rate used, it is observed that a change - increase or

decrease - in the discount rate by 1% (+/-1%) would lead to a decrease in the estimated value by € 362 k and an

increase of € 739 k respectively, without, however, any impairment loss arising in this case.

Regarding the valuations of owner-occupied, investment property and equity securities, see notes 8.1, 8.6 and 8.7.

8.5. Investments in Associates

As at 31/12/2022, investments in associates are analyzed as follows:

Investments in associates

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Opening balance

2.400

Additions

450.000

Result for the period

(449.200)

Investments in associates closing balance

3.200

2.400

In January 2022, the Getup’s subsidiary by 100%, PFC PREMIER FINANCE CORPORATION LTD domiciled in Cyprus,

acquired 50% of Mount Street Hellas Holdco against € 450,000. The company in question has been assessed by the

Management as a related party. It was included in the consolidated financial statements of the Group using the equity

method. The company’s objective is managing non-performing loans. During the period, the value of the said investment

was reduced to zero due to the losses of Mount Street Hellas Holdco Group of companies.

8.6. Equity Instruments

Investments in equity instruments as at 31/12/2022 are analyzed as follows:

Equity instruments

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Opening Balance

30.455.710

8.805.320

Profit / (Loss) from period valuation

-171.366

23.156.501

Decreases

-1.506.111

Closing Balance

30.284.344

30.455.710

Within the fourth quarter of 2020, the Group through its subsidiary T.O. SHIPPING LTD successively acquired equity

shares of unlisted companies in the shipping segment, where each participation pertains to a company owning and

operating a vessel (Container type). The Group maintains a minority interest of 15% in these companies and has

irrevocably chosen to maintain them at fair value through the Other Total Revenue, as the Group considers that they

are strategically significant investments.

The accounting policy applied in relation to these investments is analytically presented in Note 6.10 (and in particular

6.10.2 & 6.10.3) to the annual separate and consolidated financial statements for the year ended 31/12/2022.

In 2022, the Group received a dividend from these investments amounting to € 4,228 k .

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 127

As at 31/12/2022, investments in equity instruments were measured at fair value. This valuation resulted in a loss in

the value of equity instruments amounting to € 171 k (€ 23.1257 k in 2021) which affected the equity valuation reserve

( Note 8.15 C).

8.7. Investment property

The Group’s and the Company’s investment property amounted to € 16,421 k (2021: € 13,311 k) and € 15,636 k (2021:

€ 12,541 k) respectively and is measured annually at fair value, determined by an assessment of independent

professional appraisers. The increase is due to fair value valuations as well as the period additions of € 2,512 k due to

the acquisition - through auction - of a three-story commercial building and two basement floors of total area of 4,267

m2 on a plot of land of 4,570 m2, located at the 2nd km of Vari – Koropiou Road in Koropi, Eastern Attica. For the

property in question, costs of € 163 k were incurred. From the revaluation of the value of the investment property on

31/12/2022, a profit of € 434 k and € 419 k respectively arose for the Group and the Company (2021: profit € 275 k

for the Group and profit of 245 k for the Company), recorded in the income statement for the current year.

For the valuation of investment property the same methods and estimates were applied as in valuation of the owner-

occupied property (land plots & buildings).

The changes during the current and previous years are analyzed below as follows:

THE GROUP

INVESTMENT

PLOTS

INVESTMENT

BUILDINGS

TOTAL

INVESTMENT

PROPERTY

Opening Balance as at 31/12/2020

6.487.500

6.548.878

13.036.378

Impairment Gains / (Losses) recognized in the income statement

275.000

Opening Balance as at 31/12/2021

6.487.500

6.823.879

13.311.379

Impairment Gains / (Losses) recognized in the income statement

-243.496

678.357

434.860

Additions

1.069.464

1.605.675

2.675.140

Opening Balance as at 31/12/2022

7.313.468

9.107.911

16.421.379

THE COMPANY

INVESTMENT

PLOTS

INVESTMENT

BUILDINGS

TOTAL

INVESTMENT

PROPERTY

Opening Balance as at 31/12/2020

5.747.500

6.548.878

12.296.378

Impairment Gains / (Losses) recognized in the income statement

245.000

Opening Balance as at 31/12/2021

5.747.500

6.793.879

12.541.379

Impairment Gains / (Losses) recognized in the income statement

-258.496

678.357

419.860

Additions

1.069.464

1.605.675

2.675.140

Opening Balance as at 31/12/2022

6.558.468

9.077.911

15.636.379

The amounts recognized in the Group’s and the Company’s profit or loss for the year 2022 pertaining to income from

leases of investment property stood at € 529 k (2021: € 434 k) and € 516 k (2021: € 406 k) respectively.

There are no restrictions on liquidation of investment, except the following properties, which were sold and leased-

back:

- Real Estate in Pylea Thessaloniki

- 1

and 4

floor of a Real Estate in Glyfada Attiki

As at 31/12/2022, properties under a finance lease carried at fair value amounted to € 9,350 k (2021: € 9,000 k).

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 128

There are no contractual obligations for acquisition, construction or use of investment property or its potential repairs

and maintenance.

As at 31 December 2022 and 31 December 2021 the Group and the Company had no commitments for capital

expenditures.

8.8. Other long-term receivables

The Group’s Long-Term Legal Claims amounting to € 10,769 k mainly concern receivables from construction contracts,

mainly contracted by the Greek State, for which there are either disputes with the Greek State, or late payments , as a

result of which the Group Management has taken legal action, in defense of its rights, in parallel with the ongoing

efforts to resolve various issues at Administrative level.

It is to be noted that litigation against the Greek State are always interest bearing, however, the amounts recorded in

the Group's Financial Statements relate to the amounts of capital claimed. Recording as long-term receivables is due to

the long delay in the settlement of the cases.

The long-term receivables of the Parent, standing at € 3,697, relate to receivables from a subsidiary of the Group.

Within the period, long-term receivables of € 5,129 k were recognized, related to recognition of income based on the

new charter contract of the vessel managed by ROMA HOLDING LLC from $ 24,000/day to $ 58,000/day. The new

payment will be applied from 1/12/2023.

Other long-term receivables

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Long-term receivables from subsidiaries

3.686.576

3.701.847

Long-term legal claims

19.303.102

25.281.960

Guarantees provided

203.738

174.938

10.952

Other long-term receivables

5.129.109

Provisions for long-term legal claims

(13.867.287)

(19.041.789)

Total

10.768.662

6.415.108

3.697.528

3.712.799

8.9. Inventory

The Group holds inventory amounting to € 173 k (€ 168 k in the comparative period) which are held by the subsidiary

ROMA HOLDING LLC. The Group has no pledged inventories.

8.10. Trade and other receivables

The analysis of trade and other receivables for the Group and the Company is presented as follows:

Trade and other receivables

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Trade receivables

12.029.445

11.992.665

8.907.432

8.907.317

Cheques receivable (postdated)

76.490

73.990

74.122

71.622

Construction segment receivables from the Greek State

129.552

120.991

119.342

Receivables from associates

240.128

203.747

Total receivables

12.235.487

12.187.646

9.341.023

9.302.027

Less: Provisions for impairment of trade receivables

(10.798.908)

(10.526.155)

(8.645.689)

(8.656.292)

Total

1.436.579

1.661.490

695.335

645.735

The Group Management regularly reassesses the adequacy of the provision for doubtful receivables in relation to its

credit policy and taking into account data of the Group's legal advisors, which arise from processing historical data and

recent developments in the cases they managed.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 129

The following table presents the chronological analysis of trade and other receivables for the Group and the Company

as at 31/12/2022.

Chronological analysis of trade receivables

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Under 3 months

217.741

431.168

24.945

35.653

Between 3 and 6 months

42.806

60.790

10.993

40.789

Between 6 months and 1 year

60.055

256.395

56.422

85.409

Over 1 year

11.914.885

11.439.294

9.248.664

9.140.176

Less provisions

(10.798.908)

(10.526.155)

(8.645.689)

(8.656.292)

Total

1.436.579

1.661.490

695.335

645.735

There are trade and other receivables in excess of one year, for which no allowance has been made as they are

considered recoverable or have been collected within the next period. The amounts mainly concern receivables from

Public Services as well as from construction projects undertaken by the subsidiary company Porto CARRAS Tourist

Developments amounting to € 430 k, agreed to be collected within the next period.

