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ATTICA HOLDINGS S.A.
ANNUAL FINANCIAL REPORT
For Fiscal Year 2022 (1.1-31.12.2022)
In compliance with Article 4, Law 3556/2007
(Amounts in Euro thousand)
ATTICA HOLDINGS S.A.
Registration Number: 7702/06/B/86/128
Commercial Registration Number: 5780001000
1-7 Lysikratous & Evripidou Street,
Kallithea, 176 74
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 1
CONTENTS
STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS
.......................................................................
4
Independent Auditor’s Report
.............................................................................................................................
5
BOARD OF DIRECTORS ANNUAL REPORT FOR THE PERIOD 1.1.2022 – 31.12.2022
...........................
12
Annual Consolidated and Company Financial Statements for the Fiscal Year 2022
......................................
94
Statement of comprehensive income for the period ended December 31 2022 & 2021
.................................
95
Statement of financial position as at 31st of December 2022 and at December 31, 2021
..............................
96
Statement of changes in equity of the Group (period 1.1 to 31.12.2022)
........................................................
97
Statement of changes in equity of the Group (period 1.1 to 31.12.2021)
........................................................
97
Statement of changes in equity of the Company (period 1.1 to 31.12.2022)
...................................................
98
Statement of changes in equity of the Company (period 1.1 to 31.12.2021)
...................................................
98
Cash Flow Statement (period 1.1 to 31.12 2022 and 2021)
............................................................................
99
Notes to Financial Statements
.......................................................................................................................
100
1.
General Information
........................................................................................................................
100
2.
Significant accounting policies applied by the Group
.....................................................................
100
2.1.
Basis for preparation of financial statements
..................................................................................
100
2.1.1.
Significant accounting policies and main sources of uncertainty of accounting estimates
............
101
2.2.
Consolidation
..................................................................................................................................
102
2.2.1.
Accounting Policy in accordance with the presentation of ANEK S.A. - SUPERFAST in the financial
statements of the Group
.................................................................................................................................
102
2.2.2.
Subsidiaries
.....................................................................................................................................
102
2.2.3.
Consolidated financial statements
..................................................................................................
102
2.3.
Investments
.....................................................................................................................................
103
2.4.
Associates
.......................................................................................................................................
103
2.5.
Joint arrangements
.........................................................................................................................
104
2.6.
Tangible assets
...............................................................................................................................
104
2.7.
Intangible Assets
.............................................................................................................................
106
2.7.1.
Goodwill
..........................................................................................................................................
106
2.7.2.
Trademarks
.....................................................................................................................................
106
2.7.3.
Software
..........................................................................................................................................
106
2.8.
Impairment of assets/ Reversal of tangible assets impairment
......................................................
107
2.9.
Inventories
.......................................................................................................................................
107
2.10.
Trade receivables
...........................................................................................................................
107
2.11.
Cash and cash equivalents
.............................................................................................................
108
2.12.
Share Capital
..................................................................................................................................
108
2.13.
Distribution of dividends / optional reserves
...................................................................................
108
2.14.
Revenue
..........................................................................................................................................
108
2.14.1.
Revenue from passengers and vehicle fares
.................................................................................
108
2.14.2.
Revenue from on board sales of goods and services
....................................................................
109
2.14.3.
Interest income
...............................................................................................................................
109
2.14.4.
Income from dividends
....................................................................................................................
109
2.14.5.
Income from chartering
...................................................................................................................
109
2.14.6.
Revenue from sales of hotel services
.............................................................................................
109
2.15.
Government Grants – Government Assistance
..............................................................................
109
2.15.1.
Asset related grants
........................................................................................................................
109
2.15.2.
Income related grants
.....................................................................................................................
110
2.16.
Operating segments
........................................................................................................................
110
2.17.
Expenses
........................................................................................................................................
110
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 2
2.17.1.
Recognition of expenses
.................................................................................................................
110
2.17.2.
Financial expenses
.........................................................................................................................
110
2.17.3.
Borrowing costs
..............................................................................................................................
111
2.17.4.
Employee benefits
..........................................................................................................................
111
2.17.4.1. Short-term benefits
..........................................................................................................................
111
2.17.4.2. Post-employment benefits
...............................................................................................................
111
2.17.5.
Leases
.............................................................................................................................................
112
2.17.5.1. Finance Leases
...............................................................................................................................
112
2.17.5.2. Operating Lease
..............................................................................................................................
114
2.17.6.
Contingent liabilities and contingent assets
....................................................................................
114
2.17.7.
Allocation of revenue and expenses
...............................................................................................
115
2.17.7.1. Allocation of joint revenue and expenses
........................................................................................
115
2.17.7.2.
Allocation of expenses
....................................................................................................................
115
2.18.
Current and deferred income taxes
................................................................................................
115
2.18.1.
Profit from shipping activities
..........................................................................................................
115
2.18.2.
Profit from non-shipping activities
...................................................................................................
115
2.19.
Effect of changes in foreign exchange rates
...................................................................................
116
2.20.
Financial liabilities
...........................................................................................................................
116
2.21.
Financial assets
..............................................................................................................................
117
2.22.
Earnings per share
..........................................................................................................................
119
2.23.
Application of new Standards
.........................................................................................................
119
2.23.1.
New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective
and have been adopted by the European Union
............................................................................................
119
2.23.2.
New Standards, Interpretations, Revisions and Amendments to existing Standards that have not been
applied yet or have not been adopted by the European Union
......................................................................
120
3.
Financial risk management
.............................................................................................................
123
3.1.
Financial risk factors
.......................................................................................................................
123
3.1.1.
Foreign currency risk
......................................................................................................................
123
3.1.2.
Credit risk
........................................................................................................................................
123
3.1.3.
Liquidity risk
....................................................................................................................................
124
3.1.4.
Interest rate risk
..............................................................................................................................
125
3.1.5.
Capital Risk Management
...............................................................................................................
125
3.1.6.
Fuel prices fluctuation risk
..............................................................................................................
126
3.1.7.
Competition
.....................................................................................................................................
126
3.1.8.
Risks from climate change
..............................................................................................................
127
3.1.9.
Risks from COVID-19 pandemic
.....................................................................................................
127
4.
Fair value of financial instruments
..................................................................................................
127
4.1.
Financial derivatives
.......................................................................................................................
128
4.2.
Investments carried at fair value
.....................................................................................................
128
4.3.
Other financial assets and liabilities carried at fair value
................................................................
129
5.
Consolidation - Joint venture revenue agreement
..........................................................................
129
5.1.1.
Consolidation of ATTICA S.A. HOLDING subsidiaries
...................................................................
129
5.1.2
Consolidation of associates / Joint ventures
...................................................................................
130
5.2.
Agreement between ATTICA HOLDINGS S.A. and ANEK
............................................................
130
5.3.
Business combinations
...................................................................................................................
130
5.3.1.
Attica Group aquires Tinos Beach Hotel Single Member S.A
. .......................................................
130
6.
Related Party disclosures
...............................................................................................................
132
6.1.
Intercompany transactions
..............................................................................................................
132
6.1.1.
Intercompany transactions with the companies of MIG HOLDINGS S.A. and Piraeus Bank
........
133
6.2.
Participation of the members of the Board of Directors of ATTICA HOLDING S.A. in the Board of
Directors of other companies
.........................................................................................................................
133
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 3
6.3.
Guarantees
.....................................................................................................................................
134
6.4.
Board of Directors and Executive Directors’ Fees
..........................................................................
134
7.
Notes to the Financial Statements for the period 1.1.2022- 31.12.2022
........................................
134
7.1.
Operating Segments – Geographical Segment Report
..................................................................
134
7.2.
Cost of Sales – Administrative Expenses – Distribution Expenses
................................................
137
7.3.
Other operating income
..................................................................................................................
138
7.4.
Other financial results
.....................................................................................................................
138
7.5.
Financial expenses
.........................................................................................................................
139
7.6.
Financial income
.............................................................................................................................
139
7.7.
Income from dividends
....................................................................................................................
139
7.8.
Profit from acquisiton of subsidiaries
..............................................................................................
139
7.9.
Share in net profit / (loss) of companies acounted for under the equity method
............................
139
7.10.
Income Tax
.....................................................................................................................................
139
7.11.
Earnings per share
..........................................................................................................................
141
7.12.
Tangible assets
...............................................................................................................................
141
7.13.
Goodwill
..........................................................................................................................................
144
7.14.
Intangible Assets
.............................................................................................................................
145
7.15.
Investments in subsidiaries
.............................................................................................................
146
7.16.
Investments in Associates and Joint Ventures
...............................................................................
148
7.17.
Long-term Financial Receivables
....................................................................................................
148
7.18.
Other Non-current Assets
...............................................................................................................
149
7.19.
Deferred Tax Assets – Liabilities
....................................................................................................
149
7.20.
Inventory
.........................................................................................................................................
150
7.21.
Trade and other receivables
...........................................................................................................
150
7.22.
Other current assets
.......................................................................................................................
151
7.23.
Financial derivatives
.......................................................................................................................
151
7.24.
Cash and cash equivalents
.............................................................................................................
153
7.25.
Share Capital – Reserves
...............................................................................................................
153
7.26.
End of service employee benefit obligations
..................................................................................
155
7.27.
Long-term and Short-term Loan Liabilities
......................................................................................
157
7.28.
Long-term Provisions
......................................................................................................................
160
7.29.
Other long-term liabilities
................................................................................................................
160
7.30.
Trade and other payables
...............................................................................................................
161
7.31.
Income tax payable
.........................................................................................................................
161
7.32.
Other short-term liabilities
...............................................................................................................
161
8.
Contingent assets and liabilities
......................................................................................................
162
9.
Significant Events
...........................................................................................................................
163
10.
Events after the Statement of Financial Position date
....................................................................
165
11.
Dividends
........................................................................................................................................
166
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 4
STATEMENTS OF THE BOARD OF DIRECTORS’ MEMBERS
(In accordance with article 4, par. 2 of Law 3556/2007)
The following members of the Board of Directors of ATTICA HOLDINGS S.A.:
1.
Kyriakos Mageiras, Chairman of the Board of Directors,
2.
Spyridon Paschalis, Chief Executive Officer and
3.
Efstratiadis George, Vice President, Non-Executive Member, having been specifically assigned by the Board
of Directors,
In our abovementioned capacity declare that, to the best of our knowledge:
a) the accompanying financial statements of Attica Holdings S.A. for the period 1.1.2022 – 31.12.2022, drawn up
in accordance with the applicable accounting standards, reflect in a true manner the assets and liabilities,
equity and results of Attica Holdings S.A. as well as of the companies included in the consolidation, taken as
a whole,
b) the accompanying Report of the Board of Directors reflects in a true manner the development, performance
and financial position of Attica Holding S.A. and of the companies included in the consolidation, taken as a
whole, including the description of the principal risks and uncertainties,
c) the annual financial statements were approved by the Board of Directors of Attica Holding S.A. on 29.3.2023
and are available in the internet on the web address
www.attica-group.com
.
Athens, 29 March 2023
Confirmed by
Chairman of the B.O.D.
Chief Executive Officer
Kyriakos D. Mageiras
Spyridon Ch. Paschalis
I.D. No:
ΑΚ 109642
I.D. No:
ΑΒ 215327
Vice President
Authorized Director
George E. Efstratiadis
I.D. No: AP076421
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 5
Independent Auditor’s Report
To the Shareholders of “ATTICA HOLDINGS S.A.”
Report on the audit of the separate and consolidated financial statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the company “ATTICA
HOLDINGS S.A.” (the Company), which comprise the separate and consolidated statement of financial position
as at December 31, 2022, and the separate and consolidated statement of comprehensive income, changes in
equity and cash flow for the year then ended, as well as a summary of significant accounting policies and other
explanatory notes. In our opinion, the accompanying separate and consolidated financial statements present
fairly, in all material respects, the financial position of the Company and its subsidiaries (the Group) as of
December 31, 2022, and of their financial performance and their cash flows for the year then ended in accordance
with International Financial Reporting Standards as endorsed by the European Union.
Basis for opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have been
transposed in 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. During
our audit, we remained independent of the Company and the Group, in accordance with the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as transposed in
Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial
statements in Greece.
We have fulfilled our responsibilities in accordance with the provisions of the currently
enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the separate and the consolidated financial statements of the current annual period. These matters and the related
risks of material misstatements were addressed in the context of our audit of the separate and the 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
Vessel book value
Attica Group operates Ropax Vessels with a
carrying value € 660,9mil. As described in the
accompanying financial statements, the Group's
vessels are measured at historical cost, which is
increased by the amount of investments and
impairment reversals and decreased by the amount
of depreciation and impairment losses incurred
during the year.
At the end of each reporting
period, the Group’s management assesses the
recoverable amount of vessels, which is the
higher of fair value less costs of disposal and
value-in-use. Fair value of vessels is estimated
Our audit approach included, among others, the
following procedures:
•
We assessed management’s procedures
for the identification of impairment/reversal
of
impairment
indications
relating
to
vessels value.
•
We assessed management’s procedures
relating to the preparation of business
plans in order to define value-in-use.
•
We assessed the mathematical accuracy
of discounted cash flow models and the
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 6
according to independent expert’s valuation
reports less estimated costs of disposal.
Value in use is the present value of estimated
future cash flows expected to arise from cash
generating
units
(C.G.U.)
determined
by
management. The estimation of future cash
flows
depends
on
est
imations
used
by
management regarding future fuel oil prices,
traffic volumes, capital expenses and discount
rates. Taking into consideration the significant
value of vessels, the importance of the
management's assumptions and estimates, we
consider this area as a key audit matter.
Management’s disclosures for the accounting
policy, assumption and estimates used for the
analysis
of
the
above
are
included
in
explanatory notes 2.6, 2.8 and 7.12 of the
financial statements.
reasonableness
of
management’s
assumptions and estimates
•
We reviewed the calculation of the vessel
impairment test based on the fair value of
the vessels considering the valuations
obtained
by
management
from
independent experts.
•
We assessed the independence and
sufficiency of the management’s experts.
•
We
reviewed the
appropriateness of
capitalization that was considered as a
separate element in the value of vessels in
accordance with the requirements of IAS
16 "Property, Plant and Equipment".
•
We performed recalculation of depreciation
for the year ended 31.12.2022 based on
the useful lives of the vessels.
•
We assessed the adequacy of the related
disclosures
in
the
separate
and
consolidated financial statements.
Investment in subsidiaries
As of December 31, 2022, the parent company
Attica Holdings S.A. (the Company) holds
investments in subsidiaries of € 762,4mil.
As also referred to the attached Financial
Statements,
the
Company
measures
its
investments at fair value, recognizing the
valuation differences in Equity. No subsidiary of
the parent company has stocks traded in an
active market. Two methods are used to
determine their fair value. Specifically, the
method of present value of the estimated future
cash flows expected to be derived from the
subsidiaries are
used, and that of the value
resulting from the adjusted (based on the fair
value of the vessels) net assets of each
subsidiary. Then for the final value of each
subsidiary follows the weighting of the two
methods.
Management's assumptions and estimates are
mainly related to international fuel prices, traffic
volumes, capital expenses and discount rates.
In 2022, loss from investements in subsidiaries
measurement at fair value amounted to € 35mil.
Taking into consideration the significant amounts
of the investments mentioned above, the use of
management's assumptions and estimates for
the determination of the relative recoverable
amounts, and the use of independent experts
regarding vessels values, we consider this area
as a key audit matter.
Our audit approach included, among others, the
following procedures:
•
We assessed management’s procedure
relating to the preparation of business
plans.
•
We assessed the mathematical accuracy
of discounted cash flow models and the
reasonableness
of
management’s
assumptions and estimates.
•
We reviewed the computation
of the
adjusted
values
of
net
assets
of
subsidiaries, taking into consideration the
independent expert’s vessel fair value
valuation
reports
received
by
the
management.
•
We assessed the independence and
sufficiency of the management’s experts.
•
For the above procedures, where this was
deemed appropriate, we used our firm’s
specialist.
•
We assessed the adequacy of the related
disclosures
in
the
separate
and
consolidated financial statements.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 7
Management’s disclosures for the accounting
policy, assumption and estimates used for the
analysis of the above are included in explanatory
notes 2.1.1., 2.2.2 and 7.15 of the financial
statements.
Goodwill and Intangible assets from acquisitions
As of December 31, 2022, the Group recognized
goodwill of € 10,8 mil, intangible assets relating
to HSW trademark amounting to € 5,7 mil.
Furthermore, during the fiscal year ended
31.12.2022 the Group acquired 100% of the
shares of the owner of TINOS BEACH Resort for
a price of € 5.8 million. The above acquisition
resulted in profit of € 3,17mil.
, which was
recognised in the Statement of Comprehensive
Income for the year.
According to IFRS’s requirements goodwill as
well as intangible assets with indefinite useful life
are tested for impairment at least on an annual
basis.
The impairment test incurs determination of
recoverable amounts based on the assets value-
in-use. The calculation of the value-in-use arises
from the discounted cash flows method, based
on the
business plans which incorporate key
assumptions and estimates of the Management.
In relation to the acquisition of Tinos Beach resort
during the fiscal year 2022, in accordance with
IFRS 3 “Business Combinations”, the acquirer
shall measure in its financi
al statements the
identifiable
assets
acquired
and
liabilities
assumed at their fair values at the acquisition
date, with some exceptions permitted by this
standard.
Taking into consideration the significant value of
goodwill and intangible assets with indefinite
useful life as well as the significance of
management's
assumptions/accounting
regarding the matter, we consider this area as a
key audit matter.
Management’s disclosures for the accounting
policy, assumption and estimates used for the
analysis of the above are included in explanatory
notes 2.1.1, 2.7.1, 2.7.2, 5.3.1, 7.13 and 7.14 of
the financial statements
Our audit approach included, among others, the
following procedures:
•
We assessed management’s procedures
for
the
identification
of
impairment
indications relating to these non-current
assets.
•
We assessed management’s procedure
relating to the preparation of business
plans.
•
We assessed the mathematical accuracy
of discounted cash flow models.
•
We evaluated the fair value measurement
of assets and liabilities at the date of
acquisition of Tinos Beach Resort.
•
We
have
examined
the
accounting
treatment and accounting for the above
mentioned acquisition in the consolidated
financial statements.
•
For the above procedures, where this was
deemed appropriate, we used our firm’s
specialist.
•
We assessed the adequacy of the related
disclosures
in
the
separate
and
consolidated financial statements.
Other Information Management is responsible for the other information. The other information is included in the
Board of Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in
the Declaration of the Board of Directors Representatives 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 8
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read
the other information identified above and, in doing so, consider whether the other information is materially
inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on the procedures performed, we conclude that there is a
material misstatement therein; we are required to communicate that matter. We have nothing to report in this
respect.
Responsibilities of management and those charged 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, as endorsed 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
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Company or the
Group or to cease operations, or has no realistic alternative but to do so. The Audit Committee (Art. 44, Law
4449/2017) of the Company 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 the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs, as they have been transposed in 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 influence the economic decisions
of users taken on the basis of these separate and consolidated financial statements.
•
As part of an audit in accordance with ISAs as they have been transposed in 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 for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s and the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s and 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 9
•
Evaluate the overall presentation, structure and content of the stand-alone and consolidated financial
statements, including the disclosures, and whether the stand-alone and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the separate and consolidated financial statements. We
are responsible for the direction, supervision and performance of 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 consolidated financial statements of the current period and are therefore the
key audit matters.
Report on Other Legal and Regulatory Requirements
1.Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’ Report
which also includes the Corporate Governance Statement, according to the provisions of paragraph 5 of article 2
(part B) of L. 4336/2015, we note the following:
a. The Board of Directors’ Report includes the Corporate Governance Statement, which provides the information
required by Article 152 of Law 4548/2018.
b. In our opinion the Board of Directors’ Report has been prepared in accordance with the legal requirements of
articles 150-151 and 153 - 154 and paragraph 1 (cases c’ and d’) of Article 152, Law 4548/2018 and the content
of the Board of Directors’ report is consistent with the accompanying separate and consolidated financial
statements for the year ended 31.12.2021.
c. Based on the knowledge we obtained during our audit about the Company “ATTICA HOLDINGS S.A.” and its
environment, we have not identified any material inconsistencies in the Board of Directors’ Report.
2. Additional Report to the Audit Committee
Our audit opinion on the separate and the consolidated financial statements is consistent with the additional report
to the Audit Committee referred to in article 11 of EU Regulation 537/2014.
3. Non
-Audit Services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in article
5 of EU Regulation No 537/2014. The allowed services provided to the Company and its subsidiaries, in addition
to the statutory audit, during the year ended 31 December 2022 have been disclosed in Note 7.2 to the
accompanying separate and consolidated financial statements.
4. Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the
Company on 17/06/2008. Our appointment has been, since then, uninterrupted renewed by the Annual General
Assembly of shareholders of the Company for 15 consecutive years.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 10
5. Byl
aws (Internal Regulation Code)
The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article 14 of
Law 4706/2020.
6. Assurance Report on European Single Electronic Forma
We examined the digital records of the Company, 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
for
the
year
ended
December
31,
2022,
in
XHTML
format
"213800HBUHCXKIPIYO13-2022-12-31- en", as well as the provided XBRL file "213800HBUHCXKIPIYO13-
2022-12-31-en.zip" with the appropriate mark-up, on the aforementioned consolidated financial statements
including
the explanatory notes have been prepared.
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
statements of comprehensive income, financial position, changes in equity and cash flows as well as the financial
information included in the explanatory notes, shall be marked-up with XBRL tags (XBRL ‘tags’ and ‘block tag’),
in accordance with the effective ESEF Taxonomy. 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 for the ESEF Digital Records
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 for the Reasonable Assurance of ESEF Digital Records
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 reasonable 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 11
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial
statements of the Company for the year ended December 31, 2022, in XHTML format
"213800HBUHCXKIPIYO13-
2022-12-31-en"
, as well as the provided XBRL file
"213800HBUHCXKIPIYO13-2022-12-31-en.zip"
with the
appropriate mark-up on the above consolidated financial statements,
including
the
explanatory
notes
have
been prepared, in all material respects, in accordance with the requirements
of the ESEF Regulatory Framework.
Athens, 29 March 2023
The Certified Public Accountant
Manolis Michalios
I.C.P.A. Reg. No. 25131
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 12
BOARD OF DIRECTORS ANNUAL REPORT FOR THE PERIOD
1.1.202
2 –
31.12.202
2
The present Board of Directors Annual Report of Attica Holdings S.A. (hereinafter referred to as “the Company”
or “Attica Group”) refers to the fiscal year 2022 (1.1.2022 - 31.12.2022). The report has been prepared according
to the relevant provisions of Law 4548/2018, Law 4706/2020 and Law 3556/2007 and the issued executive
decisions of the Hellenic Capital Market Commission.
The present Report contains financial and non-financial information regarding Attica Group for the fiscal year 2022
as well as the Corporate Governance Statement and describes significant events taking place within this period
as well as their effect on the annual financial statements. Moreover, it describes the main risks and uncertainties
potentially faced by that the Group and records significant transactions between the Company and its related
parties.
Since Attica Group also prepares consolidated financial statements, the present Report is unified and focuses on
the consolidated financial data of the Company and its subsidiaries with references to the financial data of the
Parent, only insofar as considered necessary to facilitate better understanding of the content.
The Report is included together with the financial statements of the Company and the Group and other information
and statements required by law in the Annual Financial Report for the closing year 2022.
The required items are presented below per thematic unit:
Α
. BUSINESS MODEL
Attica Holdings S.A., under the distinctive title "Attica Group", is a holding company and mainly operates in passenger
shipping through shipowning companies by means of conventional and high speed passenger ferries in Greece
(Cyclades, Dodecanese, Crete, North East Aegean, Saronic Gulf and Sporades) and on international routes.
Attica
Group is the largest Greek Passenger Shipping Group.
In June and July 2022, 3 state-of-the-art Aero Catamaran vessels were added to the Group’s fleet. The vessels started
sailings on the Saronic routes in the beginning of August 2022, in replacement of existing Group capacity in the
market. Therefore, the fleet of Attica Group consists of 33 vessels under the trademarks of “Superfast Ferries”, “Blue
Star Ferries” and “Hellenic Seaways”, of which twenty (20) are conventional Ro-Pax vessels, twelve (12) are
highspeed- catamaran vessels and one (1) vessel is a Ro-Ro carrier. All vessels are fully owned by the Group, except
for two (2) Ro-Pax vessels, which are under long-term lease. All vessels are registered in Greece and fly the Greek
flag except for one, registered in Cyprus.
In the context of implementing its expansion strategic plan, Attica Group invested into the hospitality industry in
2021, a sector complementary to its key activities, capitalizing of its strong dynamics in the Greek tourism industry.
In this context, through its 100% subsidiary, Attica Group acquired the owning company of Naxos Resort Beach
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 13
Hotel located in Agios Georgios, Naxos, and in 2022 the owning company of Tinos Beach Hotel, located in the
Cycladic island of Tinos, in the area of Kionia.
Attica Group’s Vision
“To strengthen the Group’s leading position and value, through profitable expansion into new markets and
activities, as well as provide high quality services which exceed market expectations”.
Business Mission
“Attica Group is an international Shipping Group, which offers high quality shipping services with innovative and
aesthetic vessels. The Group’s activities generate added value for shareholders and employees, reduce where
feasible its environmental footprint and operate for the partners’ and local communities’ benefit”.
Strategic Development Keystones
The Group has defined the following strategic development directions:
-
To be the first choice of the customer
-
To provide reliable services and to constantly improve the quality of its product,
-
To establish relationships of good faith and long-term cooperation with customers, partners and local
communities,
-
To responsibly manage the Group's resources, actively participating in its healthy, sustainable and profitable
growth to the benefit of shareholders and social partners.
ESG - Environmental, Social, Governance
Attica Group has developed a Sustainable Development Policy defining the principles of sustainability and
addressing environmental, social, and governance issues (ESG) in 3 main Dimensions (Environmental, Social,
Governance) and 5 Modules (Governance, Society, Employees, Customers, Environment). The ESG model is
described below in the Report.
Corporate Values
The Group’s values arise from the vision and principles adopted by the Management and constitute the basis of
the Group's culture and development policy.

Innovation
We encourage and promote communicating and developing new ideas, suggestions and solutions, in order to
continuously improve the quality of our product and the efficiency of the Group's operations.

Quality
We work to provide high quality services, while ensuring customer satisfaction, sustainability and the future of our
employees.

Reliability
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 14
We build long-term relationships of confidence with our passengers and employees, consistently delivering high
quality services.

Transparency
We create open and on-going communication frameworks at all levels of the Group, making our incentives and
choices clear. We provide complete and accurate information to our associates and Social Partners.

Integrity
We behave with integrity and honesty in all aspects of our business according to our ethical standards.

Responsibility
We operate responsibly and facilitate harmonious collaborations with our Social Partners to ensure generating
mutual long-term value.
Our Group contributes to economic growth
Our business operations ensure creation of significant economic value for our Social Partners, mainly in the form
of purchases (from our suppliers), commissions (to our agents), wages, benefits and insurance contributions (to
employees), taxes (to the state) and investments, while at the same time we transport essential goods and food
to the islands in order to develop their economy and their tourist product.
It is worth noting that this economic activity, as well as other actions and corporate responsibility programs
followed, indirectly contribute to meeting 17 Sustainable Development Goals (SDG’s) of the United Nations for
2030, as presented in the relevant section of the relative unit of the Responsible & Sustainable Development
Report, issued by the Company on annual basis.
The table, recording distribution of the Financial Value to our Social Partners in 2022 is presented below as follows:
Social Partners
Amounts
(in mln Euro)
State (Taxes)
82.6
Capital Providers
47.9
Suppliers
374.9
Society
2.8
Investments
46.6
Employees
100.8
Agents
28.0
TOTAL DISTRIBUTED FINANCIAL VALUE
683.6
Organizational Structure
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 15
The Group’s structure contains four (4) Pillars (Maritime Operations, Finance, Commercial and Administration &
Transformation).
The Maritime Operations Pillar is supported by the Safety, Quality & Environment department, the Marine
department, the Technical Support department, the Electrical / Electronic Support department and the Crew
department.
The Finance Pillar is supported by the Accounting & Control department, the Financial department, the Supplies
& Logistics department and Information Technology & Telecommunications department.
The Commercial Pillar is supported by the Hotel Operations & Customer Services department, Marketing
department and Commercial department.
The Administration & Transformation Pillar is supported by the Human Resources & Culture Management
department, Corporate Governance & Compliance department and Organizational Transformation & Risk
Management department.
In addition to the above Pillars, the Group's operations are also supported by the Legal, Insurance & Corporate
Affairs department, the Internal Audit department and the Strategic Planning & New Business Development
department.
Β
. FINANCIAL DEVELOPMENTS AND PERFORMANCE DURING 2022 AND PROSPECTS FOR THE FUTURE
1.
ACTIVITIES REVIEW
Attica Group’s turnover in 2022 increased substantially compared to 2021 outweighing the increase in operating
costs, mainly caused by the steep increase in fuel prices, as a result of the global energy crisis.
In particular, turnover increased by 52.4% compared to 2021 fiscal year against a 49.3% increase in operating
costs. At the same time, gross profit margin increased by 1.8% (12.6% in 2022 against 10.8% in 2021). The
significant increase in turnover stems mainly from the increase in vessels utilization rate in all revenue streams,
underpinned by the lifting, since mid-March 2022, of the state imposed reduced capacity protocol for passengers
(due to Covid-19 restrictions), the increase in number of sailings by 28.6%, as well as, the increase in fares, as a
result of the surge in fuel prices.
The increase in Group’s revenue counterweighed to a great extent the increased operating costs, which were
burdened by the increased fuel prices, as a result of the energy crisis (the average price of fuel oil consumed in
2022 increased by 73% compared to 2021).
The consolidated gross profit of the Group amounted to Euro 66.69mln against a profit of Euro 37.43mln in 2021.
Consolidated EBITDA stood at Euro 57.75mln compared to Euro 41.96mln in 2021, while consolidated EBIT
amounted to Euro 5.86mln against losses of Euro 9.47mln in the corresponding period last year.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
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Moreover, in 2022, consolidated profits after taxes stood at Euro 17.05mln against losses of Euro 13.19mln in
2021. The results recorded in 2022, were positively affected by partial hedging the risk of fuel oil price fluctuation.
The Group performs hedging in fuel oil in the context of the policy approved by the Board of Directors (profits of
Euro 26.65mln in 2022 compared to profits of Euro 12.99mln in 2021).
2. MARKETS AND TRAFFIC VOLUMES
Markets
In 2022, the Group vessels operated within the following geographical segments:
a)
In the international markets: on the routes of Patras–Igoumenitsa–Ancona and Patras-Igoumenitsa-Bari
with an intermediate destination of the port of Corfu during summer months.
Moreover, in February 2022
the Group started operating on the route Patras–Igoumenitsa-Venice.
b)
In the Greek market:
-
Piraeus – Cyclades
-
Piraeus - Dodecanese
-
Piraeus – Heraklion, Crete
-
Piraeus – Chania, Crete
-
Piraeus - North-East Aegean
-
Rafina – Cyclades
-
Thessaloniki/Kavala- North Aegean islands
-
Piraeus – Saronic Gulf islands
-
Volos - Sporades.
Regarding International Routes Patras–Igoumenitsa – Ancona, Patras-Igoumenitsa-Bari, Patras–Igoumenitsa-
Venice as well as on the routes of Heraklion and Chania, the Group operates in a Joint venture with the vessels
of ANEK LINES.
Taffic Volumes
As the State lifted the reduced passenger capacity protocol on board of vessels in mid-March 2022 and in line
with the gradual de-escalation of the pandemic, the Group's traffic volumes significantly increased compared to
2021. In particular, in 2022, the traffic volumes amounted to 6.1mln passengers (4.4.mln passengers in 2021),
1mln private vehicles (0.87mln private vehicles in 2021) and 0.42mln freight units (0.37mln freight units in 2021).
In 2022, the Group’s sailings increased by 28.6 % compared to 2021.
As can be seen from the above figures, there was a significant increase in traffic volumes in all the revenue
categories (passengers, private vehicles, freight units).
More specifically, the development of the traffic volumes is as follows:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 17
On international routes, traffic volumes increased compared to the corresponding period last year, by 78.2% in
passengers, by 87.4% in private vehicles and by 21.8% in freight units. Sailings increased by 19.5% compared to
the corresponding period last year.
Traffic volumes in the domestic routes, increased compared to the corresponding period last year, by 35.2% in
passengers, by 10.1% in private vehicles and by 7.4% in freight units. Sailings increased by 29.3% compared to
the corresponding period last year.
3.
THE GROUP’S STATEMENT OF COMPREHENSIVE INCOME
In 2022 the Group's turnover significantly increased and amounted to Euro 530.24mln compared to Euro
347.91mln in 2021.
In particular, turnover, per geographical area, is as follows:
In the domestic market, the Group's turnover in 2022 amounted to Euro 374.58mln compared to Euro 263.32mln
in 2021, representing an increase of 42.26%.
In international routes, the Group's turnover in the first half of 2022 amounted to Euro 154.10mln compared to
Euro 84.59mln last year, representing an increase of 82.18%.
Domestic Market turnover includes compensations by the competent Ministry with regards to the execution of
public service obligations of Euro 34.12mln (Euro 32.91mln in 2021). In addition, for the year 2021, the turnover
includes compensations of Euro 5.4mln due to Covid-19 for the execution of the minimum required sailings to
facilitate the uninterrupted provision of services. The geographical segment "International Routes" includes
revenues from vessels chartering activities amounting to Euro 9.19mln in 2022 (Euro 5.7mln in 2021).
Operating expenses and other accounts
The Group's operating expenses increased to Euro 463.56mln compared to Euro 310.48mln in 2021. The increase
in operating expenses is mainly due to the increase in the fuel oil price, as the average price of fuel oil consumed
in 2022 was by 73% higher than in 2021, mainly due to the global energy crisis.
Also, the increase in operating expenses is mainly due to increased sailings. Therefore, overall, in 2022 port
expenses increased by 33%, vessels repair & maintenance expenses by 18% and crew expenses by 17%
compared to last year.
The increase in turnover counterweighted the increase in operating expenses, reducing the percentage of
operating expenses on turnover between the years 2022 and 2021 (87% of the Group's turnover in 2022 from
89% in 2021). Consequently, it led to an increase in gross profit (Euro 66.69 million vs. Euro 37.43 million in 2021)
as well as in consolidated earnings before Taxes, Financing, Investment Results and Depreciation (profits of Euro
57.75mln vs. profits of Euro 41.96mln in 2021).
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 18
The Group’s administrative expenses amounted to Euro 32.68mln (6.2% of turnover) compared to Euro 29.93mln
(8.6% of turnover) in 2021.
The Group's distribution expenses amounted to Euro 32.70mln (6.2% of turnover) compared to Euro 22.69mln
(6.5%) in 2021. The increase in distribution expenses arises mainly from the increased commission expenses
due to the significant increase in turnover compared to 2021.
Other operating income stood at Euro 4.55mln compared to Euro 5.72mln in 2021.
Other financial results stood at profit of Euro 26.45mln (profit of Euro 12.07mln in 2021) and mainly include profit
of Euro 26.65mln from fuel hedging transactions (profit of Euro 12.99mln in 2021) that the Company performs in
the context of its policy approved by the Board of Directors. Relevant information is presented in the Notes to the
financial statements for 2022 in the section “Financial Derivatives".
Financial expenses amounted to Euro 20.24 compared to Euro 16.39mln in 2021
pertaining mainly to interest on
loans. The change is mainly due to the increase in the discounted interest rates of the Group's loan liabilities
(
due
to an increase in the Euribor reference rate) compared to 2021. The Group's average interest rate in 2022 stood
at 3.96% compared to 3.32% in 2021.
Financial income in 2022 amounted to Euro 0.25mln compared to Euro 0.30mln in 2021.
The Profits from subsidiary acquisition refer to the acquisition of the owning company of Tinos Beach Hotel,
located in the Cycladic island of Tinos, in the area of Kionia by the 100% Group’s subsidiary "Attica Blue Hospitality
S.M. S. A.”
for a consideration of Euro 5.8 mln, plus costs incurred. The acquisition was funded through bank
financing and own funds. The acquisition resulted in a profit of Euro 3.18mln from the difference between the fair
value and the acquisition consideration (See note 5.3.1 to the financial statements).
In addition, profits of Euro 1.99mln arose in 2022 from the affiliated company Africa Morocco Links (AML), which
is consolidated using the equity method, against losses of Euro 1.41 in 2021.
The parent Company’s participating interest in all subsidiaries of the Group stands at 100%.
In total, in 2022, consolidated profit stood at Euro 17.05mln compared to consolidated losses of Euro 13.19mln in
2021.
The Group‘s revenues are highly seasonal. The highest traffic volume for passengers and vehicles is observed
during the months July to September while the lowest traffic volume for passengers and vehicles is observed
between November and February. On the other hand, freight sales are not significantly affected by seasonality.
4.
BALANCE SHEET AND STATEMENT OF CASH FLOWS
As at 31.12.2022 the Group’s "Property, Plant and Equipment" amounted to Euro 688.04mln compared to Euro
673.84mln on 31.12.2021 and mainly relate to the vessels owned by the Group. The increase is mainly due to
three newly constructed AERO CATAMARAN highspeed vessels, as well as the long-term bareboat charter of
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 19
the Ro-Pax vessel ASTERION II.
The above charter has a term of 5 years with a purchase right at the end and
was recognized based on IFRS 16.
"Goodwill" amounting to Euro 10.78mln (Euro 10.78mln on 31.12.2021) arose from the acquisition of Hellenic
Seaways Single Member Maritime S.A. and its 100% subsidiaries (hereinafter "HSW").
The Group’s "Intangible Assets" amounting to Euro 11.66mln (Euro 11.31mln in 2021) include the Group’s cost
of research and trademarks registration and fair value of the trademark of the acquired company HSW. Moreover,
software programs including the cost of developing the ticket reservation systems, and the cost of purchasing and
developing the Group’s Integrated Information System are also included.
The account "Investments in associates" amounting to Euro 10.78mln (Euro 5.52mln on 31.12.2021) pertains to
the Group's investment in the affiliated company Africa Morocco Links (AML), consolidated under the equity
method. The change is due to Attica Group participation - through its 100% subsidiary company NORDIA M.C. -
in an increase in the share capital of AML with the amount of Euro 3.3mln in cash and participation in the annual
profits of AML.
"Non-current financial receivables" amounting to Euro 7.37mln (Euro 9.09mln on 31.12.2021) relate to the long-
term component of the financial receivables arising from the acquisition and finance lease with resale obligation
of the vessel Morocco Star by the subsidiary Tanger Morocco Maritime S.A. to AML.
"Other non-current assets" amounted to Euro 6.3mln against Euro 6.62mln on 31.12.2021 and include guarantees
and other long-term receivables.
The "Inventory" account increased to Euro 9,39mln from Euro 7.09mln on 31.12.2021. The change in inventory is
due to the increase in the prices of fuel and lubricants.
On 31.12.2022, the account "Trade and other receivables" amounted to Euro 112.01mln versus Euro 91.46mln
on 31.12.2021. The increase in the account is mainly due to the substantial increase in turnover.
"Other current assets" increased to Euro 35.51mln compared to Euro 33.63mln on 31.12.2021. The change is
mainly due to the increase in receivables from vessels’ insurers.
"Financial Derivatives" in current assets (Euro 0.028mln against Euro 4.71mln on 31.12.2021), as well as financial
derivatives in liabilities (Euro 5.93mln against Euro zero on 31.12.2021) refer to partial hedging of the fuel price
fluctuation risk and is measured at fair value. Information regarding the hedging part of the risk exposure related
to changes in fuel price is presented in the section "Financial Derivatives" of the financial statements for the period
1.1.2022 - 31.12.2022.
On 31.12.2022, the Group’s "Cash and cash equivalents" amounted to Euro 87.87mln versus Euro 97.36mln as
at 31.12.2021. The decrease is mainly due to investments and improvements to the Group's vessels ships,
refinancing/repayment of existing loans, distribution of previous years profits as well as capital return to
shareholders.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 20
The total Group’s Equity, attributable to the shareholders of the Parent, amounted to Euro 357.75mln against Euro
361.69mln as at 31.12.2021.
As at 31.12.2022 the Group had total debt liabilities of Euro 497.70mln (long-term debt liabilities Euro 454.14ml
and short-term debt liabilities Euro 43.56mln) against Euro 481.59mln on 31.12.2021 (long-term debt liabilities
Euro 346.36mln and short-term debt liabilities Euro 135.23mln). In 2022, the Group managed to complete long-
term refinancing of all the Group's debt liabilities with contractual maturities in 2022-2023, through bilateral loan
agreements, of five to seven year-year tenor, with three Greek credit institutions, for a total amount of Euro
210mln. The above agreements lead to the reduction of the average interest rate margin of the Group.
As at 31.12.2022 and 31.12.2021, "Long-term provisions" amounted to Euro 1.92mln.
As at 31.12.2022, "Other non-current liabilities" stands at Euro 4.49mln against Euro 11.05mln on 31.12.2021 and
includes tax and insurance liabilities of the Group, which arose during the pandemic, have been settled according
to the current applicable framework and will be paid until 2024.
The account "Suppliers and other liabilities" on 31.12.2022 amounts to Euro 59.21mln against Euro 37.94mln on
31.12.2021. The increase is mainly due to obligations to fuel suppliers.
As at 31.12.2022, "Other current liabilities" amounted to Euro 45.83mln compared to Euro 52.96 on 31.12.2021.
The item mainly includes income carried forward regarding tickets that have already been issued but not used
until the year end, liabilities to insurance companies, other tax obligations as well as well as accrued expenses.
The decrease is mainly related to distribution of previous years profits of Euro 10.79mln to the Company’s
shareholders, according to the decision of the Extraordinary General Meeting held on 23.12.2021.
Cash flows
In 2022, net inflows from operating activities stood at Euro 58.62mln against inflows of Euro 19.32mln in 2021.
Adjustments as well as changes in working capital concerning operating cash, generating net cash flows are
analytically presented in the Statement of Cash Flows for 2022.
In 2022, the Group’s outflows from investing activities stood at Euro 46.37mln compared to outflows of Euro
46.71mln in 2021. Cash outflows in 2022 mainly concern investments and improvements to tangible and intangible
assets, amounting to Euro 37.58mln, participation in the share capital increase of the affiliated company AML
amounting to Euro 3.3mln, as well as to the acquisition of the owning company of Tinos Beach hotel, located in
the Cycladic island of Tinos, in the area of Kionia, by 100% subsidiary of the Group Attica Blue Hospitality S.M.S.A.
In 2022, outflows from the Group’s financing activities stood at Euro 21.71mln compared to inflows of Euro
44.29mln in 2021. Net outflows for the period, of total amount Euro 21.58mln, arose mainly from capital returns
to shareholders as well as previous years’ profits distribution and optional reserves according to the corresponding
decisions of the General Meeting.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 21
Financial Ratios (Alternative Performance Measure “
APMs
”)
The Group’s main financial ratios are presented as follows:
2022
20
21
Current Ratio
Total Current Assets
Total Current Liabilities
1.58
1.03
Debt-Equity Ratio
Total Equity
Total Liabilities
0.57
0.61
Gearing Ratio
Net Debt
Total Capital Employed
0.53
0.52
Net Debt
EBITDA
7.10
9.16
Definitions/Agreements APMs
General Liquidity and Debt-Equity Ratios arise from the items of the Group’s Statement of Financial Position.
EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) is intended to provide useful information
in order to analyse the Group’s operating performance.
Gearing Ratio is used to evaluate the capital structure of the Group and its leverage capacity. Net debt is defined
as short-term borrowings plus long-term borrowings plus short-term component of long-term borrowings less cash
and cash equivalents. Total Capital Employed is defined as Net Debt plus Equity.
Net Debt/EBITDA Ratio is used as another planning tool of the Group's appropriate capital structure in relation to
its ability to generate future cash flows and operating profit. Net Debt and EBITDA are defined above.
5.
FINANCIAL RESULTS OF THE PARENT COMPANY
ATTICA HOLDINGS S.A. is a Holding Company and as such its income arises mainly from dividends and
interests.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 22
As at 31.12.2022, the Company's participating interests amounted to Euro 762.25mln compared to Euro
774.75mln on 31.12.2021. The Company measures its participating interests at fair value. The decrease in
investments arises from the adjustments in fair value valuations of the Group's subsidiaries in 2022.
In 2022, the Company participated in share capital increases of its 100% subsidiaries totaling Euro 50.15mln. The
returns related to the share capital decreases of its 100% subsidiaries amounted Euro 26.95mln.
As at 31.12.2022, "Other current assets" amounted to Euro 3.03mln against Euro 9.92mln as at 31.12.2021. The
decrease is mainly due to the decrease in the Company's restricted deposits provided as collateral for a bank
loan received by its subsidiary.
As at 31.12.2022, "Cash and cash equivalents" amounted to Euro 5.86mln against Euro 45.53mln on 31.12.2021.
The change is mainly due to the participation of share capital increase in 100% subsidiaries, repayment of
contractual installments of existing loans, distribution of profits of previous years as well as capital return to
shareholders.
The Company's "Equity" amounted to Euro 531.00mln against Euro 568.28mln on 31.12.2021.
The Company's "Long-term Debt Liabilities" amount to Euro 231.56mln (Euro 241.88mln on 31.12.2021) and
mainly concern the ATHEX listed common bond loan of the Company of Euro 175mln.
"Short-term Debt Liabilities" amount to Euro 8.15 (Euro 8.04mln on 31.12.2021). In 2022, the Company repaid
Euro 12mln as liabilities arising from the long-term debt.
"Other current liabilities" amounted to Euro 0.18mln against Euro 11.75mln on 31.12.2021. The change is mainly
due to the financial distribution of previous years profits of Euro 10.79mln to the Company's shareholders, in
accordance with the decision of the Extraordinary General Meeting held on 23.12.2021.
In 2022, “Administrative expenses” stood at Euro 1.67mln versus Euro 1.32mln in 2021.
Financial expenses, which mainly concern interest on bond loans, amounted to Euro 10.08mln (Euro 8.8mln in
2021). The change is mainly due to the increase in the Company's borrowings (due to an increase in the Euribor
rate), compared to the previous year.