8.11. Other receivables

The Group’s and the Company’s other receivables are analyzed as follows:

Other Receivables

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Accrued Income

4.415

2.995

2.480

Other advance payments

727.982

752.072

8.670

51.670

Blocked bank deposits

887.435

1.021.896

20.000

176.000

Prepaid expenses

59.204

76.741

34.984

62.226

Miscellaneous debtors

1.381.520

1.856.319

1.218.687

1.237.342

Disputed claims against the Greek State

817.234

3.437.376

Receivables from Escrow Account

22.395.677

22.622.195

5.015.752

Advance employee payments

22.501

22.671

22.371

22.541

Retained customer guarantees

63.115

Receivables from the Greek State

1.905.996

1.578.566

86.018

85.785

Receivables from VAT

898.268

824.231

123.208

82.193

Receivables from loans to associates

340.910

Advances for acquisition of participating interest

2.500.000

Receivables from associates

252.516

192.234

Total other receivables

29.504.257

34.758.176

6.784.685

6.928.222

Less: Provisions for impairment of other receivables

(3.908.343)

(3.019.312)

(1.101.246)

(1.150.367)

Total net other receivables

25.595.914

31.738.864

5.683.439

5.777.856

Other receivables include as follows:

- Receivables from Escrow Account (guarantee account) amounting to € 22.4 million and € 5.0 million (for the

Group and the Company respectively), monitoring a receivable from BELTERRA INVESTMENTS Ltd, expected

to be collected upon finalization of the disposal consideration of the subsidiaries, operating in Porto Carras

complex until 15/04/2020. Payments in favor of the buyer for liabilities of the sold subsidiaries on 15/4/2020

have been deducted from the balance of the account on 31/12/2022. An amount of 149 k has been collected

from the subsidiary T.O. HOLDINGS INTERNATIONAL LTD (6.913 k in the comparative period)

- Receivables from the Greek State on 12/31/2022 include receivables amounting to 0.8 million. Within the

period, receivables of € 3.3 million have been collected related to disputed receivables from construction

projects on 31/12/2022 and were presented in the item in question.

(a) From the court case regarding the subcontracting by AKTOR for Egnatia Odos, the Group had

recognized receivables of € 2.2 million, but based on the court decision and the agreement reached

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 130

with AKTOR the amount of the compensation stood at € 3.5 million, € 1 million of which pertains to

interest. An amount of € 0.3 million which arose as a difference between the requested and paid capital

was recognized in Other income for the period and an amount of € 1 million was recognized in Financial

Income.

(b) From the court case regarding Roditsa project, an amount of € 1.2 million was invoiced and collected

against € 1.3 million which the Group has recognized. Regarding the balance of € 0.1 million, a new

request is expected to be made, estimated to be accepted based on the existing decision.

issued, receivables of € 653 k are expected to be collected (€ 817 initially recognized receivables for

which a provision of € 165 k has been made)

- Restricted deposits amounting to € 887 k and € 20 k (for the Group and the Company respectively) concerning

letters of guarantee and amounts for loan payments (for the loan of the subsidiary ROMA HOLDINGS LLC)

- Within the year, the Group provided a loan of € 341 k to the associate Mount Street Hellas Holdco.

- During the period, provisions that were included in Other short-term liabilities regarding the VAT receivables

were transferred to the Other Receivables the Romanian branches amounting to € 558 k.

The following table presents the chronological analysis of Other Receivables for the Group and the Company as at

31/12/2022.

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Under 3 months

434.776

102.408

198.615

177.649

Between 3 and 6 months

361.977

2.983.420

5.970

87.255

Between 6 months and 1 year

29.486

839.369

68.256

197.059

Over 1 year

28.678.018

30.832.980

6.511.844

6.466.259

Less provisions

(3.908.343)

-3.019.312

-1.101.246

-1.150.367

Total

25.595.914

31.738.864

5.683.439

5.777.856

The Group and the Company have significant short-term receivables, not overdue and not impaired concerning the

following:

- Receivables from Escrow Account amounting to € 22.4 million for the Group (€ 5 million for the Company),

expected to be collected following the finalization of the disposal consideration of the subsidiaries sold in 2020.

- Restricted deposits amounting to € 887 k and € 20 k (for the Group and the Company respectively)

- Receivable form litigations amounting to € 817 k

- VAT receivables arising from the branches in Romania of 558 k.

8.12. Financial assets at fair value through other comprehensive income

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Receivables from NPLs

4.770.000

Total net other receivables

4.770.000

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 131

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Opening balance

Additions

12.500.000

4.770.000

Loss for the period through other comprehensive income

(7.730.000)

Total financial assets at fair value through other

comprehensive income

4.770.000

The 100% subsidiary company Novamore LTD, acquired in 2022 against € 12,500,000 by the 100% subsidiary company

T.O. HOLDINGS INTERNATIONAL LTD (see note 8.4) owns non-performing loans which on 06/30/2022 were valued at

€ 4,770,000. The loss amounting to €7,730,000 has been recorded in the item "Reserves from valuation of financial

assets and debt instruments at fair value through other comprehensive income".

On 01/11/2022 the Company acquired the said non-performing loans at € 4,770 k without any profit arising from the

said intra-group transaction. The Management has assessed that the measurement of the financial assets in question

will be performed through other comprehensive income with their transfer to the profit and loss for the period upon

derecognition.

8.13. Financial assets at fair value through profit or loss

In 2022, the Group, through its Parent Company and its subsidiary T.O. HOLDING INTERNATIONAL LTD, acquired and

disposed of non-negotiable bonds and other financial products.

The valuation of the Group's financial data stood at loss of € 1,722 k (profit of € 426 k in 2021), included in the item

"Profits (losses) from valuation of financial assets through profit or loss" of the Group's Statement of Comprehensive

Income.

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Opening balance

12.688.068

4.970.170

27.542

Acquisitions

3.021.626

15.298.730

26.370

Disposals

-4.846.081

-8.007.441

Fair value adjustments

-1.722.102

426.609

-8.336

1.172

Closing Balance

9.141.511

12.688.068

19.206

27.542

The analysis per type of financial instrument held by the Group and the Company on 31/12/2022 and 31/12/2021 is as

follows:

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

3.330.100

4.519.896

19.206

27.542

Bonds

5.537.704

6.311.552

Warrants

273.707

1.856.620

Total

9.141.511

12.688.068

19.206

27.542

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 132

8.14. Cash and cash equivalents

Cash represents the Company's cash in hand and bank deposits available on first demand. The cash and cash equivalents

of the Group and the Company are as follows:

Cash and cash equivalents

THE GROUP

THE COMPANY

Amounts in EUR

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Cash in hand

21.188

27.819

2.623

1.733

Bank deposits available

25.348.498

35.903.112

526.767

6.729.395

Cash equivalents - repos

2.710.280

2.000.000

Total

28.079.967

37.930.931

529.390

8.731.129

8.15. Equity

Α) Share Capital – Share premium

The Company’s share capital amounts to € 203,466,750 and is divided into 40,693,350 common nominal shares, of

nominal value € 5.00 each. With respect to the Company’s share capital, there are no specific limitations other than

those stipulated by current legislation. The Company's shares are listed on the Athens Stock Exchange, are traded in

the “Main Market” and belong to the sector/sub-sector Personal & Household Goods / House Construction, while it

participates in the DGs, FTSEM, Composite Total Return Index (SAGD), FTSEA, Personal & Household Goods Index

(DPO).

On 31/12/2022 the Parent Company holds 646,132 Treasury shares of an acquisition cost of € 1,093,976.06. On

31/12/2021 the Parent Company or its subsidiaries held 45,085 shares of the Company of acquisition cost 69,086.10.

On 31/12/2022, the share premium at the group level stood at € 261,240,454 (2021: € 261,240,454) arising from the

issuance of shares against cash at a value higher than their nominal value.

Β) Real Estate and Machinery Valuation Reserves at fair value

The Group’s real estate valuation reserves at fair value after deferred tax stood at €59,203 and €25,908 as of 31/12/2022

and 31/12/2021 and for the Company €5,413 and €5.146 respectively. The change in reserve, before deferred tax for

the current year is analyzed in the consolidated and separate table of change of fixed assets (Note 8.1). The real estate

and machinery valuation reserves include the amount of €42,889 which concerns revaluation of the fair value of the

vessel owned by ROMA HOLDINGS LLC.

C) Financial assets reserve at fair value through other comprehensive income

The value of Reserves from valuation of the Company's financial assets and assets at fair value through other

comprehensive income on 31/12/2021 amounts to € 103,830 (debit) which is increased compared to the comparative

period by € 31,070. Changes of the year are analytically presented in paragraph 8.5

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 133

The value of Reserves from valuation of the Group's financial assets and assets at fair value through other

comprehensive income on 31/12/2021 amounts to € 17.471 which is decreased compared to the comparative period

by € 7,900

Changes of the year are analytically presented in paragraphs 8.6. & 8.12.

D) Other reserves

The Group’s and the Company’s other reserves as at 31/12/2022 and the comparative period are analyzed as follows:

Other reserves

THE GROUP

Amounts in € '

Statutory

Reserves

Extraordinary

reserves

Special & tax

exempted

reserves

Equity

instruments

reserves

Effects of

mergers of

subsidiaries and

out-of-group

companies

Total

Balance as at 31/12/2021

23.171.826

1.197.920

-11.835.294

0,00

12.534.452

Balance as at 31/12/2022

23.171.826

1.197.920

-11.835.294

0,00

12.534.452

Other reserves

THE COMPANY

Amounts in € '

Statutory

Reserves

Extraordinary

reserves

Special & tax

exempted

reserves

Equity

instruments

reserves

Effects of

mergers of

subsidiaries and

out-of-group

companies

Total

Balance as at 31/12/2021

7.834.025

1.177.186

2.371.603

0,00

11.382.814

Balance as at 31/12/2022

7.834.025

1.177.186

2.371.603

0,00

11.382.814

Ε) Dividends

The Regular General Meeting, held on 15/07/2022, decided not to distribute dividends due to the existence of

accumulated losses. For the same reason, the Board of Directors will propose to the General Meeting not to distribute

dividends for the FY 2022.

F) Foreign exchange differences

During the year, foreign exchange differences arose from the conversion of the financial statements of the subsidiary

ROMA HOLLDINGS LLC amounting to € 900 k. In addition, there has been a decrease in the said reserve due to the

closure of the branch in Romania. On 31/12/2022, the balance of the aforementioned account stood at € 1,177 k.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 134

8.16. Deferred tax obligation

Amounts in €

THE GROUP

1/1/2021

Income

Statement

Other

Comprehensive

Income

31/12/2021

1/1/2022

Income

Statement

Other

Comprehensive

Income

31/12/2022

Tangible assets

-1.380.395

584.385

-796.010

-56.727

-852.737

Intangible assets

14.465

-4.741

9.723

-929

8.795

Employee benefit obligations

44.364

-22.863

21.500

-2.146

19.354

Liabilities

634.341

-53.295

581.046

-55.626

525.420

Deferred Tax Asset (Obligation)

-687.226

503.485

-183.740

-183.741

-115.428

-299.169

Tangible assets

-2.153.777

-261.080

-466.008

-2.880.866

-297.542

163.156

-3.015.251

Grants

-185.723

22.519

-163.204

9.466

-153.738

Construction

-533.909

48.533

-485.375

-4.041

-489.416

Deferred Tax Asset (Obligation)

-2.873.409

-190.028

-466.009

-3.529.446

-292.117

163.156

-3.658.406

Deferred Tax Asset (Obligation)

-3.560.635

313.458

-466.009

-3.713.186

-407.545

163.156

-3.957.575

Amounts in €

THE COMPANY

1/1/2021

Income

Statement

Other

Comprehensive

Income

31/12/2021

1/1/2022

Income

Statement

Other

Comprehensive

Income

31/12/2022

Employee benefit obligations

24.484

-3.767

20.717

-2.207

18.511

Deferred Tax Asset / (Obligation)

24.484

-3.767

20.717

-2.207

18.511

Tangible assets

-2.153.777

-261.080

133.149

-2.281.708

-297.542

-75.329

-2.654.580

Deferred Tax Asset / (Obligation)

-2.153.777

-261.080

133.149

-2.281.708

-297.541

-75.329

-2.654.579

Deferred Tax Asset / (Obligation)

-2.129.294

-264.847

133.149

-2.260.991

-299.748

-75.329

-2.636.068

Deferred tax has been calculated for the Group and the Company at 22%, a percentage of tax rate effective in 2022. The impact of the change in the tax rate within 2021

(from 24% in 2020) amounts to € 297 k for the Group and € 177 k for the Company.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 135

8.17. Employee end-of-service obligations

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Opening Balance Sheet obligations

44.517

130.238

40.962

111.922

Increase / (Decrease) due to change in accounting policy

-68.275

-52.696

Pension benefits

-6.162

-16.621

-7.553

-16.637

Amount recorded directly in Equity

-1.433

-824

-767

-1.627

Total

36.922

44.517

32.642

40.962

Charges in the Income Statement

Pension benefits (allowances and payments)

-6.162

-16.621

-7.553

-16.637

Total

-6.162

-16.621

-7.553

-16.637

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Present value of non-financed liabilities

44.517

130.238

40.962

111.922

Increase / (Decrease) due to change in accounting policy

-68.275

-52.696

Unrecorded accounting gains / (losses)

-1.433

-824

-767

-1.627

Employee Transportation Costs

-6.162

-16.621

-7.553

-16.637

Total

36.922

44.517

32.642

40.962

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Current employment costs

8.096

5.005

6.728

5.005

Financial cost

267

372

246

355

Benefits paid by the employer

-16.240

-29.522

-16.240

-29.522

Costs of cuts / arrangements / termination

1.713

7.525

1.713

7.525

Total

-6.164

-16.621

-7.553

-16.637

THE GROUP

THE COMPANY

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Discount rate

2,80%

0,60%

2,80%

0,60%

Wage increases

2,50%

2,00%

2,50%

2,00%

Inflation

2,80%

1,80%

2,80%

1,80%

8.18. Grants

Grants

THE GROUP

Amounts in €

Marina

Construction

Grant

Other Grants

Hotel

Renovation

SPA

Construction

Total

Book value as at 31/12/2020

917.120

Transfer of income to the income statement

-31.619

Book value as at 31/12/2021

885.501

Transfer of income to the income statement

-31.619

Book value as at 31/12/2022

853.882

8.19. Financial liabilities

The Group’s and the Company’s loan liabilities (long-term and short-term) are analyzed as follows:

Long-Term Loan Liabilities

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Bank borrowing

7.861.103

8.964.715

Finance and Operating lease liabilities

5.143.859

5.610.431

2.739.344

3.222.159

Intragroup Bond Loans

8.000.000

Total

13.004.962

14.575.146

10.739.344

3.222.159

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 136

Short-term Loan liabilities

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Bank borrowing

3.093.007

4.235.320

1.630

1.571

Finance and Operating lease liabilities

532.723

870.259

520.078

855.577

Total

3.625.730

5.105.577

521.707

857.148

During the year - more specifically on 30/3/2022, regarding the 85% subsidiary company ROMA HOLDING LLC that had

received a loan from the bank Macquarie Trade & Asset Finance International Limited of $ 19,500,000 for the acquisition

of the vessel it owns, an amendment to the loan agreement was signed between Macquarie and Roma Holding LLC to

convert the floating interest rate from Libor +margin to a fixed interest rate (2.406%) plus margin while, under the

conditions, reducing the margin from 4.25% to 3.75%. Following this amendment, the quarterly capital installments

were reduced, which were front-loaded with an equal increase in the last installment (balloon payment from $2.9 million

to $6.3 million) and the loan will be repaid in 21 installments until 2026.

During the year (17/10/2022) the Company issued a bond loan for a total amount of up to € 10 million, covered by

undertaking bonds by the subsidiary company T.O. Holding International Ltd. From this amount, an amount of € 8

million has been collected.