In 2021, the Company’s "Income form dividends" stood at Euro 20.14 mln (Euro 12.90mln in 2021).
As a result of the above, in 2022, the Company recorded profits of Euro 8.51mln compared to profits of Euro
2.87mln in 2021.
In 2022, the Company recorded outflows from operating activities of Euro 3.05mln compared to outflows of Euro
15.84mln in 2021. The adjustments as well as the changes in the working capital accounts related to the operating
activities are analytically presented in the Statement of Cash Flows.
Outflows from investing activities amounted to Euro 3.01mln compared to outflows of Euro 11.84mln in 2021.
In 2022, the Company’s outflows from financing activities amounted to Euro 33.62mln compared to inflows of
Euro 53.96mln last year. In 2022, net inflows arise mainly from repayment of borrowings and installments of long-
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 23
term loans carried forward and a) distribution of profits and optional reserves and b) capital return to shareholders
according to the relative decisions of the General Meeting.
There are no shares of the parent company owned by Attica Holdings S.A. or its subsidiaries.
The Board of Directors will propose to the Annual General Meeting of Shareholders no dividend distribution.
The companies, in which the parent company holds participating interest, the main financial figures of the Group’s
Interim Financial Statements as well as the Accounting Policies applied by the Group are analytically presented
in “Notes to the Interim Financial Statements” which constitute an integral part of the Annual Financial Report.
6.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Transactions between the Company and its related parties
This section includes the most significant transactions between the Company and its related parties as defined
by IAS 24.
In particular, transactions performed by Attica Holdings S.A. with affiliated companies of the Group within the
period 1.1.2022 – 31.12.2022 are as follows:
The Parent Company participated with the total amount of Euro 50,150k in share capital increases of its 100%
subsidiaries: SUPERFAST ONE INC – the amount of Euro 18,600k, SUPERFAST TWO INC – the amount of
Euro 16,350k,
NORDIA M.C. –
the amount of Euro 3,300k, ATTICA BLUE HOSPITALITY S.A. - the amount of
Euro 11,900 k. The subsidiary BLUE STAR FERRIES SINGLE MEMBER MARITIME S.A. returned to the parent
company share capital amounting to Euro 26,950k.
In 2022, the dividends collected by the Parent Company from its 100% subsidiary ATTICA FERRIES SINGLE
MEMBER MARITIME S.A. amounted to Euro 2,370k, from SUPERFAST ONE INC to Euro 5,300k, from
SUPERFAST TWO INC to Euro 9,000k and from BLUE STAR FERRIES to Euro 3,468k.
As a result of its transactions with the affiliated company AFRICA MOROCCO LINKS, Attica Group had revenue
of Euro 1,823k (Euro 269k in 2021), expenses amounting to Euro 275k while no-expenses were recorded in 2021,
receivables of Euro 15,255k. (Euro 14,878k in 2021) and liabilities of Euro 1,378k (Euro 680k in 2021).
Inter-company transactions in 2022 between Attica Group’s companies are of an administrative nature, and arise
from Attica Group’s own operations in the shipping sector and the need to jointly manage the vessels revenues
and expenses through joint ventures and managing companies, which perform inter-company transactions with
the other companies of the Group.
The intercompany balances as well as revenues and expenses between the Group’s subsidiaries are eliminated
in the consolidated statements.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 24
Intercompany transactions with
PIREAUS BANK Group and the companies of MIG HOLDINGS S.A.
The intercompany transactions and balances of the companies of Attica Group with Piraeus Bank Group (as a
related party with MIG HOLDINGS S.A.) in 2022 are as follows: Revenues Euro 4k, Expenses Euro 7.65k,
Receivables Euro 41,501k, Liabilities Euro 181,815k. The corresponding amounts in were as follows: Revenues
Euro 8k, expenses Euro 6,125k, receivables Euro 52,902k, liabilities Euro 177,373k. The intercompany
transactions with Piraeus Bank Group concern, interest income, bank financial expenses, deposits and loan
liabilities.
No intercompany transaction with
the companies of MIG HOLDINGS S.A. were recorded in 2022.
Remuneration of Executive Officers and Members of the Board of Directors
In 2022, the remuneration of Executive Officers
and Members of the Board of Directors, including gross salaries,
social security costs, potential allowances and other charges amounted to Euro 3.4mln (Euro 3.3mln in 2021).
In addition, in 2022, post-retirement benefits, based on the decision of the General Meeting held on 16.5.2017,
amounted to Euro 0.06mln (Euro 0.06mln in 2021).
Guarantees
The parent company has provided guarantees to the lending banks for the repayment of the loans of the Group's
vessels amounting to Euro 236.58mln (Euro 352.50mln in 2021).
7.
THE GROUP’S SIGNIFICANT EVENTS
Significant events that took place in 2022 and subsequently, until the Annual Financial Statements publication
date, are described below as follows:
Issuance of the Corporate Responsibility Report for the year 2021
On 14.4.2022, Attica Group announced the issuance of the 13th Responsibility and Sustainability Report, which follows
GRI Standards (issue 2021) guidelines of the Global Reporting Initiative. Attica Group was the first company to apply
GRI Standards in the passenger shipping industry worldwide. In addition, the Report incorporates an ESG structure
and analytically presents the compliance of the content with the UN Global Compact’s 10 Principles, the United Nations
Sustainable Development Goals, the ISO26000 International Directives, the ESG Directives of the NASDAQ, the
revised Athens Stock Exchange ESG Reporting Guide 2022 as well as the TCFD (Task Force on Climate-related
Financial Disclosures) recommendations for the first time. In addition, the Report has been examined and certified for
31 main quantitative indicators by the auditing firm Grant Thornton. The Report makes reference to 93 GRI disclosures
and 270 quantitative indicators (against 255 last year) and includes 55 future objectives.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 25
GREEN AWARDS 2022
On 18.4.2022, Attica Group announced its distinction in the GREEN AWARDS 2022 for the Seasmiles Biocard of the
Seasmiles Loyalty & Rewards programme. Attica Group was honoured with the Silver award in the category Green Business
/ Industry Process, Seasmiles BIOCARD, Pillar 3 – Development / Operations / Technology. The Green Awards 2022 were
organized by Boussias Communications under the auspices of the Greek Environmental Scientists Association.
TOURISM AWARDS 2022
On 23.5.2022, the Group announced its distinction in the Tourism Awards 2022 hosted by Boussias Communications
Boussias Communications. In particular, Attica Group was honoured with the following awards: Platinum award in the
category “Sustainability & Covid-Safe Practices & Services”, Gold award in the category “Travel Destinations – Tourist
Attractions”, Silver award in the category “Innovation”, Silver award in the category “Branding/Media/Public Relations”,
Silver award in the category “Digital Tourism & Technology”, Silver award in the category “Branding/Media/Public
Relations”, Bronze award in the category “Digital Tourism & Technology”, Bronze award in the category “Sustainability &
Covid-Safe Practices & Services”, Bronze award in the “Use of Virtual reality//Augmented reality”.
Delivery & first sailings of Aero Highspeed
In 2.6.2022, 17.6.2022 and 13.7.2022, Attica Group announced the delivery of Aero Highspeed 1, 2 & 3, respectively,
built at Brødrene Aa shipyard of Norway. The Aero Highspeed vessels commenced operations on 8.8.2022 on the
Saronic routes, connecting the port of Piraeus with Aegina, Agistri, Poros, Hydra, Spetses, Ermioni and Porto Heli with
17 daily sailings, in replacement of existing Group capacity in the market. The vessels at full load have a maximum
speed of 32.2 knots, total length 36 meters, width 9.7 meters and carrying capacity of 150 passengers. The innovative
interior layout guarantees a high level of comfort and an upgraded service to the passengers.
The total investment cost amounted to Euros 21mln and was financed with equity and bank loans.
Expansion into Hospitality Industry
On 12.7.2022, the Company announced that in the context of expanding its presence in the Greek tourism
industry, it continues its targeted investments in the hotel industry through the acquisition of Tinos Beach Hotel.
In particular, Attica Blue Hospitality S.M.S.A (“Attica Blue Hospitality”), a 100% subsidiary of Attica Group,
acquired the owning company of Tinos Beach Hotel, located in the Cycladic island of Tinos, in the area of Kionia.
Significant change in voting rights under Law 3556/2007
On 19.7.2022, the Company announced transfer of 25,559,429 voting rights, which correspond to 11.8437% of
its total voting rights, from "PIRAEUS BANK S.A.", controlled by ATHEX listed company "PIRAEUS FINANCIAL
HOLDINGS S.A." to the company "STRIX Holdings L.P.".
HEALTH & SAFETY AWARDS 2022
On 10.8.2022, the Group announced its distinction in the Health & Safety Awards 2022 hosted by Boussias
Communications. In particular, Attica Group received the following awards:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 26
- Wellbeing Champion of the Year,
-
Winner in the Transportation sector (Air, Rail, Sea, Public),
-
Gold award in the Disability Facilitate Space category,
-
Silver award in the Healthy & Safe Workplace category,
-
Silver award in the Premises Evacuation category,
-
Silver award in the Activities for Building Health & Safety Culture category,
-
Silver award in the H&S System Update & Performance Improvement category.
Double certification for Attica Group under ISO 45001:2018 international standard
On 12.8.2022, Attica Group announced its certification under the ISO 45001:2018 international standard for the operation of
Group Headquarters, Administrative Support and Vessel Management and implementation of craft maintenance / repair work.
Reorganization of the Board of Directors
On 6.9.2022, the Company announced the resignation of Mr. Michalis Sakelis from the position of Non-Executive
Member of the Company's Board of Directors, as well as from the position of the Member of the Audit Committee.
In replacement of the position, the Board of Directors, at its meeting held on 5.9.2022, decided on appointing Mr.
Ilias Trigas as a Non-Executive Member. The Board of Directors was reconstituted into a body on 5.9.2022, and
the new composition of the Board of Directors as well as the position of every member are as follows: Kyriakos
D. Mageiras - Chairman, Executive Member, - Georgios E. Efstratiadis, Vice Chairman, Non-Executive Member,
-Spyridon Ch. Paschalis, CEO and Deputy Chairman, Executive Member, Ilias Trigas, Non-Executive Member, -
Loukas K. Papazoglou, Independent Non-Executive Member, -Efstratios G. - I. Chatzigiannis, Independent Non-
Executive Member, Maria G. Sarri - Independent Non-Executive Member.
Reorganization of the Board of Directors Committees
Following the resignation of Mr. Michalis Sakellis as a member of the Board of Directors and member of the Audit
Committee, was appointed by the Board of Directors, in replacement of the position, the Board of Directors appointed
Mr. Georgios Efstratiadis as a new member of the Audit Committee. The Committee was reconstituted into a body on
5.9.2022, and the new composition of the Audit Committee as well as the position of every member are as follows: -
Efstratios G - I. Chatzigiannis, Chairman, - Loukas K. Papazoglou, Member, - Georgios E. Efstratiadis, Member. Mr.
Ilias Trigas was elected as a new member of the Remuneration & Nomination Committee in replacement of Mr.
Georgios Efstratiadis. The Committee was reconstituted into a body on 5.9.2022, and the new composition of the
Remuneration & Nomination Committee as well as the position of every member are as follows:- Loukas K.
Papazoglou, Chairman, - Efstratios G- I. Chatzigiannis, Member, - Ilias K. Trigas , Member.
Decisions of the Regular General Meeting 8.9.2022
The Regular General Meeting (RGM) of 8.9.2022, among other matters, approved the revised Remuneration Policy of
the Company (in accordance with articles 110 and 111 of Law 4548/2018), as well as the increase of the Company's
share capital by the amount of €10,790,292.15 by capitalizing part of the special reserve from the issue of premium shares
with an increase in the nominal value of the share from €0.30 to €0.35 and a simultaneous reduction of the share capital
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 27
by the amount of €10,790,292.15, with a corresponding reduction in the nominal value of each share from €0.35 to €0.30
and a return of the amount of the reduction, amounting to €0.05 per share, to the Shareholders.
The Regular General Meeting (RGM) authorized the Board of Directors to decide on the more specific conditions
for the implementation of the decision taken and within the limits of this decision as well as to decide on the
method and date of determining the beneficiaries and on any other matter required to execute the decision. In
addition, off the agenda, the General Meeting announced the election of Mr. Ilias Trigas as a non-executive
member of the Board of Directors, thus filling in a vacant position.
Agreement with Creditors and Shareholders of ANEK
On 21.9.2022, ATTICA HOLDINGS S.A. announced that an agreement has been reached between the Company
and the largest creditors of ANEK S.A. (hereinafter "ANEK") (i.e. "PIRAEUS BANK S.A.", "ALPHA BANK S.A.",
"ASTIR NPL FINANCE 2020-1 DESIGNATED ACTIVITY COMPANY", "CROSS OCEAN AGG COMPANY I"), as
well as with ANEK shareholders representing 57.70% of the total share capital of ANEK ("PIRAEUS BANK S.A.",
"ALPHA BANK S.A.", "ATTICA BANK", "CROSS OCEAN AGG COMPANY I" and "VARMIN S.A.").
The agreement provides for the following:
a) the merger by absorption of ANEK by the Company at an exchange ratio of one (1) common or preference
share of ANEK to 0.1217 new common registered shares of ATTICA and
b) the payment by the post merger entity of the amount of EUR 80,000,000 in full and complete repayment of
ANEK's loan obligations to the above creditors (outstanding capital in an amount of € 236,419,251.23 plus total
outstanding interest accrued on the date of completion of the intended transaction).
The agreement was executed on 23.9.2022.
Commencement of the merger process between ATTICA HOLDINGS S.A. and ANEK S.A.
ATTICA HOLDINGS S.A., further to the announcement made on 23.9.2022 regarding the formal execution of the
agreement between the Company on the one part and the largest shareholders and creditors of "ANEK S.A.”
(hereinafter "ANEK") on the other, concerning the merger through absorption of ANEK by the Company,
announces that the Board of Directors of ATTICA decided on 26.9.2022, the commencement of the process of
merger through absorption of ANEK by ATTICA, in accordance with the provisions of Law 4601/2019, Law
4548/2018 and other applicable legislation. The 31st of December 2021 was set as transformation date.
The Company was informed that a corresponding decision was taken by the Board of Directors of ANEK.
The merger is subject to the usual on such cases conditions and approvals of the competent corporate bodies, as well as
of the Competition Commission. UBS Europe SE served as financial advisor to Attica on the above mentioned agreement.
Agreement for long-term debt refinancing totaling Euro €210mln
On 05.10.22, the Group announces that has entered into bilateral credit facilities with three Greek credit
institutions for a total amount of Euro 210mln and tenors from five to seven years, successfully concluding the
long-term refinancing of all Group's credit facilities maturing in 2022- 2023.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 28
Credit rating upgrade
On 01.11.2022, the Company, in line with the provisions of the Common Bond Loan issued on 26.07.2019,
announces that ICAP S.A., pursuant to its regular reassessment of the Company, upgraded its credit rating by
one (1) notch by assigning it a
ΑΑ
credit rating (low credit risk zone).
Awards for Attica Group in Greek Hospitality Awards 2022
On 03.11.22, the Company announces its distinction with three awards in Greek Hospitality Awards 2022. Attica
Group received two gold awards in the categories "Best Greek Coastal Shipping Company" and "Best Internet
Sales Channel" and a bronze award in the category "Best Digital Advertising and Performance Campaign".
Capital return to shareholders starting payment on 21 November 2022
On 04.11.22, the Company, following the decision of the Regular General Meeting of Shareholders as of 8
September 2022 to increase the share capital of the Company by the amount of Euro 10,790,292.15 by
capitalizing part of the special reserves from the issue of share premium with an increase in the nominal value of
the share from Euro 0.30 to Euro 0.35 and a simultaneous reduction of the share capital by the amount of Euro
10,790,292.15, with a corresponding decrease in the nominal value of the share from Euro 0.35 to Euro 0.30 and
return of the amount of the reduction of Euro 0.05 per share to the Shareholders, announced the special conditions
of the return of the total amount of Euro 10,790,292.15 to the beneficiaries, with a start date for the payment of
the return of capital on Monday, November 21, 2022.
AERO Highspeed distinctions in LLOYD’S LIST 2022
On 12.12.2022 the Company announced the awarding of AERO Highspeed 1, 2 & 3 as "SHIPS OF THE YEAR"
at the Lloyd's List Greek Shipping Awards 2022, which are intended to honor achievement in the Greek shipping
community and which took place on Friday, December 2, 2022.
CORPORATE RESPONSIBILITY REPORTING AWARDS 2022
On 21.12.22 the Company announced its triple distinction at the CORPORATE RESPONSIBILITY REPORTING
AWARDS 2022 organized by the organization Corporate Register Limited, the largest online directory of
Responsibility Reports internationally. In particular, the Company was awarded:
4
th
globally & 1
st
in Europe in the category “Best ESG Report”
7
th
globally & 2
nd
in Europe in the category “Openness & Honesty”
6
th
globally & 4
th
in Europe in the category “Credibility through assurance”
Imminent change in the Company's shareholder composition
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
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On 22.2.2023, the "BANK OF PIRAEUS S.A." under the distinctive title "BANK OF PIRAEUS" announced the
submission of a mandatory public offer, in accordance with Law 3461/2006, as currently effective, to all holders
of common nominal, intangible, voting shares of the Greek company under the title "ATTICA HOLDINGS S.A."
and distinctive title "ATTICA GROUP", for the acquisition of all their shares.
On 21.03.2023, the Company announced that the Prospectus was approved and publicized and the term defined
for the acceptance
of the mandatory public offer of the company "PIRAEUS BANK S.A." towards the shareholders
of the company "ATTICA HOLDINGS S.A. " for acquisition of all their common nominal shares against a
consideration of Euro 1.855 per share.
The Prospectus makes reference to the fact, inter alia, that given the relative announcement made by MIG on
13.12.2022, MIG accepted the proposal of “STRIX Holdings L.P.”, bondholder – owner of the entirety of the bonds
a) of the common bond loan issued by MIG on 14.05.2021,
and b) the convertible bond loan issued by MIG on
31.07.2017 for the exchange of the entirety of the bonds owned by STRIX and issued by MIG, for MIG’s total
direct and indirect shareholding in the Company, i.e. 22,241,173 shares representing 10.31% in the Company’s
share capital, directly owned by MIG, and the entirety of the shares of the Company’s wholly owned subsidiary
“MIG SHIPPING S.A.”, which owns 149,072,510 shares representing 69.07% in the Company’s share capital.
The Re-iterative Extraordinary General Meeting of MIG Shareholders held on 03.03.2023 approved the disposal
of MIG's total (direct and indirect) investment in ATTICA to “STRIX Holdings L.P.” in exchange for transferring to
MIG all its issued bond loans. Following the successful completion of the transaction, STRIX Holdings L.P. will be
legally liable to submit a mandatory public proposal for the acquisition of all the Company's shares.
Agreement for the acquisition of RoRo Clementine from CldN Ferries NV
On 29.3.2023 the Company announced the agreement for the acquisition of the Ro-Ro vessel Clementine from
CldN Ferries NV for a cash consideration of Euro 13.4 million in total. The delivery of the vessel is scheduled to
take place in the summer 2023.
8.
PROSPECTS AND BUSINESS DEVELOPMENTS FOR 2023
In accordance with the Group's business strategy, the Management set strategic goals for 2023, which, in
summary, are as follows per segment:
•
Organic growth through expansion into new markets and/or segments
•
Upgrading the Product through investments in New Vessels, Innovation & Environment
•
Personalization and enhancement of our customers' travel experience
•
Digitization of tasks, services & utilization of digital data for decision-making
•
Renewal and homogenization of Policies, Procedures & Culture
In any case, accurate estimations concerning the Group's performance for 2023 cannot be made, given the
various uncertainties surrounding the European and global economy, in particular with regards to strong
inflationary pressures, which drive central banks to increase interest rates and exercise a restrictive monetary
policy. It should be noted, that on 16.03.2023 the European Central Bank once again increased the interest rate
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by 50 basis points, pushing the Bank's base interest rate to 3.5%.
The above uncertainties are further
increased
by the ongoing war in Ukraine.
C. MAIN RISKS AND UNCERTAINTIES
This section presents the main risks and uncertainties regarding the Group’s business operations:
Risks related to financial and market conditions in our country
The Group’s operations are significantly affected by the amount of disposable income and consumer spending
which, in turn, are affected by the prevailing economic conditions in Greece. Shipping is sensitive to the effects of
any economic decline in either the Greek economy or the tourism market or even emergencies such as the
COVID-19 pandemic and military conflicts in Europe, which could lead to a decrease in disposable income and
reduced demand that, combined with a possible surplus supply, would lead to reduced fares and capacity
utilization, adversely affecting the Group’s profitability.
Liquidity risk
The Group manages its liquidity needs on a daily basis through systematically monitoring its short and long-term
financial liabilities. Furthermore, the Group constantly monitors the maturity of its receivables and payables.
At the same time, the Group continuously monitors the maturity of receivables and liabilities in order to maintain
a balance between capital continuity and flexibility through its bank creditworthiness.
On 31.12.2022, the maturity of the Group’s short-term liabilities for a period of six (6) months was Euro 136.13mln
(Euro 118.06mln on 31.12.2021) while the maturity for short-term liabilities from six (6) to twelve (12) months was
Euro 18.63mln (Euro 108.42mln on 31.12.2021).
It is noted that Group’s liquidity position completely covers the requirements of the Group for the next 12 months.
Fuel prices fluctuation risk
In line with all the companies operating in the passenger shipping segment, the Group is significantly affected by
the fluctuation of fuel prices, especially in the current period where the energy crisis prolongs mainly due to the
ongoing war in Ukraine. It should be noted that the cost of marine fuel and lubricants is by far the most significant
operating cost, representing in 2022 approximately 57% of the Group's cost of sales. Indicatively, a change in fuel
prices by 10% on an annual basis would have an effect of approximately Euro 25.71mln on the Group's income
statement and equity.
In addition, from 1.1.2020, the new Regulation of the International Maritime Organization came into force, which
requires that the maximum percentage of sulphur in marine fuels should not exceed 0.5%, except for vessels with
scrubbers system, where fuel consumption with a sulphur content of up to 3.5% is permitted. The price of sulphur
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fuels up to 0.5% imposed by the new Regulation is significantly higher than the price of fuels with sulphur content
of 3.5% and 1% used by the Group until 31.12.2019, which has led to increase in the cost of marine fuels.
It is to be noted, that the energy crisis experienced by the global economy has significantly surged fuel prices in
2022. Indicatively, the average price per metric ton of marine fuel consumed by the Group in 2022 increased by
73% compared to 2021.
The management monitors actively the developments and implements a series of measures aiming to reduce
operational costs including partial hedging of the risk of fuel price fluctuation.
Interest rate fluctuation risk
The Group is exposed to interest rate fluctuations with regard to its bank borrowings, subject to a variable Euribor
rate.
In general, the present global economic climate is not favorable for capital-intensive businesses, due to strong
inflationary pressures experienced globally, which drive central banks to take successive decisions to increase
benchmark interest rates while implementing restrictive monetary policy.
Indicatively, a change in the interest rate by 1% would have an effect
up to approximately € 2.96mln on the Group’s
income statement and equity on an annual basis.