Collateral has been provided for the loan, i.e. the vessel owned by the subsidiary company. On 31/12/2022, the

subsidiary company - based on its loan agreement – should maintain a financial ratio of "Vessel Value" to "Debt" - ACR

of less than 55%. The subsidiary company fulfills this commitment.

The Group’s and the Company’s loan liabilities are expected to be repaid as follows:

Amounts in €

THE GROUP

Borrowings on 31/12/2022

Within 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

3.091.378

7.861.103

10.952.481

Total short-term loans

1.630

Finance lease liabilities

532.722

2.688.178

2.455.681

5.676.581

Total

3.625.729

10.549.281

2.455.681

16.630.692

Amounts in €

THE GROUP

Borrowings on 31/12/2021

Within 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

4.233.749

8.964.715

13.200.035

Total short-term loans

1.571

Finance lease liabilities

870.258

1.875.256

3.735.175

6.480.690

Total

5.105.578

10.839.971

3.735.175

19.680.725

Amounts in €

THE COMPANY

Borrowings on 31/12/2022

Within 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

8.000.000

Total short-term loans

1.630

Finance lease liabilities

520.078

2.467.925

271.418

3.259.421

Total

521.708

2.467.925

8.271.418

11.261.051

Amounts in €

THE COMPANY

Borrowings on 31/12/2021

Within 1 year

1 to 5 years

Over 5 years

Total

Total long-term loans

Total short-term loans

1.571

Finance lease liabilities

855.577

1.796.928

1.425.231

4.077.736

Total

857.148

1.796.928

1.425.231

4.079.307

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 137

8.20. Other long-term liabilities

As at 31/12/2022, the Group’s other long-term liabilities amounting to € 2,492 k (2021: 2,493 k) relate mainly to long-

term component of arrangements amounting to € 417 k (2021: € 482 k) and liabilities to third parties amounting to €

2,011 k (2021: € 2,011 k). At Company level the corresponding item amounts to € 290 k (2021: 272 k) and mainly

concerns a long-term component of arrangements.

8.21. Suppliers and other payables

Suppliers & other payables

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Suppliers

2.571.994

2.934.706

472.250

386.091

Suppliers in Romania

218.727

97.370

Total

2.790.721

3.032.076

472.250

386.091

8.22. Current tax obligations

Regarding the Group, the current tax obligations amount to € 110 k. This item includes a provision of € 106 k for the

income tax of the subsidiary company T.O. CONSTRUCTIONS SA for 2022 .

8.23. Liabilities from contracts with customers

Liabilities from contracts with customers amount to € 466 k for the Group (€ 283 k in 2021). The increase is due to the

fact that the demand for parking services at the marina managed by the subsidiary company Samos Marines SA has

increased.

8.24. Other short-term liabilities

The Group’s and the Company’s other short-term liabilities are analyzed as follows:

Other short-term liabilities

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Wages and salaries payable

14.649

13.367

247

Insurance funds

138.236

94.362

93.656

73.144

Other taxes (less income tax)

297.852

318.757

197.830

180.293

Accrued expenses

276.556

6.454

99.646

6.435

Liabilities to associates

0,00

8.524.360

7.922.643

Fees / other BoD members payables

195.788

168.957

138.750

138.045

Retained earnings

27.257

8.258

Provisions for tax non-inspected years and contingencies

7.821.025

7.752.135

676.799

Other current liabilities

2.549.788

3.128.394

180.531

178.829

Total Liabilities

11.321.150

11.490.684

9.911.818

9.176.435

8.25. Operating expenses

The cost of sales and administrative and distribution expenses of the Group and the Company for the years 2022 and

2021 are analyzed in the following tables:

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 138

O perating expenses

THE GROUP -01/01 - 31/12/2022

Amounts in €

Cost of Sales

Administrative

Expenses

Total

Inventory cost recognized as an expense

271.376

Employees fees and expenses

1.344.456

703.624

2.048.079

Third-parties fees and expenses

679.524

1.929.051

2.608.575

Utilities

159.624

118.924

278.548

Operating lease rentals

29.961

32.176

62.137

Insurance expenses

342.353

85.934

428.287

Repair and maintenance expenses

641.318

158.700

800.018

Taxes and duties

261.944

141.436

403.381

Miscellaneous Expenses

903.754

239.458

1.143.212

Promotion costs

14.389

13.261

27.649

Depreciation

5.670.535

232.918

5.903.452

Total

10.319.234

3.655.482

13.974.716

Operating expenses

THE GROUP -01/01 - 31/12/2021

Amounts in €

Cost of Sales

Administrative

Expenses

Total

Inventory cost recognized as an expense

403.255

Employees fees and expenses

973.592

559.729

1.533.321

Third-parties fees and expenses

1.679.417

1.858.304

3.537.721

Utilities

45.568

121.479

167.047

Operating lease rentals

13.582

45.889

59.471

Insurance expenses

232.422

38.432

270.854

Repair and maintenance expenses

282.496

73.991

356.487

Taxes and duties

97.725

192.473

290.198

Miscellaneous Expenses

649.174

167.121

816.294

Promotion costs

3.779

7.547

11.327

Depreciation

2.078.926

899.355

2.978.281

Total

6.459.936

3.964.320

10.424.256

Operating expenses

THE COMPANY -01/01 - 31/12/2022

Amounts in €

Cost of Sales

Administrative

Expenses

Total

Employees fees and expenses

215.452

502.260

717.712

Third-parties fees and expenses

177.952

666.408

844.360

Utilities

50.501

119.281

169.782

Operating lease rentals

15.355

Insurance expenses

79.982

Repair and maintenance expenses

9.412

85.417

94.829

Taxes and duties

96.908

65.669

162.578

Miscellaneous Expenses

109.969

73.567

183.536

Promotion costs

14.389

9.592

23.981

Depreciation

116.096

221.183

337.279

Total

790.680

1.838.715

2.629.395

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 139

Operating expenses

THE COMPANY -01/01 - 31/12/2021

Amounts in €

Cost of Sales

Administrative

Expenses

Total

Employees fees and expenses

154.961

458.591

613.551

Third-parties fees and expenses

280.773

487.483

768.257

Utilities

43.461

66.952

110.414

Operating lease rentals

12.382

23.736

36.117

Insurance expenses

41.265

33.277

74.542

Repair and maintenance expenses

32.799

36.471

69.270

Taxes and duties

64.337

91.170

155.506

Miscellaneous Expenses

69.582

98.995

168.577

Promotion costs

3.779

4.455

8.234

Depreciation

124.367

118.232

242.599

Total

827.706

1.419.362

2.247.068

The increase in expenses at the Group level is mainly due to the increase in payroll by € 515 k and by € 2,925 k to an

increase in depreciation due to the increase in the value of the vessel from the revaluation carried out as at 30/06/2022.

For the year ended December 31, 2022, Administrative Expenses analyzed in the item "Third parties fees and expenses"

include approved non-audit services of the statutory auditor and the auditing firm amounting to € 14,000 (€ 20,900 in

2021).

8.26. Other income – expenses

Other Income

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Revenues from grants / subsidies

31.619

Profits from sale / revaluation of tangible assets

14.607

2.667

Operating lease rentals

529.458

433.580

516.209

406.776

Revenue from rendering services

595

Other income

1.011.180

3.125.987

83.669

115.253

Revenue from leasing the helicopter

130.000

Revenue from used provisions

44.875

318.969

35.753

303.970

Total other income

1.747.727

3.924.761

766.226

828.666

Other income includes income of the company ROMA HOLDINGS LLC of €140 k, income of €270 k arising from collecting

receivables from the subcontract with AKTOR for Egnatia Odos exceeding the amount that the Group had initially

recognized as receivables. An amount of €176 k has also been recognized due to derecognition of receivables/liabilities

of Joint Ventures in which the subsidiary company T.O. Constructions SA participates. Finally, income of is €229 k arises

from the write-off of a liability to the supplier of the branches in Romania, as the contractual obligation to pay is no

longer effective.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 140

Other Expenses

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Other taxes, duties, fines and surcharges

1.020

29.688

410

8.022

Other operating expenses

246.400

1.142.494

54.991

193.728

Provisions - write-offs and other expenses

624.523

282.359

344.915

221.904

Loss from sale, write-off and revaluation of property, plant and

equipment

63.503

414.134

500

Other extraordinary losses

227.690

Provisions for doubtful customers

84.001

10.731

68.930

10.731

Total from continuing operations

1.019.447

2.107.096

469.245

434.886

The item Provisions - write-offs and other expenses includes an amount of €260 k arising from the Company's

settlement regarding a work accident, while an amount of € 258 k concerns write-off of receivables from long-term

receivables for which a court decision was issued.