Foreign currency risk
The Group’s functional currency is Euro. The Group is affected by the exchange rates fluctuations to the extent
that the fuel purchased for the operation of the vessels is traded internationally in U.S. Dollars. The Group is also
affected by exchange rates due to its participating interest in the affiliated company AML and the 100% subsidiary
Tanger Morocco Maritime S.A., whose currency is expressed in Moroccan Dirhams. These investments are
subject to the respective exchange rates fluctuations.
Credit risk
The Group has no significant credit risk concentrations however, due to its large number of customers, is exposed
to credit risk and, therefore, has established credit control procedures in order to minimize bad debt. Specifically,
the Group has defined credit limits and specific credit policies for all its customers’ categories, while it has obtained
bank guarantees from major central ticket issuing agents, in order to secure its trade receivables. Furthermore,
the Group monitors the balances of its customers and assesses respective provisions. In this respect, potential
inability of the customers to fulfil their obligations may affect the Group's results through relevant provisions.
Capital risk management
The Group’s objective in capital management is to facilitate its ability to continue as a going concern in order to
ensure returns for shareholders and benefits of other stakeholders related to the Group and to maintain an optimal
capital structure in order to decrease the capital costs.
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The Group has significant loan liabilities as investments for vessels’ acquisition and energy efficiency investments
require significant capital, which is largely financed through bank loans, in accordance with the usual practice
widespread in the maritime sector.
The Group's ability to service and repay its loans depends on its ability to generate cash flows in the future, which
- to some extent - depends on factors such as general economic conditions, competition and other uncertainties.
The Group monitors its capital based on the gearing rate. This rate is calculated by dividing the net borrowings
by the total capital. On 31.12.2022, the gearing rate is 53%, compared to 52% on 31.12.2021.
Competition
The Group operates on routes with intense competition, which can further intensify by competitors’ efforts to
capture higher market shares in already mature markets.
The routes with intense competition, along which the Group operated in 2022, as well as its most significant
competitors are the following:
-
Grimaldi Lines, at International routes in the Adriatic,
-
Anek Lines, Aegean Speed Lines, Sea Jets, Fast Ferries and Golden Star Ferries at Piraeus – Cyclades route,
-
Fast Ferries and Golden Star Ferries at Rafina - Cyclades route,
-
Anek Lines at Piraeus - Dodekanese route,
-
Minoan Lines at Piraeus - Crete route,
-
Sea Jets and ANES FERRIES in Sporades,
-
Saronic Gulf Vessels Joint Venture, Aegean Flying Dolphins, ANES FERRIES, Alpha Lines in Saronic Gulf.
Risk of accidents
The Group's vessels and generally the entire maritime sector, due to the nature of their operations, are subject to
the above risk, which may have a negative effect on the results, the reputation, the customer base or/and the
operation of the Group. The Group's vessels are covered by hull and machinery, protection and indemnity and
war risks insurances.
Seasonality
The Group’s sales are highly seasonal. The highest traffic for passengers and vehicles is observed during the
months between July and September, while the lowest traffic for passengers and vehicles is observed between
November and February. In contrast, freight sales are not significantly affected by seasonality.
Risks from climate change
Climate change related risks might affect the Group's operations. The Group's Risk Register identifies and
monitors the risks related to "Climate change & effects on weather conditions" as well as "Changes in the
environmental protection regulatory framework". The implementation of the environmental strategy has already
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started this year with the definition of strategic objectives concerning reduction of pollutant emissions, making
provisions for installation of energy efficiency equipment on board the vessels as well as implementation of
specific actions that reduce the Group's environmental footprint.
COVID-
19 pandemic
Covid-19 pandemic has been de-escalating and, therefore, in March 2022, the State lifted the restrictive measures
on movement of passengers on vessels. Although the pandemic now appears to have a limited effect on the
Group's operations, if the pandemic re-escalate, it could lead to new restrictive measures significantly affecting
passenger shipping as well.
The Management expects the pandemic to have a limited effect on the Group's operations in the current financial
year. Nevertheless, it has already identified potential risks arising from the pandemic and monitors their
development closely. Moreover, the Management constantly evaluates all the new related data in order to proceed
with additional countermeasures, if deemed necessary. Its main concern is to protect the Group's financial position
and render the best possible service to its passengers and local communities.
D. NON-FINANCIAL REPORTING
Responsibility and Sustainable Development (including ESG, Environmental, Social, Governance) hold a
significant position in the Group's business model and greatly affect business decision making. We realize that
the way in which we perform our operations and make decisions affect a wide range of individuals, groups and
organizations - our social partners, with whom we keep on-going contact and communication. In particular,
Responsibility and the related actions have constituted a priority to the Group since 2006, when we actively
coordinated developing actions aimed at benefiting society and social partners.
Attica Group was the first passenger shipping company worldwide that issued and continues to issue a Corporate
Responsibility Report based on the GRI Standards guidelines of the Global Reporting Initiative. Through this
Report, we are trying to meet the expectations of our social partners in a two-way communication framework,
presenting our progress in respect of the essential areas of our operations, in line with initiatives and actions,
implemented in order to ensure the responsible operation of the Group.
In particular, Attica Group has adopted an integrative approach regarding the Responsibility related issues, at all
the hierarchy levels. The Chief Executive Officer has overall responsibility for Responsibility and Sustainable
Development issues at the Board of Directors level. At Top Management level, the Chief Administration &
Transformation Officer is responsible, while as far as the coordination level is concerned, the Responsibility Team
is in charge of planning, coordinating and implementing the Strategy for Responsibility and Sustainable
Development, while at the same time cooperating with the other departments for implementation of the Corporate
Responsibility and Sustainable Development Action Plan.
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1.
ESG MODEL
Our main commitment is to operate responsibly throughout our entire business operations and harmoniously
collaborate with our Social Partners in order to generate mutual long-term value. In this context, we have
developed a Sustainable Development Policy that describes our principles regarding sustainable development
and management of social and environmental issues as well as the governance issues (ESG) regarding 3 main
pillars (Governance, Social, Environment) and 5 Units (Management, Society, Employees, Customers,
Environment).
2. STAKEHOLDERS
The way we operate and the decisions we make affect a wide range of individuals, groups, and organisations
known as Stakeholders. The following table summarises the categories of Stakeholders affected by our operations
and the way we maintain ongoing contact and communication with them to ensure that we generate value for our
stakeholders and respond to the most significant issues they raise.
Stakeholders
Develop dialogue within
continuing operations (unless otherwise specified)
DIRECT
Employees
•
Survey of employee opinions (annual)
•
Performance Evaluation (annual)
•
Events/Meetings
•
Trainings
•
Negotiations with the Workers' Unions (through the Association of
Passenger Shipping Companies - APSC)
•
Corporate Intranet
Shareholders
•
General Meeting of Shareholders (annual/extraordinary)
•
Websites
•
Meetings
Customers
•
Quality Survey of Coastal Shipping (every 2-3 years)
•
Quantitative Coastal Shipping Survey (every 2-3 years)
•
Customer service department
•
Websites
ENVIROMENT PILLAR
Passenger Safety
Society Support
Employment Conditions
Environmental Impact
1.Safety & Security
1.Economic Growth
1.Resources & Employment
1.Air Quality & Climate Change
2.Responsible Communication
2.Society Support
2.Health & Safety
2.Raw Materials & Solid Waste
3.Quality & Satisfaction
3.Responsible Procurement
3.Equality & Diversity
3.Water & Liquid Waste
4.Training & Development
4.Biodiversity & Vessel Rippling
1.Corporate Governance
2.Corporate Responsibility & Sustainability
3.Materiality & Stakeholders
SOCIAL PILLAR
GOVERNANCE PILLAR
Responsible Management
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•
Satisfaction/Complaint Questionnaires
•
Social media
•
Newsletters
Sales Network
•
Events/Meetings
•
Information systems
•
Online portal of travel agents
•
Websites
•
Network satisfaction survey (every 2-3 years)
Suppliers
•
Evaluation of suppliers
•
Meetings
•
Contracts
INDIRECT
State
(e.g.
Ministries,
Local
Government,
Public Services, Port Authorities)
•
Discussion with representatives at national and local level
•
Meetings/Presentations
•
Participation in institutions and organizations
•
Vessels inspections
•
Official communication
Associations and Unions
(e.g.
Industry
Associations,
Hotel
Associations)
•
Participation in associations
•
Meetings/Presentations
•
Discussion with representatives at national and local level
•
Official communication
Local Communities
(e.g. islands)
•
Quality Survey of Coastal Shipping (every 2-3 years)
•
Quantity Survey of Coastal Shipping (every 2-3 years)
•
Meetings/Presentations
•
Support for local programs
Citizens
•
Quality Survey of Coastal Shipping (every 2-3 years)
•
Quantity Survey of Coastal Shipping (every 2-3 years)
•
Websites
•
Social media
Non-Governmental
Organizations
(NGOs)
•
Entering into partnerships
•
Meetings/Presentations
•
Joint actions
Mass Media (Media)
•
Press Releases
•
Press conferences
•
Websites
3.
MATERIAL ISSUES
The Group through a materiality study, identifies, evaluates and prioritizes the most significant issues related to
the actual or potential impact its operations can have on each of the aforementioned focus areas, taking into
account, inter alia, the interests of important stakeholders, in order to organize ESG issues more effectively and
manage them in a meaningful and systematic way.
4.
ΕSG
– EMPHASIS OF MATTER 2022
ENVIRONMENT
We have invested Euro 21mln in the construction of 3 state-of-the-art Aero Catamaran vessels, launched in
August 2022 on the Saronic routes to replace older technology vessels, thus contributing to the reduction of the
environmental footprint, through lower fuel consumption and reduced gas emissions, due to the lighter
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construction material used (carbon-fiber), as well as installing solar panels to meet lighting and electricity needs
of on-board hotel services.
Our flagship program regarding Environmental actions includes activities related to the decontaminations of
seabed and protection of the environment.
Following the first action in Naxos in 2021, in 2022 we implemented 3 corresponding actions:
•
In Kos, 45 volunteers of the Group and 25 volunteers of Aegean Rebreath organization and the NGO
"NISYRIOS" participated in cleaning the Psalidi beach and the marina near the Venetian castle of
Neratziotissa, in collaboration with the Municipality of Kos and the Port Fund of Kos.
•
In Santorini, volunteers of the Group and volunteers of Aegean Rebreath organization participated in
cleaning the fishing shelter of Vlychada, in collaboration with the Port Fund of Thira.
•
In Paros, 59 volunteers of the Group, 7 family members and 28 volunteers of Aegean Rebreath
organization participated in cleaning the fishing shelters in Parikia and Naoussa, in collaboration with the
Municipality of Paros and the support of the diving center H2O Diving Nomads Paros.
The divers collected from the seabed and sorted out the following items:
•
2,389 various recyclable items.
•
2,722 plastics and synthetic polymers.
•
6.5 sacks of plastic bags.
•
11 bags with various plastic items.
•
162 wheel tires and other items made of rubber
•
269 items of fabric, blankets, rugs and carpets.
•
1,932 metal objects.
•
919 glass/ceramic objects.
•
5 rope bags.
•
700 kg nets.
•
1 boat 4 meters long.
•
1 recycling bin.
•
11 bicycles.
•
1.5 soch with foam.
In addition:
•
During our action in Santorini, a volunteer employee of the Group informed approximately 70 children
about proper waste management and the benefits of recycling. The children also participated in a plastic
recycling workshop held by Athens Makerspace team.
•
In Paros, sampling was carried out to detect and collect micro-plastics from Xifara beach, near Naoussa.
In total, the plastic waste collected from the decontamination of the seabeds from the 3 clean-up actions
amounted to 346 kg.
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•
In 2022, we supplied refurbished electronic equipment, with related supplies for offices and vessels in
2022 including a total of 116 devices and 42 electronic equipment peripherals.
•
We were the first shipping passenger group in Greece to use biodegradable Seasmiles BIO-PVC cards,
having collected and recycled during the period 2021-2022 over 212,000 plastic cards, corresponding to
approximately 1,256 kg of plastic.
•
In 2022, the water consumption index is 0.045 m3/passenger, compared to 0.051 m3/passenger in 2021.
SOCIETY
According to a survey conducted in 2022 in our onshore personnel:
•
85% of our people agree that our Group is trustful.
•
66% of our people agree that our Group respects the balance of personal and professional life.
We re-introduced the Behavioral Based Safety Program based on the behavior assessment for crew and
passengers safety, in which 390 Officers participated in the period 2020-2022.
We implement a certified Occupational Health and Safety Management System according to ISO 45001 Standard,
which covers 100% of employees and onshore employees (outsourcing employees).
We implemented interactive e-learning courses for onshore personnel (including newly hired employees), more
specifically:
•
In Corporate Responsibility issues through the e-learning course 'Let's us Think...' our employees
strengthen their knowledge, facilitate their thinking and improve their attitude in relation to Corporate
Responsibility. The performance rate of 84.6% of allthe exceeds 60%. In addition, in the period 2020-
2022, we conducted the relevant training for 193 Officers and Captains of our vessels, with 84% of all the
participants exceeding 60%.
•
In the period 2020-2022, in Code of Conduct and Anti-Corruption Regulation with 81.9% and 80.3%
respectively of the participants receiving a grade above 70%.
In 2022, in Human Rights and Equal Treatment with 83% and 81% of onshore personnel participating
respectively.
At the same time, we collaborated with specialized companies in the framework of the "Inmarsat Ferry Open
Innovation Challenge: crew training and entertainment" competition to implement digital solutions in order to
improve training and entertainment of marine employees in the following areas:
•
Training the new crew members.
•
Training in safety and regulatory issues.
•
Training in passenger service.
•
Entertainment of the crew in their free time.
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We provided a total of 101,237 discount tickets, compared to 57,040 in 2021, amounting to over Euro 2.59mln
for athletic, cultural and educational events, benefiting thousands more citizens who participated in or attended
the actions and activities we supported.
We collaborated with AEGEAN REBREATH for the implementation of the environmental conference "Climate
Change and Today's Challenges" in Amorgos, with a total of 38 participants.
We held an information day in Nisyros and an information campaign supporting the candidacy of Nisyros for
inclusion in the “World Geoparks network of UNESCO".
For the 5th consecutive year, we implemented the initiative "Greek Communities of Italy - A journey through
letters".
We offered portions of cooked food on a daily basis, throughout the year, to the non-profit organization FAROS
ELPIDAS.
We implemented the "First Aid" program for the 9th consecutive year in collaboration with the Voluntary Crisis
Rescue Team (E.D.O.K.), with First Aid seminars for a total of 82 participants in Patmos and Koufonisia.
We sent 598 medicines collected by our vessels to island community pharmacies.
We held the 2nd "One Group One Crew" charity football match with the participation of 36 employees (from offices
and vessels), to support the Association of Seafarers' Parents of Children with Special Needs "ARGO". In addition,
we placed special employee donation collection boxes in the 2 office buildings, who could also deposit their
donations directly into the Association's bank account, as well as our sailors.
In 2022, we donated surplus hardware and equipment to schools and charities, with related donations including
12 sets of computers mainly to island schools.
We allocated 13.79% of total procurement spend to small and medium suppliers (up to 50 employees).
We received 128 inspections on our vessels for pandemic protection measures, 49 for food hygiene and safety
and 29 for the implementation of the Smoking Act, with no incidents of non-compliance.
GOVERNANCE
We developed the three-year Strategic Plan ESG 2021-2023 and the quantitative targets for the ESG 2023 level
have been included as a target in the official Performance Evaluation of the Group’s CEO and Key Executives.
We have established a Conflict of Interest Management Framework comprising policies, procedures and control
mechanisms for the prevention, detection and management of existing and potential conflicts of interest between
the BoD members and corporate interests.
We have developed a Complaints and Investigation Procedure to ensure that each Social Partner can report - by
name or anonymously – a potential violation of corporate policies, procedures or legislation, by mail, in a
specifically established e-mail address or by filling in the Reporting Form to the Group’s Transparency Committee.
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According to a survey conducted in our on-shore personnel:

69% of employees agree that our Group systematically addresses ESG issues.

79% of employees agree that our Group does not tolerate incidences of corruption.
5.
ESC RESPONSIBILITY & SUSTAINABLE DEVELOPMENT ISSUES
The following key non-financial issues are related to long-term sustainability and are essential to the Group, our
shareholders and our social partners. The most important actions of the Group, taking into account the
expectations of key stakeholders, are presented below as well.
ENVIRONMENT PILLAR
Our key commitment is to incorporate principles of sustainable development into our procedures and implement
environmentally friendly business practices, aiming in minimizing the environmental impact that inevitably results
from our operations. In collaboration with the Lloyds Register, our Group conduct the strategic planning for
decarbonization.
As part of this commitment, we assess the environmental issues we face each year and seek to minimize their
impact on the environment. The most important of such issues are related to air quality & energy consumption,
use of raw materials & solid waste, water consumption & liquid waste.
Air quality and climatic change
We seek to operate responsibly towards the environment and perform our activities in a way that reduces our
environmental impact.
In 2020, the European Council agreed to reduce net greenhouse gas emissions in the countries of the European
Union by at least 55% until 2030, while in 2021 the package of revised legislation "Fit For 55" was approved. The
new regulations include the implementation methods of climate commitments and available financial tools in
energy and environmental matters. At the same time, in 2023 the new IMO regulations for reduction of carbon
dioxide emissions from vessels is implemented, thus presenting challenges for the passenger marine segment
worldwide.
In the context of our compliance with the new regulatory framework, we developed and adopted an Environmental
Strategy consisting of 8 key Principles with short-term, medium-term, and long-term practices and actions.
Environmental Strategy Principles
1. We adopt a responsible strategy towards the environment, our passengers, our shareholders and
stakeholders in general
2. We adopt ESG reporting standards to ensure transparency and continuous improvement of our
performance
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3.
In the short term, we modify our sailings and reduce our vessel speeds to decrease emissions and
regulatory compliance costs while minimizing the impact on our market share, our passengers and our
shareholders
4.
In the short term, we adopt the most effective Energy Improvement technologies that reduce our energy
consumption and emissions
5.
In the short term, we strengthen our Risk Management practices to address the volatility of fuel prices
and the Carbon Dioxide Emission Rights market
6.
In the medium term, we ensure that both our existing fleet and our newly constructed vessels have fuel
flexibility. Therefore, we invest in supplier partnerships and technology solutions that can combine both
traditional and alternative fuels
7.
In the medium term, we develop the services and products we offer to customers with a greater emphasis
on reducing emissions
8.
In the long term, we invest in Zero Emission Vessels (ZEVs)
We developed a decarbonization plan with specific actions and objectives until 2030 (such as installation of energy
improvement technologies on vessels, power supply from shore to vessels during their docking).
We evaluate annually our impact on the environment, through the Environmental Management System that we
apply, which is certified according to ISO14001.
We have certified all of our vessels for the proper and systematic monitoring, recording and disclosure of carbon
dioxide emissions according to the provisions of the European Regulation EU MRV 757/2015.
We completed and at the same time certified the technical files for the energy efficiency of the vessels on the
Adriatic lines, as required by the Energy Efficiency Existing ship Index (EEXI) of the International Maritime
Organization (IMO).
We calculate the greenhouse gas emissions per energy source we use, most of which pertain to fuel oil (both for
shipping fuels and on-board electricity generation) and electricity (for office operations) in order to identify areas
where our environmental impact can be reduced.
We take actions that reduce our impact on gaseous pollutants mainly from the operation of the vessels engines.
We seek to reduce our impact on the ozone layer applying environmentally friendly refrigerants in our refrigerators
and freezers, as well as through our cooperation with the suppliers that do not use refrigerants as materials which
have a significant effect on the ozone layer.
We strive to reduce noise pollution, since vessel docking and operation can be a potential source of noise.
Indicatively, we ensure the use of machinery and mechanical equipment, which comply with the required
standards on noise levels.
We take action to raise awareness and facilitate active participation of our employees and customers in protecting
the environment.
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Climate change risk management
We recognize our responsibility to reduce greenhouse gas emissions. Therefore, we systematically monitor the
risks related to climate change through Risk Registers (which include natural risks, e.g. extreme weather events,
as well as risks from transition, e.g. legislative and regulatory framework, alternative fuel production and
distribution infrastructure) and examine energy saving opportunities (e.g. through technology, case studies,
benchmarking).
Raw Materials and Solid Waste
We recognize that raw materials are not inexhaustible, but finite, and prioritize the use of natural resources as
efficiently as possible. To achieve this, we implement programs to monitor use of materials, reduce materials
used, reuse materials, recycle materials and dispose materials properly.
We have certified our vessels in accordance with the European Ship Recycling Regulation (EU SRR), controlling
the supplies of hazardous materials on our vessels and noting in an inventory list the points and quantities of
hazardous materials, which concern lead batteries on vessels.
We received the Statement of Compliance on Inventory of Hazardous Materials in accordance with the Hong
Kong International Convention for the Safe for the Sale and Environmentally Sound Recycling, 2009.
As part of our efforts for rational use of natural resources, we implement initiatives to reduce use of materials,
within the context of our efforts for efficient use of natural resources, such as the use of multi-machines, most of
which are recycled and reconstructed, the use of reconstructed electronic equipment, the efficient use of spare
parts and other supplies (such as consumables) etc.
We take care of the reuse of consumables, where possible.
We recycle materials (such as paper, batteries, toners, electronic equipment, medical equipment and lubricants),
related to our activities and arising from the operation of our offices and vessels, where possible.
We apply rational management of solid waste and the waste generated by the operation of our vessels.
Water and Liquid Waste
We seek to contribute in the long term to better water management and monitor water consumption extensively
using, among others, seawater on board of vessels after appropriate treatment, perform only absolutely necessary
external cleaning, in case of rain or bad weather and we put special labels to remind our passengers and
employees about the responsible use of water in the accommodation, hygiene and catering of our vessels Blue
Star Ferries, Superfast Ferries and Hellenic Seaways, as well as in our offices.
We have established a procedure to supply, manage safely and sample drinking water, in order to ensure the
quality of water used and consumed onboard our vessels.
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We have equipped all our vessels with ‘Shipboard Oil Pollution Emergency Plan’ (SOPEP) to effectively respond
to any pollution incident or risk of pollution, which may arise during the vessel’s fuel supply or due to an accident
(e.g. collision, grounding).
We rationally manage liquid waste. Our vessels have Sewage Pollution Prevention Certificate in accordance with
the provisions of Law 1269/82 and Presidential Decree 400/96.
•
We properly manage liquid waste, as we regularly monitor operation of wastewater treatment systems,
deliver all liquid waste from our vessels to licensed contractors within ports, comply with relevant
regulations regarding bilge and ballast water management and have equipped our vessels with certified
wastewater treatment systems regarding discharge parameters (coliforms and total suspended solids)
and we deliver liquid waste to appropriate reception facilities of licensed contractors within ports.
•
We recognize the importance of marine biodiversity and our obligation to reduce the risk of disrupting it
and we are taking action to protect it.
We comply with legislation and adhere to the cruising speed limits defined by the relevant provisions, in order to
minimize the respective impact as vessel navigation while approaching or exiting ports inevitably creates rippling.