8.27. Financial income – expenses

Financial income

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Interest on loans granted to related parties

26.868

Bank interest income

149.109

35.962

1.596

5.085

Income from collecting court receivables

1.000.745

Interest on loans granted to associates

68.887

Total financial income

1.218.740

35.962

1.596

31.953

The item Financial income includes an amount of 1 million which refers to compensation interest from the legal dispute

held by the subsidiary company T.O. Constructions with AKTOR for subcontracting the Egnatia Odos project.

Financial expenses

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Interest on finance leases

305.039

310.932

139.339

142.903

Loan interest

765.143

667.950

55.774

12.140

Loss due to amending the loan terms

542.466

Financial cost for employee benefits

267

372

246

355

Other bank expenses

167.603

308.766

46.674

90.735

Guarantee letter commissions

59.780

127.469

18.295

44.330

Total financial expenses

1.840.298

1.415.489

260.328

290.463

In the item Financial expenses, the item “Loss due to loan terms readjustments includes the loss arising from

recalculation of the present value of the loan issued by the subsidiary company ROMA HOLDINGS LLC due to the

readjustment of the floating interest rate to a fixed rate.

8.28. Income from dividends

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Dividends from investment sin vessels

4.228.168

261.986

Total

4.228.168

261.986

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 141

8.29. Income tax

Income tax is analyzed as follows:

Income tax

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Current tax

(106.166)

Deferred tax

(407.545)

(843.087)

(299.748)

(264.847)

Prior periods tax inspection differences

(636.825)

Total

(1.150.536)

(843.087)

(299.748)

(264.847)

Deferred tax assets and liabilities are offset when the company has an enforceable legal right to set off current tax

assets against current tax liabilities and when the deferred income tax involve the same tax authority.

Deferred income tax is calculated on temporary differences using the tax rates that are expected to apply in the

countries in which the Group companies operate. It is estimated that the amounts that appear in the Statement of

Financial Position will be recovered or will be enter an arrangement after the current period.

The effective final tax rate differs from the nominal rate. Several factors influence the effective tax rate, the most

important being the non-tax deduction of certain expenses, the differences in depreciation rates that arise between the

useful life of the fixed asset and the rates laid down in Law 4172/2013 but also the different recognition value of the

fixed assets and the companies’ ability to form untaxed deductions and tax exempted reserves.

Pursuant to relevant tax provisions: a) Article 84 (1), Law 2238/1994 (unaudited income tax cases), b) Article 57 (1),

Law 2859/2000 (unaudited VAT cases and c) Article 9 (5), Law 2523/1997 (imposition of fines for income tax cases),

the right of the State to impose the tax for fiscal years until 20163 has expired until 31/12/2022, without prejudice to

special or exceptional provisions that may provide for a longer period paragraph and under the conditions laid down

therein.

Furthermore, according to the established case-law of the Council of State and the Administrative Courts, in the absence

of a statute of limitations in the Code of Stamp Duties Law, the relevant claim of the State for the imposition of stamp

duties is subject to the twenty-year limitation period according to article 249 of the Civil Code.

8.30. Results from discontinued operations

Until the date of approval of the consolidated financial statements, the disposal price of the former subsidiaries

operating in the Porto Carras complex has not been finalized. Regarding the calculation of the final Price Adjustment of

the transaction of the shares of the subsidiaries in question and in accordance with the provisions of the relevant terms

of the respective Share Purchase Agreements (SPA), on 5/4/2021 the Independent Advisor (IA), the company

DELOITTE, delivered to the sellers (TECHNICAL OLYMPIC Group) and the buyer (BELTERRA group) the Completion

Statements 5/4/2021.

According to the conclusion of the initial IA dated 5/4/2021, an amount of € 70,785.81 k from the total price of €

168,887.34 k should be deducted for financial and other obligations. Thus, the final price of the sale for the selling

companies according to this conclusion stands at €98,101.53 k.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 142

From the amounts that must be deducted from the price, namely € 70,785.81 according to the conclusion of the initial

IA, an amount of € 47,823.11 which concern financial obligations has already been withheld. An amount of € 18,161.79

relating to other obligations has also been released from the escrow account in favor of the buyer. Therefore, based on

the conclusion of the initial IA, the buyer is expected to collect, from the escrow account, € 4,800.91 k.

From the total price of € 98,101.53 k - according to the conclusion of the initial IA - the selling companies have already

collected cash of € 56,970.99 k at the sale. Moreover, an amount of € 23,129.06 has been released from the escrow

account in favor of the selling companies. Therefore, based on the conclusion of the initial IA, the sellers are expected

to collect, from the escrow account, € 18,001.48 k.

In the escrow account on 03/29/2023, the total amount of € 22,549.1 k remains reserved to cover the receivables of

the selling companies as well as the buying company.

Given the incompleteness of the process of determining the final adjustments to the initially agreed upon consideration,

reference to the final consideration was not and still is not possible to be made at this stage.

Under the contract of sale of the "PORTO CARRAS" complex and in accordance with its specific provisions, the sellers

are responsible for a period of 5 years from the preparation of the contract for claims related to (i) tax issues, (ii)

ownership of the shares which were the subject of the transaction, (iii) ownership of the real estate that was the subject

of the transaction and (iv) the construction sector. As for the other claims, the sellers are responsible for a period of 2

years and six months from the preparation of the contract, while for the claims of time-shareholders there is no time

limit of liability.

The Company has provided a guarantee in favor of this 100% subsidiary "TO International Holding Limited" to secure

any claims of the buyer from the contract of sale of the shares of "PORTO CARRAS SA."

The results by line item of the Consolidated Statement of Comprehensive Income are presented below. Within the

period there were no additional profits/(losses) for the Group.

Amounts in €

THE GROUP

Discontinued Operations of the Group

01/01 - 31/12/2022

01/01 - 31/12/2021

Profits/ (losses) from investments

-1.115.988

Earnings before tax

-1.115.988

Earnings after tax

-1.115.988

8.31. Earnings per share

Profit – losses per share were calculated based on the weighted average number of shares outstanding over the

Company's total shares and are as follows:

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 143

Earnings after tax from continuing operations

1.299.962

(3.170.593)

(2.273.673)

(2.187.856)

Earnings after tax from discontinued operations

(1.115.988)

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Basic profits/(losses) per share (€/share) from continuing operations

0,0190

(0,0805)

(0,0565)

(0,0538)

Basic profits/(losses) per share (€/share) from discontinued operations

(0,0274)

8.32. Number & salaries of employees

The number of headcount as at 31/12/2022 and 31/12/2021 in the Group and the Company is analyzed below::

Number of Headcount

THE GROUP

THE COMPANY

Amounts in €

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Number of Headcount

The weighted average of the Group’s personnel for 2022 and 2021 amounted to 60 and 59 persons, respectively.

The payroll costs for the Group and the Company are analyzed in the table below.

Payroll costs

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Salaries, wages and allowances

1.801.081

1.342.417

544.881

469.588

Social security expenses

230.969

177.900

158.170

131.134

Retirement benefits (provisions)

9.810

12.530

8.442

12.530

Other employee benefits

6.220

474

6.220

300

Total

2.048.079

1.533.321

717.712

613.551

The increase at the Group level is due to the fact that the subsidiary ROMA HOLDINGS LLC is consolidated within the

entire 2022, though in 2021 it was consolidated from March onwards.