SOCIETY PILLAR
Society
We commit to combine our business success with our country’s and partners’ development, as well as support
local communities affected by our operations, in order to contribute substantially in the improvement of our society
in general. In particular:
•
We contribute through our business operation in generating significant economic value for our social
partners, while we transport food products and materials to islands, in order to develop local economies
and tourism.
•
We seek to create and maintain working positions, as well as develop the professional skills of our
employees.
•
We identify, determine and support needs of local communities through various means, social actions
and social support programs.
•
We plan and implement or support social actions, in the context of our social contribution.
•
We cultivate the concept of contribution and voluntary offer among our employees.
•
We place special emphasis on our educational contribution and support the professional development of
young people.
•
We recognize, manage and reduce potential or actual negative effects that our operations may have to
local communities where we operate.
•
We give priority to domestic suppliers.
•
As our suppliers influence our responsible operation, we fully acknowledge our moral obligation to
positively influence our supply chain and promote the principles of responsible operation to our suppliers.
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-
To implement the principles of responsible operation throughout our supply chain, we have developed a
Code of Conduct for Suppliers/Partners as well as a single Procurement Process, which defines
responsibilities of our suppliers and partners, and establishes supplier selection criteria for products and
services.
Employees
We cultivate among our employees a working environment of respect, equality, security and meritocracy.
Furthermore, we offer training opportunities to provide the best possible working conditions and professional
development. In particular:
-
We recognize that our business success is directly associated to our employees, therefore we strive to
create job positions, as well as reduce unemployment. Our activity also supports indirectly hundreds of
job positions throughout our value chain and the passenger shipping industry in general.
-
We recognize the importance to establish proper living conditions for our onshore employees and their
relation with a safe work environment and the crew’s psychology.
-
We are committed to create a safe work environment for our onshore and offshore office employees
regarding health and safety issues.
-
We take care of the balance between personal and professional life.
-
We monitor our employees’ opinion as our goal is to establish a unified culture, inextricably related to our
Vision and Values, as well as to create a work environment which supports our employees and promotes
open communication.
-
We are committed to equal treatment of our employees, as well as to basing their professional
development exclusively on their performance and skills.
-
We respect the International Principles of Human Rights and reject child labor, forced and abusive labor.
-
We promote respect among our employees and ensure that we maintain a work environment that
respects, promotes, ensures human dignity and has zero tolerance for any kind of violence and
harassment at work, including gender-based violence and sexual harassment.
-
We respect the right of employees to freedom of association and participate in employee unions.
-
We ensure the confidentiality of information concerning the personal data of employees.
-
We implement a fair and transparent system of remuneration, as well as additional benefits, aiming to
attract human resources of high level.
-
We seek to ensure professional development of our employees, as well as their training through the
development of an annual Training Program.
-
We implement a Performance Appraisal System for our onshore and offshore employees, in order to
identify their strengths and areas for improvement.
Passengers
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We are committed to offering the best possible travel experience to our customers and respond as best we can
to their needs and expectations during their journey. For this reason:
•
We guard the safety of our passengers on-board, offer safe products and services and implement measures
ensuring hygiene and safety of food as well as our hotel services.
•
We implement
measures to ensure the safety of of our passengers personal belongings.
•
We strive to ensure protection of our customers’ personal data, in order to establish solid and concrete trust
relationships.
•
We responsibly advertise our products and services and aim to ensure our communication material is fair,
legal, sincere, corresponds to reality, does not display or promote stereotypes and respects people’s diversity.
•
We ensure prompt communication and strive to promptly inform our customers in case of cancellations or
delays in scheduled routes, in order to minimize their potential discomfort.
•
We apply equal treatment policy towards all customers and behave with caution and care during our
transactions with vulnerable social groups.
•
We strive to develop new innovative solutions for the benefit of our passengers, in order to continuously
improve the quality of the rendered services.
•
In 2011 we established the Loyalty and Reward program seasmiles, which provides members with exclusive
benefits, gifts, special offers and high quality services.
•
Since we recognize the significance of our operations and our responsibility for rendering reliable customer
service, we have generated mechanisms, through which the customers can submit comments and complaints
to monitor our customers satisfaction.
GOVERNANCE PILLAR
Attica Group Management places great emphasis on issues of Responsibility & Sustainable Development, as it
commits to adopt responsible policies and practices in its operations and to harmoniously cooperate with the
Stakeholders, in order to create mutual long-term value. In particular in the Group:
•
We operate based on best Corporate Governance practices and have adopted
the Hellenic Corporate
Governance Code.
•
We have developed Remuneration Policy, as well as the BoD members Eligibility Policy.
•
We prevent conflicts of interest and have developed a Conflict of Interest Management Framework in
order to prevent, identify and address existing and potential conflicts of interest between the BoD
members and corporate interests.
•
We
established the Procedure for Disclosure of Dependency Relations
of the Independent Non-
Executive Members of the Board of Directors.
•
We apply internal control and risk management systems.
•
We ensure our business continuity, having developed a comprehensive Business Continuity Plan for the
continuation of our operation.
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•
We Implement a certified Information Security Management System at our Data Center in accordance
with the international standard ISO 27001:2013, which defines the requirements for implementation,
maintenance and continuous improvement of information security management systems.
•
We follow fair competition rules.
•
We are active members in institutions and organizations
(INTERFERRY, Greek Shipowners Association
for Passenger Ships (SEEN), Hellenic Chamber of Shipping (HCS).
•
We have set up organizational structures to manage responsible operations and collect data to evaluate
our performance.
•
We have developed
Sustainable Development Policy that outlines our principles regarding sustainable
development and management of social, environmental and governance issues (ESG).
•
We apply certified business Management Systems.
•
We have compiled a Framework for Responsibility and Sustainable Development, arising from internal
analysis and dialogue with the Social Partners, in order to organize more effectively the issues of
responsible operation and manage them in a meaningful and systematic way.
•
We recognize
that social partners need greater transparency and evaluation of our performance and
focus on presenting as many quantitative indicators and targets as possible in the Annual Corporate
Responsibility Report.
Addressing ethics, transparency and corruption issues
We apply the Code of Ethics & Professional Conduct, which includes the acceptance of the 10 Principles of the
United Nations Global Compact, and has been communicated to all our of our onshore employees.
We have prepared and put in place the Employee Guidebook which we disclosed to all of our offshore employees.
We respect the International Human Rights Principles contained in, inter alia, the International Declaration of
Human Rights and the ten principles of the UN Global Compact, to which we are a signatory, as well as in the
Maritime Labor Convention (MLC), to which we have acceded and we monitor its correct implementation.
We have signed the European Enterprise Manifesto 2020, part of the joint initiative ‘Enterprise 2020’ of the
Hellenic Network for Corporate Social Responsibility (CSR Hellas), the European Business Network for Corporate
Social Responsibility (CSR Europe) and 42 CSR Networks across Europe. The Manifesto promotes cooperation
and initiatives in three strategic areas:
•
Enhance employability and social inclusion.
•
Promote new sustainable production and consumption methods, as well as improve living conditions.
•
Increase transparency and respect for human rights.
We have developed Investment Ethics Code undertaking the relevant commitments (eg integrity in business
relationships, due diligence analysis of human rights, labor rights and environmental legal compliance) and invest
in organizations that meet the defined criteria.
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We apply the Anti-Corruption Regulation, which includes the basic practices of professional integrity and business
ethics.
Within the context of our efforts to combat and eradicate corruption, we have accepted and signed the UN Global
Compact’s ‘Call for Action’ initiative and commit to implement policies and practices to effectively tackle corruption
incidents.
We have developed a Whistleblowing Procedure, to ensure that every Social Partner can report - by name or
anonymously – a potential violation of corporate policies, procedures or legislation. All the complaints are collected
and processed by the Group’s Transparency Committee with confidentiality regarding the collection and
processing of personal data.
Risks related to sustainable development issues
The modern business environment is characterized by various risks: financial and non-financial. Non-financial
risks, related to sustainable development issues, pertain to the Group's operations and constitute a component of
the broader framework of the annual monitoring, evaluation and management of the Group's risks. These risks
are identified, recorded, evaluated and prioritized in order to minimize the potential adverse effects that may occur.
In addition, they are included in the Risk Register prepared by the Group on an annual basis to ensure that the
risks are systematically monitored and the decisions are made on how to manage them.
Non-financial performance indicators 2022
The following table indicatively presents Attica Group key non-financial performance indicators for the fiscal year
2022. All the non-financial performance indicators of the Group in 2022 recorded in the annually issued Corporate
Responsibility Report, based on the Global Reporting guidelines Initiative Standards.
Non-financial Performance Indicators
2022
2021
Social contribution (€)
2.78mln
1.6mln
Acquisition costs regarding domestic suppliers (%)
87.32%
87.28%
Training hours (hours)
8,948.50
10,188
Loyalty & Rewards Program Members (number)
555,566
474,924
Energy Consumption (GJ)
13,070,634
11,403,949
The Group's performance in ESG matters will be presented analytically in Attica Group Corporate Responsibility
Report 2022.
All the Corporate Responsibility Reports published so far are available on the Group’s website
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6.
PRIORITIES RELATED TO NON-FINANCIAL REPORTING ISSUES
I.
Environmental and climate-related issues
The Group has established and put in place an Environmental Policy and a Sustainable Development Policy to
review the risks and opportunities related to climate change. Furthermore, Attica Group sets and publishes
qualitative and quantitative targets for emissions of gaseous pollutants in the Annual Responsibility and
Sustainability Report for 2022.
In the Group's Risk Register, risks related to "Climate change & effects on weather conditions" as well as
"Changes in the environmental protection regulatory framework" have been identified and monitored.
In particular, in 2022, the Company's Board of Directors approved the Group's new Environmental strategy and
set a specific target to reduce emissions of gaseous pollutants. In this context, for information purposes, an
indicative carbonization road map was submitted to the Board of Directors as well as the actions included, which
will be reviewed when the regulatory framework is completed.
Moreover, in 2020 the Group formatted a Decarbonization working group, with the participation of the CEO, to
respond to the challenges of climate change, which make it even more necessary to reduce each business entity’s
environmental footprint. The working group has completed the environmental strategy and developed a
decarbonization roadmap with specific actions and measurable objectives. The working group is currently
implementing these measures to achieve the objective of reducing gaseous pollutant emissions. The working
group also collaborates with working groups of other European Ferry operators aiming to identify the most
effective solutions to achieve the objective.
The implementation of the environmental strategy has already started this year with the definition of strategic
objectives concerning reduction of gaseous pollutant emissions, making provision for installation of energy saving
devices on vessels as well as implementation of specific actions that reduce the Group's environmental footprint.
Moreover, the Group operates the Health Safety Security Environment Team, in which broader environmental
issues are discussed and knowledge from the Decarbonization Working Group is transferred.
II.
DISCLOSURES UNDER ARTICLE 8 OF TAXONOMY REGULATION (EU 2020/852)
a. Introduction
In the second year of EU Taxonomy reporting, companies are expected to examine the alignment of their activities
to the Taxonomy framework in order to determine the sustainability level of the said activities. The first year of
reporting, 2022, was largely an opportunity for organizations to familiarize themselves with the framework of
Taxonomy art. 8 (2020/852/EU) reporting, during which only eligibility proportions were calculated for the three
KPIs, namely: turnover, CapEx, OpEx.
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In the present report, the Group aims to present for the first time detailed analysis of the said KPIs as well as
supplementary information to illustrate such calculations. According to the current legislative framework, the
obligation of businesses concerns the evaluation of their activities based on the respective technical screening
criteria. Alignment with the said criteria is not an obligation for businesses under the EU Taxonomy framework.
The Group has assessed its alignment with the technical screening criteria applicable to its activities based on
the current interpretation resulting from legislation as well as the guidelines and related clarifications issued by
the European Commission up to the time of publication of this report. However, the relevant directives leave room
for interpretation and are constantly evolving to adapt to the needs of the process and the Union's climate goals.
The EU's intention to gradually tighten the criteria to keep pace with its environmental goals is part of the
framework. Therefore, eventual alignment of the economic activities of the enterprises with the Taxonomy based
on the current criteria does not ensure their future alignment. The Group monitors the developments and will
adjust its approach accordingly in terms of the assumptions and the methodology applied in order to report the
required information in a clear and sensible manner.
Environmentally Sustainable Activities
In order to characterize an activity as environmentally sustainable in accordance with the Taxonomy Regulation
(art.3, R.2020/852/EU), the following criteria will have to be met for each of the eligible activities:
•
The activity contributes substantially to one or more of the environmental objectives set out in the Taxonomy
framework
•
The activity does not significantly harm any of the remaining environmental objectives
•
The activity is carried out in compliance with the minimum safeguards
•
The activity complies with technical screening criteria
At the time of publication of this report, the only technical screening criteria adopted under the Taxonomy relate
to the first two objectives (Mitigation of climate change & Adaptation to climate change). For these two objectives,
the European Union has established specific technical control criteria in accordance with the Climate Delegated
Act (2021/2139/EU) as well as the Climate Supplementary Act (2022/1214/EU). These criteria will be used for the
first assessment of the alignment of the Group's financial activities for 2022.
Activities contributing substantially to the Transition to a climate-neutral economy
In the context of the 1
st
environmental objective of the Taxonomy for the achievement of Climate Change
Mitigation, the legislation distinguishes certain subcategories of activities, among which are the activities that
"support the transition" alternatively termed "transitional activities" as defined in art.10, para.2 of the EU Taxonomy
Regulation (2020/852). Specifically, the framework of the Taxonomy includes the possibility that for some activities
it is not practically feasible (for economic and/or technological reasons) to operate with zero greenhouse gas
emissions at the moment. However, as not all criteria in all activities are linked to GHG emissions, activities that
meet some criteria and therefore qualify as 'aligned' despite their perhaps significant emission levels, are
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categorized in the sub-category 'transitional activities'. This category includes three possible cases of activities as
shown below:
i.
Activities that have greenhouse gas emission levels that correspond to the best performance in the sector
or industry;
ii.
Activities that do not hamper the development and deployment of low-carbon alternatives and
iii.
Activities that do not lead to a lock-in of carbon-intensive assets, considering the economic lifetime of
those assets.
By achieving alignment with the technical screening criteria as described in this report, sea and coastal passenger
and freight water transport activities are characterized as "aligned" and specifically "transitional". The status of
"transitional" is illustrated in the KPI calculation tables with special indicators in the last columns.
Alignment with the criteria is continuously monitored, relevant data is published on an annual basis and included
in the non-financial section of the annual financial statements. As part of this process, the Group publishes in the
following section the key performance indicators associated with its activities eligible for Taxonomy purposes for
the financial year 2022. The detailed presentation of the indicators (KPI) can be found in the relative tables in the
end of this section.
b. Attica Group Activities
The Group’s main activity involves sea and coastal passenger and freight water transport. As was the case with
the reporting for 2021, Attica Group examined its performance within the Taxonomy framework on the basis of
the following economic activities:
•
6.10 – Sea and coastal freight water transport
•
6.11 – Sea and coastal passenger water transport
i.
6.10
- Sea and coastal freight water transport
Taxonomy activity description:
This activity consists of the purchase, financing, chartering (with or without crew) and operation of vessels
designed and equipped for transport of freight or for the combined transport of freight and passengers on
sea or coastal waters, whether scheduled or not. Moreover, the activity includes the purchase, financing,
renting and operation of vessels required for port operations and auxiliary activities, such as tugboats,
mooring vessels, pilot vessels, salvage vessels and ice-breakers.
Eligible Attica group activity description:
The Group, regarding freight transport, owns and operates (1) ro-ro vessel, as well as twenty (20)
conventional ro-pax ferries which are utilized in the transfer of both passengers as well freight.
ii.
6.11
- Sea and coastal passenger water transport
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Taxonomy activity description:
This activity consists of the purchase, financing, chartering (with or without crew) and operation of vessels
designed and equipped for performing passenger transport, on sea or coastal waters, whether scheduled
or not. The economic activities in this category include operation of ferries, water taxies and excursions,
cruise or sightseeing boats.
Eligible Attica group activity description:
The Group, operates thirty-three (33) vessels, out of which thirty-two (32) are employed in passenger
transport and more specifically, twenty (20) of which are conventional Ro-Pax ferries and twelve (12)
high-speed vessels.
The Group’s vessels sail in Greece (Cyclades, Dodecanese, Crete, North-East Aegean, Saronic Gulf and
Sporades) as well as in International routes. On an annual basis, the fleet operates in 2 countries,
connecting 62 unique destinations and serving over 13,000 sailings annually, traveling for approximately
2.2m miles.
iii.
Assessment of compliance with the Taxonomy Regulation (2020/ 852/Ε
U) and the technical
screening criteria (2021/2139/Ε
U)
Since both economic activities of Attica Group, as differentiated in the EU Taxonomy, follow near identical
technical screening criteria, assessment for the activities’ compliance will be presented jointly.
Assessment of natural climate risks and vulnerability related to and affecting the activities is the key
element of the criteria for Mitigation of climate change & Adaptation to climate change. Attica Group is
already in the process of this assessment based on the relevant criteria and clarification guidelines – both
rather lengthy and thorough. Therefore, as this process is expected to be completed following the
publication of the financial statements, the Group's activities in 2022 were deemed eligible.
iv.
Minimum Safeguards
The minimum safeguards on internationally recognized human rights, labor and social standards, confirm
the EU taxonomy alignment of Attica Group. The Company demonstrates due diligence to avoid any
adverse effects and fully complies with human and labor rights standards as described in the OECD
Guidelines and the United Nations Guiding Principles.
Attica Group Corporate responsibility
The Group operates and develops aiming to generate added value for shareholders and employees,
operating for the benefit of its partners and local communities and at the same time reducing where
feasible its environmental footprint. Organizational structure has been created in the Group for the
effective management of Corporate responsibility issues which is also important for collecting the
necessary data for the evaluation of its performance, both internally and by its stakeholders.
OECD Guidelines for Multinational Enterprises
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Attica Group is operating according to its Principles and the Regulation of Personal Conduct and Business
Ethics, which has been developed taking into account the OECD Guidelines for Multinational Enterprises.
The Attica Group Regulation of Personal Conduct and Business Ethics reflects the Company’s
commitment to the 10 Principles of United nations Global Compact.
In 2020, the Regulation of Professional Conduct & Business Ethics was revised and includes our
principles and commitments regarding responsible operation towards Society, including the commitment
to recognize, manage and reduce potential or actual negative impacts to local communities where we
operate due to our activities.
Respecting Human and Labour Rights
The Group respects the International Principles on Human Rights included, inter alia, in our Regulation
of Professional Conduct & Business Ethics, in the Universal Declaration of Human Rights and the ten
principles of the UN Global Compact, which we have accepted and signed, as well as in the Maritime
Labour Convention (MLC) for which we are certified and inspected.
The Group, according to the Regulation of Professional Conduct & Business Ethics:
•
Applies equal treatment regarding recruitment practices and appraise our employees fairly and
objectively.
•
Commits not to tolerate any retaliation towards employees who report any human rights violations.
At the same time, we have developed a process to identify, prioritize and integrate Corporate
Responsibility issues into local and international investment agreements. Further information is presented
in the Organization’s annual Corporate Responsibility Report, which is available in the Group’s website.
v.
Qualitative information
Accounting Policy
The figures presented in this report have been calculated and are presented in accordance with the
International Financial Reporting Standards (IFRS) that have been issued by the International Accounting
Standards Board (IASB) and their interpretations. Their preparation requires estimates during the
application of the Group’s accounting principles.
Significant assumptions are presented wherever it has
been judged appropriate. The accounting principles used in the preparation of the table presented above
are outlined in Note 2.
The reporting obligations concern Key Performance Indicators (KPI) of turnover, capital expenditure and
operating expenditure as well as the accompanying information on their interpretation and calculation.
-
Turnover KPI.
The proportion of Taxonomy-aligned economic activities from the total turnover has
been calculated based on the turnover from services corresponding to Taxonomy-aligned activities
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(numerator), divided by the total turnover (denominator). Specifically, the total turnover of the Group
is presented in Note 7.1.
-
CapEx KPI.
The CapEx KPI is defined as Taxonomy-aligned Capex (numerator) divided by total
Capex (denominator). The total capital expenditure contains the additions to property, plant and
equipment as well as intangible assets and right-of-use assets during the fiscal year, before
accounting for depreciation, amortization and any remeasurements, including those resulting from
any revaluations and impairments. The total capital expenditure is presented in the Cash Flow
Statement of the Group.
Additionally, in the capital costs related to the expansion of these activities, the Group has calculated
costs included as part of a capital expenditure plan to improve the environmental footprint of the fleet
as well as its energy efficiency. The Plan in question has a time horizon for the implementation of
the individual investment costs between 2023 – 2025 and has been approved by the Group's
Management.
-
OpEx KPI.
Taxonomy-aligned Opex is defined as OpEx (numerator) related to aligned economic
activities divided by the total OpEx (denominator). The definition of EU Taxonomy for the operational
expenses includes expenses for research and development, renovation of buildings, maintenance
and repair, as well as any other direct expenses related to the day-to-day maintenance of property,
plant and equipment. Total OpEx consists of direct non-capitalized costs relating to repair and
maintenance (denominator). It does not include expenditures relating to the day-to-day operation of
PP&E such as: raw materials, cost of employees operating the machine, electricity or fluids that are
necessary to operate PP&E.