8.33. Cash flows adjustments

THE GROUP

THE COMPANY

Amounts in €

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Profit Adjustments for:

Depreciation of tangible assets

5.785.793

2.870.489

326.424

241.524

Depreciation of right-of-use assets

116.346

106.718

9.541

Amortization of intangible assets

1.314

1.075

1.314

1.075

Recognized revenue due to future readjustment of charters

rentals

8.8

(5.195.354)

Revenue from reversal of provisions

(9.122)

(14.998)

Provisions-Impairments

619.101

(430.009)

(44.454)

(403.006)

Results from associates and joint venture

449.200

(Profit) / loss from exchange differences

82.882

(234.786)

381

(Profit)/losses from disposal of tangible fixed assets

63.341

393.217

(2.167)

Profit)/losses from disposal of subsidiaries measures at fair

value

1.115.988

421.380

Change in employee benefit obligation

10.077

12.901

8.687

12.885

Amortization of fixed asset grants

(31.619)

(Profit)/ loss from valuation of investment property

(492.719)

(275.000)

(477.719)

(245.000)

(Profit)/ loss from valuation of self-used fixed assets

57.891

Income from dividends

8.28

(4.111.730)

(261.986)

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 144

(Profits) / loss from disposal of financial assets at fair value

through profit or loss

1.713.766

(426.609)

(1.172)

Interest Income

8.27

(1.218.740)

(35.961)

(1.596)

(31.953)

Interest expenses

8.27

1.816.031

1.415.534

260.328

290.463

Total

(343.544)

4.204.954

140.797

284.032

8.34. Liens

The Company's real estate is burdened with liens totaling € 5,500 k relating to letters of guarantee. The vessel, owned

by the subsidiary Roma Holding LLC, is also burdened with liens.

8.35. Related parties transactions and balances

Intracompany sales and acquisitions for the period 01/01/2021-31/12/2022 and the corresponding comparative period

01/01/2020-31/12/2021 are analyzed as follows:

Amounts in €

THE GROUP

THE COMPANY

Income from sale of goods & provision of services

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

Subsidiaries

273.080

372.413

Other related parties

1.600

Total

1.600

274.680

374.013

Amounts in €

THE GROUP

THE COMPANY

Acquisitions and fees for receiving services

01/01 -

31/12/2022

01/01 -

31/12/2021

01/01 -

31/12/2022

01/01 -

31/12/2021

BoD members and key executives

708.928

633.708

360.630

284.219

Other BoD members and key executives benefits

53.245

53.247

26.004

34.712

Total

762.173

686.955

386.634

318.931

Transactions with the subsidiaries have been eliminated from the Group's consolidated financial assets.

Income/expenses amounting to € 508 k among the Group’s subsidiaries are eliminated under consolidation.

All transactions are conducted under the usual market conditions and types of transactions and are documented on an

annual basis with the preparation of the "transfer pricing file".

Intracompany receivables/liabilities effective as at 31/12/2022 and 31/12/2021 are as follows:

Amounts in €

THE GROUP

THE COMPANY

Receivables

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Subsidiaries

4.179.220

4.097.827

Other related parties

706.308

711.446

22.454

17.593

Loans to related parties

340.910

BoD Members and key executives

25.079

34.290

8.317

9.801

Total

1.072.297

745.736

4.209.991

4.125.221

Amounts in €

THE GROUP

THE COMPANY

Payables

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Subsidiaries

8.524.360

7.922.643

Loans payable

8.000.000

Other related parties

159.255

BoD Members

304.542

226.841

214.507

166.923

Total

463.797

386.095

16.738.867

8.089.566

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 145

Balances with subsidiaries have been eliminated from the consolidated financial data of the Group.

Receivables/ liabilities among the group subsidiaries stand at € 27,748 k and are eliminated under consolidation.

No loans have been granted to members of the Board of Directors or the Group’s executives and their families.

8.36. Contingent assets – liabilities – commitments

Α) Court cases

The following table presents contingent assets/liabilities of the Group companies on 31/12/2022.

THE GROUP 31/12/2022

THE COMPANY

CONTINGENT ASSETS

CONTINGENT LIABILITIES

TECHNICAL OLYMPIC S.A.

433.030

454.686

T.O. INTERNATIONAL HOLDING

447.373

T.O. CONSTRUCTIONS S.A.

242.341

GROUP TOTAL

433.030

1.144.400

Β) Commitments from construction contracts and other commitments

The commitments of the Group and the company from construction contracts and guarantees on 31/12/2022 and

31/12/2021 are as follows:

THE GROUP

THE COMPANY

Letters

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Letters of Guarantee

5.549.994

6.327.506

2.645.890

3.423.158

C) COMMITMENTS REGARDING PORTO CARRAS COMPLEX

- According to the contract of 15.4.2020 for the purchase and sale of shares of the company Porto Carras by T.O.

International Holding Ltd subsidiary of Technical Olympic to the company BELTERRA INVESTMENTS Ltd in

combination with the guarantee contract from 15.4.2020, Technical Olympic guaranteed in favor of the buyer

on behalf of its subsidiary for the satisfaction of any claim arising with a generative reason that falls before

15.4.2020 in relation to the following matters: a) pending litigation and threatened administrative fines b) tax

liabilities c) subsidy liabilities d) labor-related liabilities e) corporate liabilities. The above guarantee of Technical

Olympic is limited both quantitatively and temporally depending on the nature of the above-mentioned

requirement in accordance with the specific terms and agreements referred to in the aforementioned contracts.

- According to the contracts of purchase and sale of shares of the Group's subsidiaries as of 15.4.2020 of the

Group "KTIMA PORTO CARRAS SA", "MARINA PORTO CARRAS SA", "GOLF PORTO CARRAS SA", the Technical

Olympic sold to BELTERRA INVESTMENTS Ltd its holding in the above companies and undertook the

responsibility as a seller to the buyer to satisfy at the rate of any claim arising with a generative speech that

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 146

dates back before 15.4.2020, as specifically mentioned in the aforementioned contracts. The liability of

Technical Olympic is limited both quantitatively and temporally depending on the nature of the claim in

accordance with the more specific terms and agreements referred to in the aforementioned contracts.

8.37. Tax non-inspected years

The Company has been tax audited up to and including 2009. The total provisions for the Group's companies’ unaudited

tax fiscal years amounted to €1,571 k.

For FYs 2011 to 2013, the Parent Company and all the subsidiaries that operate in Greece, mandatorily audited by

Statutory Auditors, had been subjected to the tax audit of Chartered Accountants as defined in the provisions of Article

82, par. 5, Law 2238/1994 and for FYs 2014 to 2018 to a tax audit defined in the provisions of article 65A of Law

4174/2013 and POL. 1124/2015 and received unqualified conclusion Tax Compliance Certificates. With respect to FY

2019 fiscal year, the Group’s companies, domiciled in Greece, mandatorily audited by Chartered Accountants have been

subjected to an optional tax audit, which is currently in progress and the relevant tax compliance certificate is expected

to be issued after the publication of the annual Financial Statements as at December 31, 2022. If additional tax liabilities

arise up until the completion of the tax audit, it is estimated that they will not have a material effect on the Financial

Statements of the Group and the Company.

On 31/12/2022, the fiscal years until 31/12/2016 were time-barred in accordance with the provisions of Art. 36 (1) of

Law 4174/2013, with the exceptions provided by the current legislation for the extension of the right of the Tax

Administration to issue an administrative act, estimated or corrective tax assessment in specific cases.

Statutory audit of subsidiaries

Within 2022, a tax audit order was issued for the former subsidiaries GOLF PORTO CARRAS S.A. and MARINA PORTO

CARRAS S.A. for the years 2016 and 2017. Likewise, regarding the former subsidiary company KTIMA PORTO CARRAS

SA. a tax audit order was issued for the years 2016 to 2020. No final decision has been issued although no significant

differences are expected to arise.

The Group is committed to the results of the above tax audits based on the sale agreement of the said companies to

BELTERA INVESTMENS on 15/4/2020.

Statutory audit of subsidiaries

Within 2022, a tax audit order was issued for the former subsidiaries SAMOS MARINES S.A. for the years 2018 and

2019. The tax audit in question has not yet started.

The tax non-inspected fiscal years of the Group's companies are summarized in the following table:

COMPANY

TAX NON-

INSPECTED

YEARS

TECHNICAL OLYMPIC S.A.

2017 to date

PORTO CARRAS DEVELOPMENT SA

2017 to date

TECHNICAL OLYMPIC AIR TRANSPORT SA

2017 to date

SAMOS MARINES SA

2017

ΤOXOTIS Technical SA

EUROROM CONSTRUCTII '97 SRL

Since establishment

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 147

Τ.Ο. HOLDINGS INTERNATIONAL LTD

Since establishment

Τ.Ο. SHIPPING LTD

2020 to date

Τ.Ο. CONSTRUCTIONS SA

2020 to date

ARIADNE REAL ESTATE Μ.Ι.Κ.Ε.

Since establishment

PFC PREMIER FINANCE CORPORATION LTD

Since establishment

LUXURY LIFE IKE

Since establishment

NOVAMORE LTD

2021 to date

TOXOTIS JOINT VENTURE SA - GOUSGOUNIS SA - RENOVATION OF KIFISOS AVENUE & POSEIDONOS AVENUE >>

Since establishment

ROMA HOLDING LLC

Since establishment

8.38. Risk management objectives & policy

MAIN RISKS AND UNCERTAINTIES

The Group operates in a highly competitive environment. Its specialized know-how as well as its increased investments

in human resources and infrastructure development help the Group become more competitive in order to address the

emerging conditions. New activities in Greece and abroad will be a significant growth leverage for the Group.

Α) FINANCIAL RISK FACTORS

The Group is exposed to financial risks such as changes in exchange rate, interest rate, credit risk, liquidity risk and fair

value risk due to changes in interest rates. The Group's overall risk management plan focuses on making timely

provisions for financial market trends and seeks to minimize their potentially adverse impact on the Group's financial

performance.

The central cash management service is responsible for the risk management, This service identifies and assesses

financial risks in conjunction with the services addressing these risks. Prior to the relevant transactions, approval is

obtained from the executives who have the right to commit the Group to its counterparties.

FOREIGN EXCHANGE RISK

Foreign exchange risk is the risk of fluctuations in the value of financial instruments, assets and liabilities due to changes

in exchange rates. The Group operates internationally and is therefore exposed to foreign exchange risk arising mainly

from the change in the exchange rate between USD, RON and Euro, due to the group 's activity in the Romanian market

and in the shipping segment. This risk arises mainly from shipping operations and trading transactions and liabilities in

RON. RON related risk is considered limited as the specific project has been almost completed and transactions until its

completion are not expected to affect the size of the Group due to fluctuations in the exchange rate between USD /

RON and Euro.

CREDIT RISK

The Group is not exposed to concentrations of credit risk, with the exception of the construction segment where in

recent years, due to adverse economic conditions in Greece, delays in collection from Public Works are longer and their

collection time cannot be reliably determine. In order to cover these delays and ensure the necessary liquidity in case

of extension of the above delay in the collection of revenues, the Group’s profit or loss may be affected. Due to the

aforementioned, the Group Management, despite assessing the credit risk exposure as limited, is in constant contact

with its financial consultants, in order to continuously determine the most appropriate policy to reduce or eliminate

credit risk in an environment that is constantly changing.

Amounts in €

THE GROUP

THE COMPANY

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 148

Financial Assets

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Cash and cash equivalents

28.079.967

37.930.931

529.390

8.731.129

Trade and other receivables

27.032.493

33.400.354

6.378.774

6.423.590

Financial assets at fair value through other comprehensive income

4.770.000

Securities

30.284.344

30.455.710

Other long-term receivables

10.768.662

6.415.108

3.697.528

3.712.799

Total

100.935.466

108.202.104

15.375.692

18.867.518

LIQUIDITY RISK

The Group manages its liquidity needs by carefully monitoring the debts, long-term financial liabilities, as well as the

payments made on a daily basis. Liquidity needs are monitored on a quarterly basis. The medium-term liquidity needs

for the next 6 months and the following year are determined quarterly.

On 31/12/2022 the Group and the Company have a positive working capital by € 50.89 million and € 0.8 million

respectively, as a result of utilization of property and repayment of the loan obligations. Given its current position, the

Group has loan liabilities and a cash surplus, which allows it to plan its investments as further analyzed in Note 8.19.

The Group an the Company working capital as at 31/12/2022 and 31/12/2021 is calculated as follows:

THE GROUP

THE COMPANY

Amounts in € '

31/12/2022

31/12/2021

31/12/2022

31/12/2021

Current assets

Inventory

173.928

168.415

Trade and other receivables

1.436.579

1.661.490

695.335

645.735

Other receivables

25.595.914

31.738.864

5.683.439

5.777.856

Financial assets at fair value through profit and loss

9.141.511

12.688.068

19.206

27.542

Financial assets at fair value through other comprehensive income

4.770.000

Cash and cash equivalents

28.079.967

37.930.931

529.390

8.731.129

Total current assets

69.197.899

84.187.769

11.697.370

15.182.261

Suppliers and similar liabilities

2.790.721

3.032.076

472.250

386.091

Current tax obligations

109.746

13.987

Liabilities from contracts with customers

465.663

283.281

Short-term financial liabilities

3.625.730

5.105.577

521.707

857.148

Other current liabilities

11.321.150

11.490.684

9.911.818

9.176.435

Total Short-Term liabilities

18.313.009

19.925.604

10.905.776

10.419.674

Working capital

50.884.890

64.262.165

791.594

4.762.587

RISK OF CHANGES DUE TO CHANGES IN INTEREST RATES

The Group's operating income and cash flows are affected by changes in interest rates. The Group has no loans at a

floating interest rate as of 12/31/2022. The Group does not have significant interest bearing assets and its policy is to

secure credit lines from the cooperating banks in order to satisfy smoothly the projected development and expansion

of the Group.

In any case and due to the limited impact of changes in interest rates on the Group's operating income and cash flows,

the Group Management assesses the exposure to this risk as low.

In order to minimize its interest rate risks from its exposure to a floating Libor rate, which showed a large fluctuation

with increasing trends, the company decided to convert it to a fixed rate. Thus, on 30/3/2022, an amendment to the

loan agreement was signed between the creditor bank Macquarie and Roma Holding LLC on converting the floating

interest rate into a fixed rate.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 149

Β) OPERATIONAL RISK FACTORS

Risks from changes in conditions prevailing in the construction segment

Construction operations depend to a large extent on the course of the investment program in infrastructure projects

implemented by the Greek state, the course of the EU financed projects and the course of development of the major

road projects. Therefore, in the immediate future, the development of the financial results of the subsidiary "T.O.

CONSTRUCTIONS S.A.", and consequently of the Group, is affected by the degree and the pace of implementation of

the projects financed by the European Union as well as these countries’ Public Investment Programs. Future changes

in the process of allocation of public or EU resources for infrastructure projects may significantly affect the operations

and financial results of the Group and are not excluded.

Risk of changes in fare agreement prices

The Group started operating in the shipping segment in the 4th quarter of 2020. Such operations can cause the risk of

adverse changes in the fare agreements, expected to be signed with the future customers. The Group constantly

monitors these changes and takes appropriate actions to minimize this risk, through signing long-term lease agreements.

Risks associated with the good performance of construction projects

The construction projects undertaken by the Group companies include clear clauses regarding their sound and timely

performance. The Company and the Group, through the subsidiary "T.O. CONSTRUCTIONS S.A.", has extensive

experience and know-how in executing complex and large construction projects and until now no events or extraordinary

expenses related to the execution of the projects occurred. However, the possibility of the occurrence of extraordinary

expenses in the future due to unexpected events cannot be excluded, resulting in potentially adverse effects on the

Group’s operations and financial results.

Risks associated with the execution of projects by subcontractors.

In many projects the Group's Company may need to outsource part of the project to third companies under the

subcontracting regime. In these cases, the Group ensures signing agreements with the subcontractors which cover the

obligation of the latter to correct any errors at their own risk, but it cannot be excluded, although it is considered

unlikely, that in some cases subcontractors may fail to fulfill these obligations, with the consequence that these

obligations ultimately burden the Group.

Risks related to the legal status governing announcement, assignment, execution and supervision of

public and private projects.

The Group Company operations in the construction segment depend on the legislation governing both public works

(announcement, assignment, execution and supervision) and the issues related to environment, safety, public health,

labor and taxation. Actually, the Group has the size and infrastructure to effectively respond to changes in the relevant

legislation, one cannot exclude that future legislative amendments may cause, even temporarily, adverse effects on the

Group's financial results.