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Turnover
ΚΡΙ
Economic
activities (1)
Code(s) (2)
Absolute turnover (3)
Proportion of turnover (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-
aligned
proportion of
turnover, year Ν
(18)
Taxonomy-aligned
proportion of
turnover, year Ν-1
(19)
Category
(enabling
activity)
(20)
Category
(transitional
activity)
(21)
€000
%
%
%
%
%
%
%
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Τοις εκατό
Τοις εκατό
Ε
T
Α. TAXONOMY-ELIGIBLE
ACTIVITIES
Α.1 Environmentally
sustainable activities
(Taxonomy-aligned)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
0
0%
100%
0
T
Sea and coastal passenger water
transport
6.11
0
0%
100%
0
T
Turnover of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0
0%
0
Α.2 Taxonomy-Eligible but not
environmentally sustainable
activities
(not Taxonomy-aligned
activities)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
190,441
36%
Sea and coastal passenger water
transport
6.11
311,734
59%
Turnover of Taxonomy-Eligible
but not environmentally
sustainable activities
(not Taxonomy-aligned
activities) (A.1 + A.2)
502,175
95%
Total (Α.1 + Α.2)
502,175
95%
0
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
Turnover of Taxonomy-non-
eligible activities
(Β)
28,067
5%
Total (Α + Β)
530,242
100%
Substantial contribution criteria
DNSH criteria
("Does Not Significantly Harm")
*
Activity 1 is Taxonomy-eligible in its entirety. However, only a proportion of it is Taxonomy-aligned. Therefore, Activity 1 may be reported under both Α1 and Α2. However, only the proportion reported under Α1 may be counted as Taxonomy-aligned in the Turnover KPI of the non-financial
undertaking.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 54
CapEx
ΚΡΙ
Economic
activities (1)
Code(s) (2)
Absolute CapEx (3)
Proportion of CapEx (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-
aligned
proportion of
CapEx, year Ν
(18)
Taxonomy-
aligned
proportion of
CapEx, year Ν-1
(19)
Category
(enabling
activity)
(20)
Category
(transitional
activity)
(21)
€000
%
%
%
%
%
%
%
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Τοις εκατό
Τοις εκατό
Ε
T
Α. TAXONOMY-ELIGIBLE
ACTIVITIES
Α.1 Environmentally
sustainable activities
(Taxonomy-aligned)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
1,712
3%
100%
Y
Y
Y
Y
Y
Y
3
T
Sea and coastal passenger water
transport
6.11
2,802
5%
100%
Y
Y
Y
Y
Y
Y
5
T
CapEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
4,514
8%
8
Α.2 Taxonomy-Eligible but not
environmentally sustainable
activities
(not Taxonomy-aligned
activities)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
17,319
33%
Sea and coastal passenger water
transport
6.11
28,349
53%
CapEx of Taxonomy-Eligible but
not environmentally sustainable
activities
(not Taxonomy-aligned
activities) (A.1 + A.2)
45,668
86%
Total (Α.1 + Α.2)
50,182
94%
8
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of Taxonomy-non-
eligible activities
(Β)
2,992
6%
Total (Α + Β)
53,174
100%
Substantial contribution criteria
DNSH criteria
("Does Not Significantly Harm")
*
Activity 1 is Taxonomy-eligible in its entirety. However, only a proportion of it is Taxonomy-aligned. Therefore, Activity 1 may be reported under both Α1 and Α2. However, only the proportion reported under Α1 may be counted as Taxonomy-aligned in the CapEx KPI of the non-financial
undertaking.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 55
OpEx
ΚΡΙ
Economic
activities (1)
Code(s) (2)
Absolute OpEx (3)
Proportion of OpEx (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-
aligned
proportion of
OpEx, year Ν
(18)
Taxonomy-
aligned
proportion of
OpEx, year Ν-1
(19)
Category
(enabling
activity)
(20)
Category
(transitional
activity)
(21)
€000
%
%
%
%
%
%
%
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Τοις εκατό
Τοις εκατό
Ε
T
Α. TAXONOMY-ELIGIBLE
ACTIVITIES
Α.1 Environmentally
sustainable activities
(Taxonomy-aligned)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
0
0%
100%
0
T
Sea and coastal passenger water
transport
6.11
0
0%
100%
0
T
OpEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0
0%
0
Α.2 Taxonomy-Eligible but not
environmentally sustainable
activities
(not Taxonomy-aligned
activities)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
16,428
36%
Sea and coastal passenger water
transport
6.11
26,890
59%
OpEx of Taxonomy-Eligible but
not environmentally sustainable
activities
(not Taxonomy-aligned
activities) (A.1 + A.2)
43,318
95%
Total (Α.1 + Α.2)
43,318
95%
0
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of Taxonomy-non-eligible
activities
(Β)
2,239
5%
Total (Α + Β)
45,557
100%
Substantial contribution criteria
DNSH criteria
("Does Not Significantly Harm")
* Activity 1 is Taxonomy-eligible in its entirety. However, only a proportion of it is Taxonomy-aligned. Therefore, Activity 1 may be reported under both Α1 and Α2. However, only the proportion reported under Α1 may be counted as Taxonomy-aligned in the OpEx KPI of the non-financial
undertaking.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 56
III.
Non-financial reporting data quality
The Group has been publishing Responsibility Reports for over 15 years. In particular, in the Group's
Responsible and Sustainable Development Report, the scope of non-financial reporting is wider than that used
in financial reporting where it is deemed necessary to provide material information on non-financial matters. It
should be noted that 2020 Attica Group Responsibility Report was ranked 6th globally and 4th in Europe in the
Credibility Through Assurance category & 7th globally and 2nd in Europe in the Openness & Honesty category
at the Corporate Responsibility Reporting Awards 2022 (CRRA 2022), organized by Corporate Register Limited,
the largest online directory of Responsibility Reports worldwide (database of 166,531 reports out of 24,312
organizations worldwide).
Moreover, regarding the quality of non-financial reporting data, starting from 2020, the Company has assigned
the review of selected items included in the Responsibility and Sustainable Development Report to a major
auditing firm in accordance with the GRI Standards Guidelines (hereinafter GRI Standards).
Ε
. CORPORATE GOVERNANCE STATEMENT
Attica Group Corporate Governance Statement refers to a set of corporate governance principles and practices
adopted by the Company, which reflect the way in which the Company is managed, operates and is controlled.
The current statement constitutes a special unit of the Annual Report of the Board of Directors (BoD) and was
prepared in compliance with the relevant provisions of Articles 152 and 153, Law 4548/2018, Law 4706/2020,
provisions of Article 44, Law 4449/2017 (Audit Committee), as effective, as well as the Hellenic Corporate
Governance Code adopted by the Company, and is analyzed in the following units:
1
.
HELLENIC CORPORATE GOVERNANCE CODE (EKED)
Law 4706/2012, effective as of July 2021, introduces new provisions for the corporate governance system of
public limited companies with shares listed on a regulated market. On 14.7.2021, Attica Holdings S.A. BoD
decided to adopt, in accordance with article 17 of Law 4706/2020 and Decision 2/905 / 3.3.2021 of the Board of
Directors of the Hellenic Capital Market Commission, the Hellenic Corporate Governance Code ("EKED"),
prepared by the Hellenic Corporate Governance Council (ESED), which is posted on its website
www.esed.org.gr
, as well as on the Company’s website
www.attica-group.com
.
EKED does not refer to the matters that constitute mandatory legal regulations (laws and regulations). EKED
either completes the mandatory provisions, or introduces stricter principles, drawing on experience from
European and international best practices, always guided by the characteristics of the Greek business and the
Greek stock market. It includes best practices and recommendations of self-regulation based on the particular
characteristics of the companies, their shareholder composition and the criteria they select on case basis.
EKED has been prepared on the basis of the "Comply or Explain" principle, requiring either compliance with all
its provisions or explaining reasons for non-compliance with the special practices.
a.
Compliance with special practices of the Corporate Governance Code (EKED) in 2022
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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In 2022, the Company continued to work on corporate governance issues and to adopt EKED special practices,
which due to the limited timeframes of its implementation were in progress the previous year. In particular, in
2022 the Board of Directors approved its Rules of Procedures and also adopted an indicative, rotating, calendar
of meetings and an annual action plan, in accordance with the Company’s developments and needs.
b.
Deviations from the Hellenic Corporate Governance Code (EKED) and justification
The Company decided not to comply with the following EKED special practices providing the relevant justification
based on the Company’s specific characteristics in order to better serve its objective and its most efficient operation:
i.
Section 2.2. ”Composition of the Board of Directors”
The Company applies Article 8 paragraph 2 of Law 4706/2020, according to which "in the event the
Board of Directors, in derogation of par. 1, appoints as Chairman one of the executive members of the
Board of Directors, it must appoint a deputy chairman from the non-executive members".
Attica Group Board of Directors appointed Mr. Kyriakos Mageiras, executive member, as Chairman and
Mr. Giorgos Efstratiadis, non-executive member, as Deputy Chairman. Mr. G. Efstratiadis has been a
member of the Board of Directors of Attica Group since 2016 and during his term of office has
participated in the Boards of Directors of all the Company’s Bo Dard committees. Mr. G. Efstratiadis is
held in high esteem by all the members. He was a member of the Board of Directors for a number of
years and member of audit committees of several major Stock Exchange listed companies.
ii.
Section 2.3. “Succession of the Board of Directors”
The presence of a major shareholder in the Company's share capital at a rate of over 79%, with the
prospect of further concentration up to 91%, in accordance with the current developments in the
Company's share composition, make the role of the major shareholder dominant in the succession
process of the BoD members and more generally in the formation of the Board of Directors. In any case,
the Remuneration and Nomination Committee examines the submitted nominations in accordance with
the Company's Eligibility Policy, guided by the legislative and regulatory framework.
iii.
Section 3.2. “Corporate Secretary”
The responsibilities of the Corporate Secretary are mainly covered by the Legal, Insurance & Corporate
Affairs Division and the Corporate Governance & Regulatory Compliance Division, as well as by other
Divisions of the Group, as the case may be.
In general, the small-staffed Board of Directors, the long-term presence of its members in the
composition of the body and effective direct support of the operations of the Board of Directors by the
competent Divisions of the Group, adequately support the BoD and its Committees operations at the
current stage.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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iv.
Section 3.3 “Evaluation of the Board of Directors/Chief Executive Officer”
In accordance with the current regulatory framework, the Company performs the annual collective
evaluation of the Board of Directors, the statutory BoD committees as well as the Chairman and the
CEO.
In particular, the Board of Directors, the Audit Committee and the Remuneration & Nomination
Committee are annually collectively evaluated as a body by their own members. In addition, the
Chairman and the CEO are evaluated separately. Given that the other members of the Board of
Directors are non-executive members, evaluated collectively in the Board of Directors and the
participating committees and also taking into account the current small-member Board of Directors, the
practice of additional separate evaluation of these members is not applied.
v.
Section 2.4.14 "Regarding the content of the contracts of the executive members of the Board of
Directors."
According to the special practice of EKED 2.4.14 "The contracts of the executive members of the Board
of Directors provide that the Board of Directors can demand the return of all or part of the bonus
awarded, due to a violation of contractual terms or inaccurate financial statements of previous years or
in general based on incorrect financial data, which were used to calculate this bonus".
In the updated Remuneration Policy of the Company there is a relevant provision, according to which,
"If it is decided to grant extraordinary or variable remuneration, the Board of Directors can decide on the
conditions for postponing their payment or for their recovery by the Company, such as e.g. in case it is
proven that fraud has been committed, resulting in a loss for the Company". The Company estimates
that the relevant provision covers the requirements of the above section of the EKED.
2.
INTERNAL CONTROL SYSTEM
The Internal Control System ("I.C.S.") is defined as a set of internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, which covers every activity of the
Company and the Group on an ongoing basis and contributes to their effective operation.
The I.C.S. aims, in particular, at the following objectives:
-
Consistently implementing the business strategy through efficient use of the available resources,
-
Recognizing and managing the substantial risks associated with its business activities,
-
Efficient operation of the Internal Control Department,
-
Ensuring completeness and reliability of the data and information required for accurate and timely
determination of the financial position and preparation of reliable financial statements, as well as the non-
financial reporting, under Article 151 of Law 4548/2018,
-
Compliance with the regulatory and legislative framework, as well as the regulations governing the Group’s
operation.
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Internal Control System Features
The key components of I.C.S. are as follows:
-
Control Environment: Control Environment includes all the structures, policies and procedures that provide
the basis for the development of an effective I.C.S. as it provides the framework and structure necessary to
meet the key objectives.
-
Risk Management: Risk Management includes risk assessment, risk response and risk monitoring procedures.
-
Control Mechanisms: Control activities include control mechanisms of critical controls, with an emphasis on
controls related to issues of conflict of interest, segregation of duties and Information Systems governance
and security.
-
Information and Communication System: The System includes the process of developing financial -
including control mechanisms – reports and non-financial information, as well as critical internal and external
communication processes.
-
I.C.S. monitoring: I.C.S. monitoring
includes structures and mechanisms
in charge of on-going evaluation
of
I.C.S.
data and reporting findings for correction or improvement.
To ensure the adequacy of its effectiveness, the I.C.S. structure is based on an operational three-level approach
(three-line model):
-
The first defense line comprises every Unit / Department
primarily responsible for managing the risks arising
from its operations as well as ensuring the effectiveness and efficiency of its work,
-
The second defense line comprises risk management and regulatory compliance functions promoting and
supporting
evaluation and monitoring of controls, operating independently of the first defense line,
-
The third defense line comprises the Internal Control Department,
responsible for
independent control of
the first two lines, in order to provide assurance that the governance framework, risk management and
regulatory compliance of the I.C.S. separate elements and control points
operate effectively.
Audit Committee plays a significant role, as it supervises I.C.S. adequacy and effectiveness. Significant role is
also paid by the Risk Management Committee, focused on strengthening the risk management culture, and the
Remuneration and Nomination Committee, which assists in recruitment issues of the Company’s BoD, as well
as in the Remuneration Policy implementation.
To ensure I.C.S. effective organizational structure of ICS, the Group:
-
Analytically records and clearly defines responsibilities and limits of responsibility of every organizational
unit,
-
Ensures effective allocaiton of responsibilities, in order to avoid cases of incompatible roles between
Management Members and executives, and among them, through the organizational structure which provides
for appropriate differences in the administrative placement as well as the administrative reference lines,
-
Applies formal policies and procedures to identify deficiencies in the internal control system (to a reasonable
extent) and to ensure that corrective action is taken,
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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-
Informs all the employees about their obligation to report any evidenced irregular or illegal act through the
generated special channels,
-
Adopts a risk management framework throughout the organization, within all the business activities and in-
house units, recognizing the financial and non-financial impact of all the risks.
a. Internal control
The Internal Control Department (hereinafter "ICD") is an independent organizational unit. ICD reports
functionally to the Audit Committee and through it to the Company’s BoD and is administratively
subordinated to the Chief Executive Officer.
ICD Responsibilities
ICD, among others:
-
Prepares an annual control plan based on the risk assessment, and submits it to the Audit Committee
for approval. The annual plan includes the requirements of the resources as well as the effects of
limitation of the resources or of the audit work of ICD. Any significant deviation from the approved control
plan is disclosed to the Audit Committee through periodic reports.
-
Monitors, controls and evaluates the implementation of the Rules of Procedure and I.C.S., in particular
as to adequacy and correctness of the provided financial and non-financial reporting, risk management,
regulatory compliance and the Corporate Governance Code adopted by Company, the financial
information quality assurance mechanisms, the Corporate Governance mechanisms, observance of the
commitments included in prospectuses and the Company's business plans regarding the allocation of
funds raised from the regulated market.
-
Prepares reports to the organizational units under audit with findings and risks arising and suggestions
for improvement, if any. The reports include relevant views of the units under audit, agreed-upon actions
or acceptance of the risk of not taking action, limitations on its scope of control (if any), final internal
control proposals and results of the Company units' under audit response in its proposals.
-
Monitors the degree of implementation of the agreed-upon proposals resulting from the Audit Reports.
-
Submits reports to the Audit Committee at least quarterly, including its most significant issues and
proposals, regarding the aforementioned.
-
Monitors the statutory audit of the financial statements taking into account the findings and conclusions
of the external auditors, as well as the relevant supplementary information report addressed to the Audit
Committee.
-
Provides in writing any information requested by the Hellenic Capital Market Commission, cooperates
with it and facilitates in every possible way the task of monitoring, controlling and supervising by it.
-
Participates, in an advisory role, in the development of important new systems / processes with the aim
of establishing adequate and effective control mechanisms.
-
Carries out special purpose (extraordinary) inspections upon request.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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b. Risk Management
Attica Group has established a Risk Management Committee assisting the Board of Directors on business
risk management, as well as in the implemantion supervision of the approved Risk Management Policy and
Procedure.
In addition, Attica Group has appointed a Risk Management manager with the following main responsibilities:
-
Coordinates and supports the risk assessment procedure and ensures that the risk recognition and
management procedures applied by the Management and the Executives are adequate,
-
Monitors the development of risks and periodically informs the CEO (Risk Monitoring),
-
Keeps the Risk Register.
c.
Regulatory Compliance
Attica Group has appointed the Director of Corporate Governance and Regulatory Compliance as the Head
of Regulatory Compliance. It is noted that in order to ensure its independence, fregarding the Regulatory
Compliance matters, the Director reports directly to the CEO and has access to the Board of Directors, if
deemed necessary.
Head of Regulatory Compliance Responsibilities
The Head of Regulatory Compliance:
-
Prepares Regulatory Compliance Policy and procedures and submits proposals to the CEO,
-
Provides ongoing support to the Board of Directors and Management on Regulatory Compliance issues,
-
Provides guidelines to all stakeholders on the implementation of Regulatory Compliance Policy,
-
Establishes and implements appropriate and updated policies and procedures, following an assessment
of the complexity and nature of Attica Group's operations, through the coordination of actions and the
provision of instructions to stakeholders, in order to achieve timely compliance with applicable regulatory
and legislative frame,
-
Monitors the regulatory and legislative framework within its scope of work and identifies new and / or
modified obligations (in cooperation with the Directorates of Attica Group, depending on the subject of
Regulatory Compliance),
-
Recognizes and monitors exposure to regulatory risk,
-
Identifies existing and potential regulatory compliance issues as well as areas at risk and proposes
appropriate remedial action plans to address them,
-
Submits periodic reports to the CEO,
-
Communicates with the competent supervisory and other Authorities, if required, regarding Regulatory
Compliance issues within its responsibilities,
-
Provides support to the Human Resources Department for the implementation of appropriate training
programs, on issues of Regulatory Compliance,
-
Prepares an annual Regulatory Compliance plan.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 62
In the context of implementing the Regulatory Compliance Operation, the Group has adopted Policies,
Codes & Regulations including the applicable principles and regulations, providing operating and
compliance guidelines. In particular, the following rules, polices and regulations have been developed:
-
Attica Group Operating Regulations,
-
Code of Ethics & Professional Conduct,
-
Anti-Corruption Regulation,
-
Code of Conduct for Suppliers/Partners,
-
Remuneration Policy,
-
Eligibility Policy, which includes the Diversity Policy,
-
Training policy for the members of the Board of Directors,
-
Sustainable Development Policy,
-
Privacy Policy,
-
Policy & Procedure for periodic assessment of the adequacy of the ICS,
-
Conflict of Interest Management Framework,
-
Transaction Management Framework with related parties,
-
Framework for Disclosure of Transactions of Persons with Managerial Duties and Persons with Close Ties
Thereto (Obligatory Persons),
-
Procedure for disclosure of dependency relationships of the independent non-executive members of the
Board of Directors,
-
Privileged information management process & correct public information,
-
Financial Information Production Process,
-
Non-Financial Information Production Process,
-
Procedure for Filing & Investigating Complaints.
d.
Other internal control mechanisms and procedures for financial reporting prurposes
The Group has invested significant funds in computerization of its operations. In particular, the integrated
information system (ERP) SAP has been operating for fifteen (15) years, covering all the Company’s and the
Group’s operations. The system ensures provisions of single real-time information and guarantees correct
observance of the procedures as defined by the management.
There is a connection of the ERP system with the booking systems thus ensuring the automated flow of income.
The ERP also implements the Group's procurement, records all operating costs of the vessels as well as
administrative costs based on rules and procedures set by the management and controlled by the internal control
service.
Moreover, ERP provides integrated management and payroll programs for vessel crews.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 63
From January 2019 SAP was upgraded to the new S / 4 HANA version. SAP S / 4 HANA is the new suite of 4th
generation applications of SAP and is a completely new product developed and designed according to the new
technological developments.
Controls and audits are carried out by the Internal Control Department at all stages of various operations, based
on an annual control plan or following a request of the Management or the Audit Committee.
The Group’s financial data are automatically derived from ERP. Financial data are further processed following
the standards approved by the Management. The Company has taken all the necessary measures to ensure
the intra-company circulation of financial information.
e.
The evaluation procedure results of the Internal Control System (ICS), in accordance with Law 4706/2020
and the relevant decisions of the Capital Market Commission Board of Directors
Following the decision of its Board of Directors, the Company assigned the project "Provision of Internal Control
System Assessment Services"
to Grant Thornton S.A., with the aim of evaluating the adequacy and
effectiveness of the Internal Control System ("ICS") for the Company and the ATTICA Group S.A. HOLDINGS,
with reporting date 31.12.2022, in accordance with the provisions of case I, paragraph 3 and paragraph 4 of
Article 14 of Law 4706/2020 and Decision 1/891/30.09.2020 of the
Capital Market Commission Board of
Directors of, as effective (the "Regulatory Framework").
The aforementioned evaluation of the Internal Control System was successfully completed in March 2023
without significant weaknesses arising in any of its separate objects, i.e. the Control Environment, Risk
Management, Review Mechanisms and Controls, the Information and Communication System as well as the
Monitoring of the Company's and the Group’s Internal Control System.
The conclusion of the Independent Assessor, namely Mrs. Athena Moustaki, Certified Public Accountant,
Reg.Num. 28871 and Partner of Grant Thornton, included in the final assessment report on the adequacy and
effectiveness of the ICS dated 03/15/2023 states that from the work carried out and the evidence obtained
regarding the assessment of adequacy and effectiveness of the
Company's
and "ATTICA GROUP" Group of
companies, in accordance with the Regulatory Framework, no weaknesses were identified that could be
classified as material weaknesses in the Company's and
the Group’s ICS.
This statement is another confirmation that the Company is in full compliance with the legislative and regulatory
framework that governs the Internal Control System and adopts best practices for the legal and orderly operation
of the Company's and the Group’s ICS.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 64
3.
INFORMATION ITEMS (c), (d), (f), (h) AND (i) OF ARTICLE 10, PARAGRAPH 1 OF DIRECTIVE
2004/25/Ε
C
A significant part of the information in items (c), (d), (f) and (i) of paragraph 1 of Article 10 of Directive 2004/25/EC
is included in "EXPLANATORY REPORT OF THE BOARD OF DIRECTORS” (Article 4 paragraph 7 & 8 of law
3556/2007). In addition:
There are no Company shares that provide special control rights to their holders according to the aforementioned item (d).
There are no restrictions on voting rights emanate from the Company shares according to the aforementioned item (f).
Regarding the required information of the above item (h), in accordance with the provisions of Law 4548/2018,
as effective, the amendment of the Company's Articles of Association is decided by the General Meeting (GM).
The GM appoints the members of the BoD in compliance with the effective legislation. In case of BoD member
replacement, the decision is to be made by the BoD and is submitted for authorization at the next GM.
4.
INFORMATION ABOUT THE GENERAL MEETING OF SHAREHOLDERS
The General Meeting of shareholders, is the Company’s highest body and is entitled to take decisions on all
cases related to the company. The decisions of the General Meeting are mandatory for all shareholders, even
those who are absent or disagree.
The BoD assures appropriate preparation of the General Meeting of the Company’s shareholders and informs
all the participants about all the matters related to their participation in the General Meeting, including agenda
items and their rights at the General Meeting.
The BoD facilitates, within the framework of the relevant articles of association, the participation of the
shareholders in the General Meeting. The BoD utilizes the General Meeting of shareholders in order to facilitate
their substantial and open dialogue with the Company.
With the exception of repeat Meetings, the invitation to the General Meeting shall be published at least twenty
(20) full days before the day of the Meeting. In particular, according to the current legislation, the invitation of
the General Meeting shall include, at least, exact address, date and time of the Meeting, items of the agenda in
clarity, the shareholders who have the right to participate, as well as precise instructions about the way in which
the shareholders will be able to participate in the General Meeting and to exercise their rights personally or
through a representative or, possibly, remotely.