Risks arising from loss /damage to persons, equipment and the environment (insurance coverage)

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 150

The Group's operations address risks that may arise from adverse events such as, among others, accidents, injuries

and damage to persons (employees and / or third parties), damage to the environment, damage to equipment and

property of third parties. All the aforementioned events are likely to cause delays or in the worst case to stop the project

implementation. Of course, all the necessary precautionary measures are taken to avoid such negative events and at

the same time the appropriate insurance policies are established. However, it cannot be neglected that the amount of

the Group companies liabilities from such negative events may exceed the insurance indemnities it will receive, and –

as a consequence – a part of these arising liabilities will be required to be covered by the Group companies.

Usually the insurance coverage covers the cost of repairing design or construction defects. However, in some cases this

coverage may not be enough to cover all the warranty requirements for which manufacturers are responsible and which

is usually costly.

Although the Group usually requires subcontractors to compensate it for any defects that may occur, it cannot always

impose such compensation on the contracts signed. For this reason, the cost of insurance coverage and non-settlement

of insurance claims can adversely affect its operating results.

Risk of effects of COVID-19 pandemic

The unprecedented pandemic mitigation measures implemented to curb the spread of COVID-19 in early 2020 have

generated negative economic and social environment, both globally and domestically.

The Group took all the necessary measures in order to protect the health of all its employees, limit the spread of the

virus in all the workplaces.

In particular:

New procedures and guidelines for staff have been established, in particular with the aim of minimizing direct contact,

while daily measurement and control of mask use is performed regarding all the employees. In the context of

teleworking and where possible, employees have the opportunity and are encouraged to work remotely with the support

of the relevant information systems and equipment and the use of the necessary tools and software. A procedure of

participation in business meetings was implemented and the use of means such as communication with telephones,

teleconferences and e-mail was promoted and the employees are obligated to be equipped on a daily basis with means

of protection (protective masks) as well as disinfectants.

The risk is generally assessed as significant and real, due to the general uncertainty, prevailing in the existing economic

environment.

Following the disposal of PORTO CARRAS, the Group has now disengaged from both the hotel and the casino operations,

and therefore, the impact of the pandemic has been minimized, however, as mentioned above, it significantly affected

the final consideration of this transaction.

The Company Management closely monitors the developments on a daily basis, evaluates and takes all the measures

deemed necessary to limit the impact, protect the employees and maintain the business activities of the Company and

the Group at satisfactory levels in order to be affected as little as possible the Group’s and the Company’s financial

position, financial performance and results.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 151

8.39. Fair value measurement

Financial assets and financial liabilities measured at fair value in the Statement of Financial Position of the Group and

the Company are classified under the following 3 level hierarchy in order to determine and disclose the fair value of

financial instruments by specific valuation technique:

• Level 1: Investments that are valued at fair value based on quoted (unadjusted) prices in active markets for

the same assets or liabilities.

• Level 2: Investments that are valued at fair value, using valuation techniques for which all inputs that

significantly affect the fair value, are based (either directly or indirectly) on observable market data.

• Level 3: Investments that are valued at fair value, using valuation techniques, in which the data that

significantly affects the fair value, is not based on observable market data. This level includes investments

where the determination of the fair value is based on unobservable market data (five years business plan),

using however additional observable market data (Beta, Net Debt / Enterprise Value of identical firms in the

specific segment such as those included in calculating the WACC).

Fair value determination is analytically presented in §8.1, §8.4 and §8.5.

The financial assets classification is presented as follows:

Amounts in €

THE GROUP 31/12/2022

Financial Assets

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

Investments in associates

3.200

Equity Instruments

30.284.344

Financial assets at fair value through other comprehensive income

4.770.000

Financial assets at Fair Value through Profit and Loss

19.206

9.122.305

9.141.511

Net Fair Value

19.206

9.122.305

35.057.544

44.199.055

Amounts in €

THE COMPANY 31/12/2022

Financial Assets

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

Investments in subsidiaries

173.173.904

Investments in associates

2.400

Financial assets at fair value through other comprehensive income

4.770.000

Financial assets at Fair Value through Profit and Loss

19.206

Net Fair Value

19.206

177.946.304

177.965.510

Amounts in €

THE GROUP 31/12/2022

Non-financial assets

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

Owner-occupied Fixed Assets at fair value

100.038.419

Investment property

16.421.379

Net Fair Value

116.459.798

Amounts in €

THE COMPANY 31/12/2022

Non-financial assets

LEVEL 1

LEVEL 2

LEVEL 3

TOTAL

Owner-occupied Fixed Assets at fair value

11.707.139

Investment property

15.636.379

Net Fair Value

27.343.518

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 152

8.40. Availability of financial statements

The Annual Financial Statements of the Group and the Company, the Independent Auditor’s Report and the

Management Report of the Board of Directors to the Annual Regular General Meeting for FY 2021 have been posted on

the Company's website (www.techol.gr). The Annual Financial Statements, the Independent Auditor’s Report and the

Management Reports of the Boards of Directors of the companies included in the Consolidated Financial Statements of

the Company, are posted on the Company's website (www.techol.gr).

8.41. Post Financial Position date events

1) Following acquisition of receivables from loans on 1/12/2022, on 10/2/2023, TECHNICAL OLYMPIC SA signed

for the purpose of acquiring horizontal property from the company "HILTOP HELLAS TECHNICAL COMPANY"

(hereinafter the Seller). The horizontal property is located in Psychiko, covering the area of five hundred and

twenty and 0.38 square meters (520.38) with a co-ownership percentage of indivisible twelve and 0.50

centimeters (12.50/100) on the entire plot of area of two thousand nine hundred square meters thirty-three

(2,933.00).

The consideration of the above transaction amounted to one million five hundred thousand Euro

(€1,500,000.00). From the above price:

(a) an amount of one million two hundred seventy-five thousand Euro (€ 1,275,000.00) was paid as follows:

(i) an amount of one million two hundred and twenty-five thousand Euro (€ 1,225,000.00) was offset

by the Buyer with a monetary receivable it held against the Seller, arising from a Credit Agreement through an

open (current) account, to amortize their mutual receivables by offsetting, according to article 440 of the Civil

Code.

(ii) an amount of fifty thousand Euro (€50,000.00) was paid in cash upon signing the contract,

(b) the remaining consideration, that of two hundred twenty-five thousand Euro (€225,000.00), will be paid

until June thirty (30) of two thousand and twenty-three (2023).

2) TECHNICAL OLYMPIC SA Cyprus-based subsidiary "T.O. SHIPPING LTD" (100% subsidiary of T.O.

INTERNATIONAL HOLDING LTD), collected from its subsidiaries the total amount of 1,049,000 USD (879 k T

Shipping LTD & 170 k Roma Holding LLC) which concerns dividend distribution for Q4 of 2022, from the

exploitation of the vessels, as approved by the respective Boards of Directors on 28/02/2023.

3) TECHNICAL OLYMPIC SA Cyprus-based sub-subsidiary "PFC PREMIER FINANCE CORPORATION LTD" (100%

subsidiary of the company T.O INTERNATIONAL HOLDING LTD), following the decision of the General Meeting

as of 23/3/2023, decided to increase its share capital from € 501,000 to € 1,001.000 consisting of 1,001,000

common shares, €1 each.

ANNUAL FINANCIAL REPORT FOR THE PERIOD 1 JANUARY TO 31 DECEMBER 2022 Page 153

Apart from the aforementioned, there are no post financial statements date concerning the Company, which

should me reported under the International Financial Reporting Standards.

Alimos, 13 April 2023

THE BoD CHAIRMAN

KONSTANTINOS A. STENGOS

ID Num. ΑΒ 342754

THE CHIEF EXECUTIVE OFFICER

GEORGIOS K. STENGOS

ID Num. ΑΖ 592390

THE CHIEF FINANCIAL OFFICER

CHRISTOS C. SPINGOS

ID Num. ΑΜ 207921

HEAD OF ACCOUNTING

PANAGIOTA K. LEFAKI

ID Num. ΑΒ 632444

CLASS LICENSE 72204