Further, the invitation:
a.
includes information on the minimum following issues:
aa) the rights of the shareholders under paragraphs 2, 3, 6 and 7, article 141, Law 4548/2018, with
reference to the deadline within which any right can be exercised, or alternatively, the deadline by which
the rights can be exercised. Analytical information regarding these rights and the conditions under which
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they are exercised should be made available through explicit reference to the invitation in the Company's
website
ab) the procedure effective for exercising the voting right through a representative and - in particular - the
procedures specifically used for this purpose by the Company, as well as the means and methods
provided in the Articles of Association, according to paragraph 4, article 128, Law 4548 / 2018, to enable
the Company to receive electronic notifications of appointment and revocation of representatives, and
ac)
the procedures effective for exercising the voting right by correspondence or through electronic means,
if the provisions of articles 125 and 126, Law 4548/2018, are effective in the particular case;
b.
determines the date of registration, as provided in paragraph 6, article 124, Law 4548/2018, underlying the
fact that only the shareholders are entitled to participating and voting at the General Meeting on that date;
c) discloses the place where the full text of the documents and draft decisions, provided in paragraph 4,
article 123, Law 4548/2018, is available, as well as the way in which such documents can be obtained, and
c.
makes reference to the electronic address of the Company's website, where the information under
paragraphs 3 and 4, article 123, Law 4548/2018 is available.
d.
makes reference to the electronic address of the Company's website, where the information under
paragraphs 3 and 4, article 123, Law 4548/2018 is available.
As a minimum, the Chairman of the BoD of the Company and the Chief Executive Officer are present at the
General Meeting, in order to provide information and briefing on issues of their competence that are presented
for discussion and on questions or clarifications requested by the shareholders. The President of the General
Meeting should devote sufficient time so that the shareholders could submit their questions.
The Head of the Internal Auditor as well as the statutory auditor also attend the Regular General Meeting.
General Meeting is chaired temporarily by the President and if he/she is incapacitated - by the Deputy President
or the CEO or the senior member of the BoD. Secretarial duties are performed by the person, appointed by the
President.
After approval of the list of shareholders entitled to vote, the GM elects the President and a Secretary. The
decisions of the General Meeting are in accordance with the provisions of applicable laws and the provisions of
Company’s Articles of Association.
Any person appearing as a shareholder in the registry of the entity in which the shares of the company are being
held, is entitled to participate in the General Assembly. The exercise of these rights in accordance with the
current law does not require the commitment of shares or any other similar procedure.
The decisions of the General Meeting shall be made in accordance with the provisions of the current legislation
and the Company's Articles of Association.
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5.
INFORMATION ABOUT THE BOARD OF DIRECTORS (BoD) AND ITS COMMITTEES
BOARD OF DIRECTORS
The Board of Directors is the supreme body of the Company's Management, authorized with the responsibilities
provided for in the written provisions of the law, the Company's Articles of Association and its Rules of Procedure.
It decides on all the general issues concerning the Company management, while at the same time, it is supported
by the Audit Committee, the Remuneration and Nomination Committee and the Risk Management Committee.
Election & Composition of the Board of Directors
In compliance with its Articles of Association, the Company is governed by the Board of Directors (hereinafter
referred to as the "BoD"), which is composed of three (3) to eleven (11) members elected by the General Meeting
for three (3) years. The term of office of the members of the Board of Directors starts from the day of their
election and lasts until the day of the General Meeting, which will be held in the third year after their election.
The members of the Board of Directors are always re-electable or re-appointed and freely revocable
in
compliance with the independence criteria provided for in the relevant legislation.
The Board of Directors consists of executive and non-executive members, according to the effective legislation.
Non-executive members are appointed
by a relevant decision of the Board of Directors. The independent non-
executive members are appointed by the General Meeting of shareholders and meet the independence criteria
in accordance with the effective legislation and the Eligibility Policy adopted by the Company. The number of
non-executive members of the Board of Directors shall not be lower than 1/3 of the total number of members of
the Board of Directors and should not be lower than two (2). If a fraction is obtained, it is rounded to the next
integer.
The current BoD of the Company was elected, due to the end of the term of service of the previous BoD, at the
Annual Regular General Meeting of Shareholders held on 27.8.2020 and was constituted on the same date.
On 24.6.2021, the Company announced the resignation of Mr. Panagiotis Throuvalas from the position of Non-
Executive Member of the Board of Directors of the Company, as well as a Member of the Remuneration and
Nomination Committee. In replacement of the position, the Board of Directors, at its meeting held on 24.6.2021,
decided on appointing Mrs. Maria Sarri as a Non-Executive Member. As at 16.7.2021, the General Meeting
approved the election of Ms. Maria Sarri as a member of the Board of Directors and elected her as an
Independent Non-Executive Member, until the end of the term of the existing Board of Directors of the Company.
Following the resignation of Mr. Michael Sakellis from the position of Non-Executive Member of the Company's
Board of Directors, as well as from the Member of the Audit Committee, the Board of Directors, to fill the vacated
position and following the 5.9.2022 proposal of the Company's Remuneration and Nomination Committee, at its
meeting of 5.9.2022, decided to elect Mr. Ilias Trigas as a Non-Executive Member, until the end of the term of
the existing Board of Directors of the Company. The election of Mr. Ilias Trigas was announced at the Regular
General Meeting held on 8.9.2022.
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The current BoD consists of seven (7) members, two (2) of whom are executive, two (2) non-executive and three
independent non-executive, as defined in the effective legislation. In particular, as at 31.12.2022, the
composition of the Company’s Board of Directors is as follows:
NAME/SURNAME
POSITION
FROM
UNTIL
Kyriakos Mageiras
Chairman – Executive Member
27.8.2020
2023
Georgios Efstratiadis
Vice-Chairman – Non-Executive Member
27.8.2020
2023
Spyridon Paschalis
Chief Executive Officer – Deputy Chairman –
Executive Member
27.8.2020
2023
Ilias Trigkas
Non-Executive Member
5.9.2022
2023
Loukas Papazoglou
Independent Non-Executive Member
27.8.2020
2023
Efstratios Chatzigiannis
Independent Non-Executive Member
27.8.2020
2023
Maria Sarri
Independent Non-Executive Member
24.6.2021
2023
BoD Members CVs
-
Kyriakos Mageiras – Chairman – Executive Member
Mr. Kyriakos Mageiras is the Executive Chairman of the Board of Directors of ATTICA HOLDINGS / ATTICA
GROUP.
In 2002 he was appointed Shipping Director of Marfin Group, and since then has held key management
positions in the Group companies. He also served as CEO of the Investment Bank of Greece and General
Manager of the Investment Banking and Banking Enterprises department of Marfin Group.
In 1997, Mr. Mageiras was appointed
Deputy Managing Director of the shipping department of the British
National Westminster Bank plc in Athens, while in 1999 he took over the position of Managing Director of
the shipping branch of Piraeus Prime Bank, following the acquisition of National Westminster Bank's
portfolio in Greece by Piraeus Bank.
From 1986 to 1997, he was working at Petrofin S.A. in London and Athens, focused on investment banking,
specializing in the shipping segment. Mr. Mageiras studied Economics at the University of Athens and
Banking and Maritime Science at the University of London (City University Business School, 1986), where
he received his Master degree in Maritime with a specialization in Maritime Finance.
-
George Efstratiadis – Non-Executive Member
Mr. Georgios Efstratiadis studied Economics at ASOEE and received a postgraduate degree specializing
in finance and investment at the University of Exeter (England). He started his career at the Ergasias Bank
as a financial analyst, credit executive and then as CEO of the investment subsidiary Proodos Hellenic
Investments. In 1998 he started working with the MARFIN group as head of the fund management
department and then as CEO of Marfin Global Asset Management S.A. From 2006 to 2007, he was the
CEO of Marfin Bank while from 2007 to 2010 he became General Manager of MIG. In 2010, he was
appointed Deputy CEO of Olympic Air where he remained until 2012. In the period from 2011 to 2016 he
also took over the position of President and CEO of the ground handling company SKYSERV (former
OLYMPIC HANDLING S.A.). He is also Chairman and CEO of Athenian Engineering while he was Vice
Chairman of HYGEIA Private Hospital. In June 2021 he was elected CEO of MIG.
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Mr. Efstratiadis has been a Member of the BoD for a number of years in several companies such as Delta, Goody’s,
Singular Logic, Barba Stathis, Hygeia, and at the same time was a Member of the BoD of the listed company Attica
Holdings. He was also a member of the audit committees of the companies Hygeia (Chairman), Singular Logic
(Chairman), Attica Holdings, Vivartia and MIG. He is a Member of the Economic Chamber of Greece.
-
Spyridon Paschalis – Chief Executive Officer & Deputy Chairman – Executive Member
Mr. Spyridon Paschalis holds a BSc in Business Administration (specializing in Accounting & Finance) at
the American College of Greece (Deree College).
He holds an MBA in Postgraduate Studies from the Cass Business School (City University) in London.
He has been the CEO of ATTICA GROUP since 2012, as well as all the subsidiaries and associates of the
Group, and an executive member since 1996. He has been the CEO of SUPERFAST FERRIES since
February 2008 and in the same year he was elected the Executive Member
of ATTICA HOLDINGS Board of
Directors. In 1999 he was appointed CEO and member of the BoD of the subsidiary BLUE STAR SHIPPING
SA as well as a member of the BoD of all its subsidiaries. He is the General Manager of AFRICA MOROCCO
LINKS (AML), established in 2016 in Morocco in cooperation with the Moroccan Bank of Africa (BMCE) and
operating on the Morocco-Spain route. In 2009 he was first elected
a Member of the Greek Shipowners
Association for Passenger Ships (S.E.E.N.)
and was Vice Chairman of
International Sails
from 2012 to 2022.
In February 2022 he was elected Chairman of the BoD of SEEN. Since 2014, he has been an Advisor to the
Board of Directors of the
HELLENIC CHAMBER OF SHIPPING
(NEE)
and a Member of the Steering
Committee since 2019. He represents
Attica Group in the international shipping organization INTERFERRY
and has been a member of the OPERATORS POLICY COMMITTEE of the organization since 2015. Mr.
Paschalis
represents Attica Group at international shipping conferences and forums.
-
Ilias Trigkas– Non-Executive Member
Mr. Ilias Trigas has over 20 years of experience in commercial and investment banking, holding senior
management positions in Greece and abroad. Respectively, he has been and is a member of the Boards
of Directors of companies with a wide range of activities in Greece and abroad. He is a graduate of the
Athens University of Economics, with postgraduate studies in Finance from the Carroll School of
Management, Boston College / Boston, USA.
-
Loukas Papazoglou – Independent Non-Executive Member
Mr. Loukas Papazoglou is a business consultant with extensive experience in international and Greek companies.
He holds a degree in Business Administration at the Athens University of Economics and Business (AOP,
former ASOEE) and a postgraduate degree (MSc) in International Finance and Banking (Reading
University, UK). In the period 1998-2002 he took over the position of CEO of B&B Finance.
In the period 2004-2008 he was Special Secretary of Privatization of the Hellenic Republic where he served
as Project Manager in significant privatizations, while also for a period of 8 months he was responsible for
the General Accounting Office of the State.
In the period 2008-2010 Mr. Papazoglou held the position of the Chairman of the Board of Directors of Athens
International Airport SA as well as the head of the Audit Committee and the Finance and Investment Committee.
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In the period 2011-2014 he was the General Manager of HTC AG. He also had the role of Senior Project
Manager of Aegean Motorways SA. and the company Olympia Odos SA.
In this capacity he was also a member of the BoD of the above companies.
In the period 2011-2014 he was appointed CEO of Apivita S.A., a leading natural cosmetics company with
an international presence.
In the period 2019-2021 he was elected a member of the BoD and a member of the Finance Committee of
Hellenic Petroleum SA, a leading energy company with an international presence.
From 2018 until today, he has been the CEO of Kantor Management Consultants S.A., an international
consulting company.
From 2019 until today he has been a member of the BoD of the listed holding and investment company
MIG HOLDINGS S.A. Also, from 2020 until today he has been a member of the BoD of ATTICA GROUP,
a leading shipping company and parent company of Blue Star Ferries, Hellenic Seaways and Superfast
Ferries. In addition, he is a member of the Audit Committee and the Remuneration & Nomination Committee
of ATTICA GROUP.
From June 2021 until today he has been an independent non-executive member in
the company NOVAL PROPERTIES S.A.
-
Efstratios Chatzigiannis– Independent Non-Executive Member
Mr. Efstratios Chatzigiannis holds over 30 years professional experience as follows:
Board of Directors:
MIG HOLDINGS S.A. (2018 until today) - Independent Non-Executive Member of the BoD of MIG
HOLDINGS S.A., Member of the Audit Committee / Attica Holdings SA (2020 until today) - Independent
Non-Executive Member of Attica Holdings SA, Chairman of the Audit Committee, Member of the
Remuneration & Nomination Committee / Ila Pothecary Limited, Trading Company in the United Kingdom
(2018 until today) - Executive Member of the Board of Directors and CEO / NBGI SE Real Estate Fund
(2008-2014) - Director of the Investment Committee / NBG PLC, Holding Finance company of the National
Bank of Greece in the United Kingdom (2001 -2014) - Executive Chairman of the BoD.
Professional experience / career:
Mr. Chatzigiannis
was actively occupied in the United Kingdom as a consultant to start-ups and small and
medium-sized enterprises, since 2014, operating in the field of technology, providing advice on corporate
governance structures, financial management and development strategies.
Moreover, he has been a Member of the Advisory Committee of Landbay, a pioneer in the P2PO fintech
industry, since 2014.
He was head of NBGI PE See Real Estate LP, based in London, from 2008 to 2014.
Mr. Chatzigiannis
was a Member of the Investment Committee in small and medium-sized English
companies of NBG PE UK FUND from 2000 to 2008.
From 1997 to 2008, he was the head of the capital markets of NBGI Limited in London (a subsidiary of the
National Bank of Greece in the United Kingdom).
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He was also the Corporate Finance Director of PBTC Bank Limited in London and was a key executive in the
establishment of a bank in Monte Carlo, under the title Eurofinancière d’investissements SAM. Mr. Chatzigiannis
was elected Chairman and Deputy Chairman of the Hellenic Bankers Association UK for 3 consecutive terms.
During the period 1987-1995 he played an active role in the operational audit of the Latsis Group.
Professional skills:
Certified Public Accountant (ICAEW Member), worked at KPMG from 1982 to 1987 / FSA Member - UK
Representatives.
Qualifications:
Master of Science (MSc) in Accounting and Finance from the London School of Economics (LSE) / Bachelor
of Economics from LSE.
-
Maria Sarri – Independent Non-Executive Member
Mrs. Maria Sarri has holds over forty years of experience in asset management and venture capital
management, investment banking, as well as management, financing and marketing of enterprises. She
has been a member of the Board of Directors
of Hellenic Capital Partners (www.hellenic-cp.com), a mutual
fund management company, since 2003, first as Vice President and today as President. Mrs. Sarri has held
senior management positions at Banks in Greece as well as in the USA. In the framework of her
professional activity, she has been and is a member of the management and the Boards of Directors of
various companies in various fields of business activity. She is a graduate of the Athens University of
Economics and Business, with a postgraduate degree in Business Administration from West England
University- Bristol, United Kingdom.
Independent Non-Executive Members of the BoD
"Independent Non-Executive Members" are defined as the non-executive members of the Company’s BoD, who
during their appointment or election and during their term of office meet the criteria of independence provided in
the provisions of Article 9 of Law 4706/2020) and are free from conflicts of interest, in accordance with the
provisions of Law 4548/2018 on Societes Anonymes, as effective. The Independent Non-Executive Members
are appointed by the General Meeting of Shareholders.
The Company has adopted the Procedure for Notification of Dependency Relations of the Independent Non-
Executive Members of the Board of Directors, in accordance with the current legal framework. The purpose of
this Procedure is to disclose the existence of Dependency Relations of the Independent Non-Executive
Members of the Board of Directors as well as of the persons, closely related with these persons. In this context,
the Independent Non-Executive Members submit, upon their appointment, an annual "Statement of
Independence" regarding the criteria of independence under the provisions of Article 9 of Law 4706/2020.
The conditions met for the designation of a member of the Board of Directors as an Independent Non-Executive
are reviewed by the Board of Directors, on an annual basis at least per fiscal year, and in any case before the
publication of the annual financial report, which includes the relevant data.
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Therefore, the Board of Directors at its meeting of 17.03.2022 reviewed the compliance with the legal requirements
for designation as Independent of its Non-Executive members of Mr. Efstratios Chatzigiannis, Mr. Loukas Papazoglou
and Mrs. Maria Sarri and concluded that they meet the criteria under Article 9 of Law 4706/2020.
Number of shares of Attica SA Holdings held by the member of the Board of Directors
On 31 December 2022, the members of the Board of Directors held shares of Attica Holdings S.A. are as follows:
NAME / SURNAME
POSITION
NUMBER OF SHARES
Kyriakos Mageiras
Chairman – Executive Member
0
George Efstratiadis
Vice-Chairman – Non-Executive Member
77,000
Spyridon Paschalis
Chief Executive Officer – Deputy Chairman –
Executive Member
97,737
Ilias Trigkas
Non-Executive Member
0
Loukas Papazoglou
Independent Non-Executive Member
0
Efstratios Chatzigiannis
Independent Non-Executive Member
0
Maria Sarri
Independent Non-Executive Member
0
Conflict of interests
Members of the Board of Directors should abstein from pursuing their own interests that are contrary to the
Company's interests. In particular, Directors are forbidden to participate in the Company's management and
act, without the approval of the General Meeting, on their behalf or on behalf of third parties, thus falling within
one of the aims pursued by the Company and participate as general partners, in the companies pursuing such
objectives.
Attica Group has adopted a Conflict of Interest Management Framework - Policy and Procedures (the
"Framework") regarding maintenance and implementation of effective policies, procedures and control
mechanisms for prevention, detection and management of existing and potential conflict situations during its
operation, in accordance with the applicable regulatory and legal framework.
The Framework aims
to provide guidance to the members of the Board of Directors on how conflicts of interests
are defined, how they can be recognized, as well as what procedures should be followed when they take place,
in order to protect the Group’s interests.
Other professional commitments of the members of the Board of Directors
The members of the Board of Directors have disclosed to the Company the following other professional
commitments (including significant non-executive commitments to companies and non-profit institutions):
-
Mr. Kyriakos Mageiras holds a managing position in MIG SHIPPING S.A., 100% subsidiary of MIG
HOLDINGS S.A.
-
Mr. Georgios Efstratiadis is the CEO of MIG HOLDINGS S.A., CEO & Vice President of MIG MEDIA,
President & CEO of ATHENIAN ENGINEERING AIRCRAFT MAINTENANCE SA and holds a management
position in the companies TOWER TECHNOLOGY HOLDING LTD, MIG AVIATION HOLDING, MIG REAL
ESTATE SERBIA, MIG LEISURE & MIG SHIPPING.
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-
Mr. Spyridon Paschalis participates in the BoD of NAFS SA and the HELLENIC CHAMBER OF SHIPPING
(NEE), and is Chairman of the BoD of the Greek Shipowners Association for Passenger Ships (S.E.E.N.)
-
Mr. Ilias Trigas participates in the Board of Directors. of the companies IMITHEA MAE, ETVA VIPE SA,
THRIASIO SA, PICAR MAE, EUROAK SA, EUROTERRA SA, REBIKAT SA, OWL CAPITAL,
EUROINVESTMENT & FINANCE, FILOKTIMATIKI PUBLIC LTD, PHILOKTIMAKI ERGOLIPTIKI LTD,
SUNHOLDINGS PROPERTIES COMPANY LTD, PIRAEUS EQUITY PARTNERS LTD.
-
Mr. Loukas Papazoglou participates in the BoD of the company MIG HOLDINGS S.A. He is also an
independent non-executive member of the BoD of NOVAL PROPERTY.
-
Mr. Efstratios Chatzigiannis participates in the BoD of the companies ILA POTHECARY LIMITED, PRM ER
LTD, as well as the company MIG HOLDINGS S.A.
-
Mrs. Maria Sarri is the Chairman of the BoD of HELLENIC CAPITAL PARTNERS SA, Vice President of
RENEWABLE ENERGY PARKS SA and participates in the BoD of the companies HELLENIC CAPITAL
PARTNERS SA, GPS INVESTMENTS SA and PLUS ENERGY SA.
Structure of Operation and Authority of the Board of Directors
In accordance with Article 19 of the Articles of Association and the Corporate Governance Code, the Board of
Directors is responsible for administration and management of corporate affairs. It decides on everything in
general about matters pertaining to the Company and acts in accordance with the nature and context of its
purpose, with the exception of decisions, acts and actions which by law or by the Articles of Association are
within the exclusive competence of the General Meeting.
Indicatevely: a. It represents the Company before the Courts as well as before any other authority and gives the oaths
imposed on the Company by the Chairman or the Vice Chairman or the Managing Director or the Chief Executive
Officer or by another person, an employee of the Company or not, appointed by the Council for this purpose, b. It
regulates internal and external operations of the Company, determines and controls all expenses related to its
operation and appoints and dismisses its personnel, c. It decides to execute works or energy supplies; d. It concludes
purchases, sales, exchanges, mortgages, pledges or leases of real estate or movable and generally any agreements,
assigns claims of the Company; accepts the assignment of other claims; accepts and grants guarantees from, any
third party to achieve the corporate purpose and generally undertakes any obligation for the Company, e. It determines
the use of the funds available, appointing arbitrators, deciding on actions, appeals, resolutions, waivers of all or part of
their proceedings for the registration, elimination or removal of mortgages, termination of seizures and removal of
proceedings in respect of all the interests of the Company; f. It grants general or partial proxy to the persons who deem
it, appoints the Company's lawyers and provides them with the power of attorney; g. It submits to the General Meeting
proposals for the increase of the share capital or for reduction thereof, the extension of the duration of the Company,
its transition to another company of any type, its merger with another company, and its dissolution before its contractual
maturity, h. It issues common bond loans and bond loans in accordance with the effective provisions of Law 3156/03.
The abovementioned list of Rights of the Board of Directors is not restrictive but merely indicative.
It is noted that acts of the BoD, even outside the corporate scope, bind the Company vis-à-vis third parties,
unless it is shown that the third party was aware of the oversight or ought to have been aware of it, while any
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limitations on the Board's power by the articles of association or by a decision of the General Meeting, are not
opposed to third parties even if they have been submitted to the disclosure.
The Board of Directors supervises the implementation of the Corporate Governance System in accordance with
the effective legislation, monitors and evaluates its implementation and effectiveness, periodically, every three
(3) financial years at least, taking appropriate actions to address any deficiencies. In this context, it ensures the
integration of Corporate Governance principles into business practice.
The Board of Directors ensures adequate and efficient operation of the Internal Control System, which includes,
for example, the control environment, risk management, review mechanisms & Controls, the information &
communication system and its monitoring, covers the Group’s and the Company’s operations and contributes
to their safe and efficient operation.
The Board of Directors has the right to assign to one or more of its members or other persons the management
of the Company and its representation in general or certain types of acts or a particular operation. The
authorities of the persons to whom the Board of Directors assigns the exercise of rights are determined by the
relevant decisions of the Board of Directors.
Pursuant to Article 13 of the Articles of Association and the Corporate Governance Regulation, in respect of
the BoD composition, it is stipulated that after every election, the new Board of Directors shall immediately
meet and elect from among its members the Chairman, the Vice-Chairman and the Chief Executive Officer for
the entire term of office and, if deemed necessary the Executive Director. The Chairman or the Vice-Chairman
- if the Chairman is prevented from acting - shall chair the meetings of the BoD and direct its operations.
According to article 14 of the Articles of Association and the Corporate Governance Code, the Board of Directors
shall meet at the Company’s registered office or outside it in any Municipality of Attica Region. In any case, the
Board of Directors shall meet outside its registered office in another place, domestically or abroad, as long as all its
members are present or represented at this meeting and no one opposes holding the meeting and decision-making.
The Board of Directors is convened in accordance with the provisions of article 91, Law 4548/2018.
The Board of Directors can meet through videoconference. In this case the invitation to the members of the
Board of Directors shall include the information necessary for their participation in the meeting. In any case,
any member of the Board of Directors can request that the meeting be teleconferenced with him/her if the
member in question resides in another country than that where the meeting is being held or if there is another
significant reason, in particular illness or disability.
Article 15 of the Articles of Association stipulates that a member of the Board of Directors, who is absent, can
be represented by only one other BoD member. Every member of the Board of Directors can represent only
one BoD member who is absent if authorized by a special order.
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The Board of Directors is in quorum and meets validly when half and more than one of the members are
present or represented it, but not when the number of those present is lower than three (3). In order to find the
quorum number, any resulting fraction is omitted.
The decisions of the Board of Directors are made applying the principle of absolute majority of the members present
and those represented. If the votes are evenly divided, the vote of the Chairman of the Board of Directors prevails.
The decisions of the Board of Directors are certified by minutes recorded in the book kept for this purpose and
signed by the members who were present at the meeting. Preparation and and signing the minutes by all members
of the BoD or their representatives is equivalent to a decision of the BoD, even if no prior meeting has been held.
Pursuant to article 16 of the Articles of Association, in case of resignation of a member of the Board of Directors
before the expiry of his/her service for any reason such as death, resignation or retirement or in any other way
loosing his/her capacity of a BoD member, the BoD may elect its members to replace the remaining members.
This election is allowed as long as the replacement of the above members is not possible by alternate
members, who have been elected by the GM or appointed by A shareholder or shareholders, according to
article 81 of law 4548/2018. Election pf replacement by the Board is made based on the decision of the
remaining members, if their number is at least three (3), and is valid for the remainder of the term of office of
the replaced member. The decision of the election is disclosed and is announced by the BoD the next GM,
which may replace the elected members, even if no relevant item is on the agenda. In any case, the other
members can continue to manage and represent the Company without replacing the missing members in
accordance with the above, provided that their number exceeds half of the members they had before the above
events. In any case, these members may not be fewer than three (3).
The Board of Directors convenes at a frequency necessary to carry out its duties effectively. The information provided
by the Management must be timely in order to enable it to effectively cope with the tasks deriving from its
responsibilities.
The members of the Board of Directors have the right to request any information they deem necessary for the
performance of their duties at any time.
In 2022, 22 meetings of the Board of Directors were held. The participations of every member of the Board of
Directors in its meetings during the year 2022, are presented in the following table:
NAME/SURNAME
POSITION
PARTICIPATION IN THE
BOD MEETINGS
Kyriakos Mageiras
Chairman – Executive Member
22/22
Georgios Efstratiadis
Vice-Chairman – Non-Executive Member
22/22
Spyridon Paschalis
Chief Executive Officer – Deputy Chairman –
Executive Member
22/22
Ilias Trigkas (*)
Non-Executive Member
11/11
Loukas Papazoglou
Independent Non-Executive Member
22/22
Efstratios Chatzigiannis
Independent Non-Executive Member
22/22
Maria Sarri
Independent Non-Executive Member
22/22
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
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(*)Mr Ilias Trigkas was elected a member of the Board of Directors on 5.9.2022 and participated in all the BoD meetings during her term in
office in 2022, i.e. 11 meetings.
Mr. M. Sakellis
participated in 11/11 meetings of the Board of Directors of Attica Holdings SA, which took place between 01.01.2022 –
2.9.2022, the date on which he submitted his resignation from a member of the BoD and a member of the Audit Committee.
COMPOSITION AND OPERATIONAL STRUCTURE OF AUDIT COMMITTEE
The main objective of the Audit Committee is to assist the BoD in ensuring transparency in corporate activities
and in fulfilling its obligations and responsibilities towards its shareholders and supervising authorities The
Audit Committee is accountable to the Board of Directors of the Company.
The Audit Committee has an Operating Regulation approved by the Board of Directors of the Company, which
has been in line with the provisions of Law 4449/2017 as effective. The Rules of Procedure of the Committee
are posted on the website of the Company.
According to its Rules of Procedure, the Audit Committee has the following main responsibilities:
-
To inform the Company’s Board of Directors of the outcome of the statutory audit and its contribution to the
integrity of the financial information and its role in the relevant process,
-
To monitor the financial information process and make recommendations or proposals to ensure its integrity,
-
To monitor the statutory audit of the separate and consolidated financial statements and in particular the
performance of the audit, taking into account any findings and conclusions of the competent Authority in
accordance with the applicable framework,
-
To review and monitor independence of the statutory auditors - accountants and in particular the adequacy
of the provision of non-audit services to the entity under audit in accordance with applicable law,
-
To implement the procedure for selecting certified auditors or auditing firms and submiting a proposal to the
Board of Directors of the Company regarding the selection of certified auditors to be appointed following a
decision of the General Meeting,
-
To propose to the Company’s Board of Directors the head of the Internal Control Department,
-
To evaluate and approve the annual control plan of the Internal Control Department,
-
To inform the Board of Directors on the most significant issues and its proposals, quarterly,
-
To prepare and submit an annual report to the General Meeting of Shareholders which includes a description
of the sustainable development policy followed by the Company.
The Annual General Meeting of the Company's shareholders, held on 27.8.2020, decided to designate the
Company's Audit Committee as a Board of Directors Committee, consisted of non-executive members of its
Board of Directors, the majority of whom are independent. The Chairman of the Audit Committee was elected
by its members and is independent of the Company. The term of office of the Audit Committee is equal to that
of the Board of Directors, ie three years until the Regular General Meeting, which will meet in the third year after
their election.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 76
Ο
n 05.09.2022, the Board of Directors decided to replace the resigned member of the Audit Committee, Mr.
Michael Sakellis, by Mr. Georgios Efstratiadis, a non-executive member of the Board of Directors. Thereafter,
the Committee reconstituted into a Body and elected its Chairman.
All the members of the Committee have sufficient knowledge of the Company’s opertaing segment and at least
one member, specifically Mr. Efstratios Chatzigiannis, has proven sufficient knowledge in accounting and
auditing. This member shall be present at the meetings of the Audit Committee concerning the approval of the
financial statements.
The CVs of the members of the Committee refer to a previous section of the Report and are also posted on the
corporate website of ATTICA HOLDINGS.
The Audit Committee meets at least once a quarter or whenever deemed necessary.
The Chairman of the Audit Committee formulates and suggests the items on the agenda which together with
the relevant information material (internal audit reports, administrative reports, reports, etc.) are distributed in
a timely manner to the other members of the Audit Committee. If deemed necessary, the Committee may, at
its discretion, invite to its meetings the Head of the Internal Control Department, executives and external
auditors.
The Chairman of the Committee informs the Board of Directors on a quarterly basis about the operations of
the Committee and submits the minutes of its meetings, in which the issues discussed and any remarks -
suggestions of the Committee are recorded.
On 31.12.2022, the Audit Committee consists of the members of the Board of Directors, as presented in the
table below.
In 2022, the Audit Committee held 15 meetings. The participations of the Chairman and the members of the
Committee in the meetings held in 2022 are presented in the following table:
NAME/SURNAME
POSITION
PARTICIPATION IN THE
MEETING OF IC
Efstratios Chatzigiannis
Chairman – Independent Non-Executive Member
15/15
Loukas Papazoglou
Non-Executive Member
15/15
Georgios Efstratiadis(*)
Independent Non-Executive Member
6/6
(*) Mr. Georgios Efstratiadis was elected as a member of the Audit Committee on 5.9.2022 and participated in all Committee meetings after
his election, i.e. 6 (six) meetings.
Mr. Michael Sakellis participated in 9/9 meetings of the Board of Directors of Attica Holdings S.A., which took place between 1.1.2022 –
2.9.2022, the date on which he submitted his resignation as a member of the BoD and member of the Audit Committee.
To facilitate the completion of the review and evaluation of the financial information process for the year 2022,
two (2) more meetings of the Audit Committee were held in 2023 with the Certified Auditors and Executives of
the Company.
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The Issues Addressed by the Audit Committee in 2022
The most significant issues, addressed by the Committee during 2022, are the following:
-
Monitoring and evaluating adequacy, efficiency and effectiveness of policies, procedures and controls in
relation to the Internal Control System and
to
assessment and management of risks in
financial reporting.
-
Approving the annual audit plan of the Internal Audit Department for 2022.
-
Monitoring the results of the Internal Audit Department activities.
-
Monitoring and evaluating the preparation of
financial reporting.
-
Assessing completeness and consistency of financial statements.
-
Updating the Board of Directors about the review of the annual separate and consolidated financial
statements of 2021 as well as the interim separate and consolidated financial statements of 2022.
-
Making proposals following the relative evaluation to the Board of Directors regarding the collaboration
with the auditing firm "Grant Thornton SA" for mandatory audit of the financial statements of 2022.
-
Making recommendations to the Board of Directors regarding the approval of the revised Operating
Regulations of the Audit Committee.
-
Evaluating the operation of the Audit Committee in the context of the evaluation process of the Board of
Directors and its Committees as a collective body in accordance with the procedure approved by the
Board of Directors.
-
Reviewing the independence of Certified Auditors-Accountants, in terms of
adequacy of services in
addition to the statutory audit.
In particular, the Audit Committee, after evaluation and taking into account the provisions of Law 4449/2017 and
in particular Article 44 and Regulation (EU) No. 537/2014, Article 5, agreed to assign non-audit services to
auditing firm "Grant Thornton SA" which has undertaken the statutory audit of the financial statements of the
year, taking into account retaining objectivity and independence of the statutory auditor or the auditing firm.
COMPOSITION AND OPERATION OF THE REMUNERATION & NOMINATION COMMITTEE
The Remuneration & Nomination Committee main objective is to assist the Company’s Board of Directors
a) in
matters of staffing of the BoD and the top executives of the Company based on the current legislation, and b) in
the implementation of the approved Remuneration Policy.
The Remuneration & Nomination Committee ("RNC") reports to the Company’s BoD. It has in place Rules of
Procedures,
updated in December 2022 and
posted on the Company's website, analitically describing the
separate responsibilities of the RNC and the procedures necessary to meet its objective.
More specifically, according to its Rules of Procedure, the Committee’s main objective in respect of nominating
candidates is:
-
Facilitating existence of effective and transparent procedures under nominating potential BoD members,
-
Selecting and proposing potential BoD members to the Board of Directors,
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 78
-
Assisting in ensuring that the composition and structure of the Company’s BoD
is in compliance with the
size, business characteristics, nature, scope and complexity of the Company's operations.
With regard to the remuneration procedure, the Committee’s main objective is:
-
Submitting proposals to the BoD on the content of the Remuneration Policy to be approved by the
General Meeting, in accordance with Par. 2, Article 110, Law 4548/2018 and assisting the BoD to monitor
its implementation,
-
Submitting proposals to the BoD on remuneration and other benefits of the BoD members and of the
persons falling within the scope of the Remuneration Policy under Article 110, Law 4548/2018 and
remuneration of the key executives, such as the Head of the Internal Audit Unit.
-
Reviewing the information included in the final draft of the annual remuneration report, providing its opinion
to the BoD before the report is submitted to the General Meeting, in accordance with Article 112, Law
4548/2018.
The Annual General Meeting of the Company's shareholders, held on 27.8.2020, approved the establishment
of a unified Remuneration and Nomination Committee, consisting of non-executive members of the Board of
Directors, who in their majority are independent. The members of RNC were appointed by the BoD. The
Chairman of the RNC is elected at the first, after its appointment, meeting by its members and is an independent
non-executive member of the BoD. The term of the RNC is three years, proportional to the term of the Board of
Directors, and is automatically extended until the first Regular General Meeting.
In its present composition, the Committee was established at the meeting of the Board of Directors of 5.9.2022
after the election of Mr. Ilias Trigkas as a new member of the RNC in replacement of the resigned Mr. Georgios
Efstratiadis. The RNC consists of three (3) members, two (2) independent non-executive members and one (1)
non-executive member. The members of the RNC
possess knowledge, experience and skills relevant to and in
proportion with the nature of the tasks they are required to perform. Decisions are made unanimously by the
Committee’s members
The Committee meets at least once a year and extraordinarily, whenever the Chairman of the Committee or any
of its members deem so. The Chairman of the RNC designates and proposes the items on the agenda. The
minutes of the meetings, including the RNC proposals, are signed by its members. The members of the RNC
participate in the meetings either in person or by video conference. The RNC may invite other executives of the
Company, depending on the issues to be discussed, and use any other resources it deems appropriate to fulfill
its purpose, including the external consultants services.
On 31.12.2022, the composition of the Remuneration & Nomination Committee of the Board of Directors, is
presented in the table below. In 2022, the RNC held six (6) meetings. Attendance of every member in the
meetings of the RNC during 2022 is presented in the following table:
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NAME/SURNAME
POSITION
PARTICIPATION IN THE RNC
MEETINGS
Loukas Papazoglou
Chairman- Independent Non-Executive Member
6/6
Efstratios Chatzigiannis
Independent Non-Executive Member
6/6
Ilias Trigkas (*)
Non-Executive Member
2/2
(*) Mr. Ilias Trigkas was elected member of the NRC on 5.9.2022 and participated in the meeting of the Committee that took place, after his
election, i.e. 2 meetings.
Mr. Georgios Efstratiadis participated in 4/4 meeting of the NRC, which took place between 01.01.2022 – 5.9.2022, the date when he
submitted his resignation as a member of the BoD and a member of
the NRC.
The Issues Addressed by the Remuneration & Nomination Committee in 2022
The Remuneration and Nomination Committee held six (6) meetings in 2022. The main issues it addressed in
the context of its operations
and the provisions of the legislative and regulatory framework are the following:
-
Recognizing that
independent non-executive members of the Company's Board of Directors for the
year 2021 meet the independence criteria of Article 9 of Law 4706/2020 and a relevant recommendation
to the Board of Directors.
-
Annually evaluating the Remuneration & Nomination Committee and informing
the Board of Directors
about the evaluation.
-
Submitting proposals for advance payment of fees to non-executive members of the Board of Directors
until the next Regular General Meeting, in accordance with Article 109 of Law 4548/2018.
-
Submitting proposals to the Board of Directors regarding the revised "Remuneration Policy" of the
Company.
-
Submitting proposals to the Board of Directors regarding the Company's Remuneration Report for the
fiscal year 01.01.2021-31.12.2021.
-
Non-distribution of variable remuneration for the years 2020 & 2021 to the executive members of the
Board of Directors of Attica Holdings S.A. and its subsidiary companies, in accordance with the effective
Remuneration Policy.
-
Evaluating the candidate member suitability and relevant recommendation to the Board of Directors.
-
Member replacement and Committee reconstitution.
-
Submitting proposals to the Board of Directors regarding the revised Rules of Procedure of the
Remuneration & Nomination Committee, in accordance with the provisions of the Hellenic Corporate
Governance Code.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 80
COMPOSITION AND OPERATION OF THE RISK MANAGEMENT COMMITTEE
The Risk Management Committee main objective is to assist the Company’s Board of Directors in matters of
risk management as well as in implementation supervision of the approved Risk Management Policy and
Procedure.
The Committee has been established by the Board of Directors in order to assist the Board of Directors in its
supervisory function of the independent review, approval and monitoring of the effectiveness and efficiency of
risk management. It has Operating Regulations, which is published on the Company's website and describes in
detail its individual responsibilities and procedures for fulfilling its purpose.
The composition of the Risk Management Committee on 31.12.2022 consists of the members of the Board of
Directors, as presented in the table below.
NAME/SURNAME
POSITION
Loukas Papazoglou
Chairman- Independent Non-Executive Member
Kyriakos Mageiras
Executive Member
(Chairmen of BoD.)
Spyridon Paschalis
Executive Member
(Chief Executive Officer & Deputy
Chairman)
Georgios Efstratiadis
Non-executive Member
Efstratios Chatzigiannis
Independent Non-executive Member
Ilias Trigkas
Non-executive Member
In 2022, the Risk Management Committee held 5 meetings.
EVALUATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
In the context of implementing the provisions of Law 4706 / 2020 and the Greek Code of Corporate Governance
applied by the Company regarding the evaluation of the Board of Directors and its Committees, at its meeting
held on 26.1.2023, the BoD approved the methodology of its collective assessment.
Furthermore, the Board of Directors carried out its annual evaluation for the year 2022. Respectively, the
evaluation of the Remuneration and Nomination Committee, the Audit Committee as well as the evaluation of
the Chairman of the Board of Directors
and the CEO were carried out.
The evaluation procedure was facilitated by a specialized external consultant (Deloitte), who prepared a presentation
regarding the results of the aforementioned evaluations, thoroughly discussed in the competent bodies.
The implemented evaluation procedure included integration of the main relevant regulatory requirements,
recognition of the priorities of the Board of Directors and its Committees and creation and completion of
structured quality questionnaires.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 81
The Board of Directors
The evaluation of the Board of Directors included the examination of its effectiveness in relation to the following
key Pillars: Strategy, Operation, Risk Management and Internal Control System, Leadership and Culture,
Supervision, Internal and External Communication, Performance Evaluation and Talent.
The objective was to evaluate the collective effectiveness of the Board of Directors, and to identify opportunities
for improvement to further strengthen them.
The results of the evaluation were submitted to the Remuneration and Nomination Committee, as well as to the
Board of Directors.
Audit Committee
The Audit Committee's evaluation included the examination of its effectiveness in terms of meetings and
procedures followed, the effectiveness of its Chairman, the skills of its members as well as the examination of
the degree of fulfilment of its responsibilities regarding: a) the Internal Control System, b) the Internal Control
Unit, c) monitoring the financial reporting procedure and the audit of financial statements.
The objective was to assess the Committee's collective effectiveness and identify opportunities for improvement
to further strengthen it.
The results of the evaluation were submitted to the Audit Committee, as well as to the Board of Directors.
Remuneration and Nomination Committee
The Evaluation of the Remuneration and Nomination Committee included the examination of its effectiveness
in terms of meetings and procedures followed, the effectiveness of its Chairman, the skills of its members as
well as the examination of the degree of fulfilment of its responsibilities.
The objective was to assess the Committee's collective effectiveness and identify opportunities for improvement
to further strengthen it.
The results of the assessment were submitted to the Remuneration and Nomination Committee as well as to
the Board of Directors.
Chairman of the Board of Directors
A quality evaluation of the Chairman of the Board of Directors was carried out in the context of the Board of
Directors
evaluation, through the relevant questionnaires.
The relevant evaluation of the Chairman covered key areas of his responsibility, with the primary objective of
evaluating the degree of achievement of the performance of his duties.
The results were discussed with the Chairman in person, as well as with the Board of Directors.
Chief Executive Officer
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 82
A quality evaluation of the Chief Executive Officer was carried out in the context of the Board of Directors
evaluation, through the relevant questionnaires.
The relevant evaluation of the Chief Executive Officer covered key areas of his responsibility, with the primary
objective of evaluating the degree of achievement of the performance of his duties.
The results were discussed with the CEO in person, as well as with the Board of Directors.
Evaluation results
The Board of Directors and its Committees thoroughly discussed the results of the evaluation and considered
them to be particularly satisfactory. The members of the Board of Directors focused on effective operation and
composition of the Board of Directors and the statutory Committees as well as recognition of their positive points
as follows:
Regarding the Board of Directors (BoD):
The strategy pillar:
-
Executive members prepare and adequately monitor the strategic plans.
-
The Board of Directors ensures that the Management correctly implements the Company's strategy.
-
The Boards of Directors fully understands the Company's mission, vision and strategy.
-
The Board of Directors exercises effective leadership.
BoD operating pillar:
-
The duties of the Board of Directors are clearly defined, with a clear distinction between the duties of
executive and non-executive members.
-
Non-executive members of the Board of Directors ensure effective performance monitoring of executive members.
Risks and Internal Control System (ICS) pillar:
-
The Board of Directors acknowledges its responsibility to maintain an appropriate Internal Control System.
-
The Board of Directors is timely informed about potential risk areas.
-
The Board of Directors understands the risks (financial and non-financial) and their nature and determines
the extent of risk exposure it intends to undertake to achieve its long-term strategic objectives.
Leadership and Culture pillar:
-
The members of the Board of Directors encourage integrity and ethical behavior and are exemplary role models.
-
The members of the Board of Directors are treated equally/fairly, and are not excluded due to any
discrimination (e.g. gender, religion, etc.).
-
An effective procedure for whistleblowing is implemented.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 83
BoD supervision pillar:
-
The Board of Directors adequately supervises the Financial Reporting process.
-
The statutory Board Committees fulfill their responsibilities and are adequately staffed with an appropriate
number of non-executive members with the relative skills.
Internal and External Reporting pillar:
-
The quality of the information included in the reports on the Company’s and the Group’s operations is satisfactory.
-
The Board of Directors timely prepares and submits to the General Meeting of shareholders the financial
statements, as well as the annual report of transactions/activities of the Company and the Group.
Talent pillar:
-
The Board of Directors makes efficient use of the talents and skills of its members.
-
Sufficient and on-going training for the Board of Directors is ensured.
As far as the Remuneration & Nomination Committee is concerned, the following positive factors were
recognized, among others:
-
The chairman effectively leads the Committee and ensures effective communication with the BoD.
-
The members of the Committee have the necessary abilities/skills to achieve the objectives of the Committee.
-
The Committee submits proposals to the Board of Directors regarding variable fees and other benefits of the
members of the Board of Directors.
-
The Committee ensures both the sufficient frequency and the sufficiency of meeting time for full discussion
and analysis of all the issues with the full participation of its members.
As far as the Audit Committee (AC) is concerned, the following positive factors were recognized, among others:
-
The chairman effectively leads the Committee, ensures effective communication with the BoD and acts
independently in crisis.
-
The members of the Committee have the necessary abilities/skills.
-
The Committee monitors the effectiveness of the Internal Control System and supervision - mainly of the
Company's financial risks.
-
The Committee monitors the financial reporting process and submits recommendations or proposals to
ensure its integrity.
-
The Committee evaluates and approves the annual internal audit plan.
-
The Committee ensures both - the sufficient frequency and the sufficiency of meeting time for full
discussion and analysis of all the issues with the full participation of its members.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 84
Regarding the evaluation of the Chairman of the Board of Directors and the CEO, the following
positive factors
were recognized, among others:
The Chairman of the Board of Directors:
-
promotes new ventures/business models and value propositions for future growth,
-
leads the Board of Directors effectively,
-
in cooperation with the Managing Director, ensures the con-going pursuit of operations development.
The CEO:
-
assumes responsibilities and successfully performs his/her duties,
-
effectively cooperates with the Chairman of the Board of Directors on implementation of critical initiatives
for the Company.
The Board of Directors noted particularly satisfactory results of the annual evaluation and has unanimously
decided that in 2023 it would be appropriate and feasible to devote even more time during its meetings to
discussions concerning the strategic direction of the Company, including emerging issues and trends, innovation
or any other issue that could affect the Company in the future.
6.
INFORMATION ABOUT SENIOR EXECUTIVES
CVs
CVs of the Group’s senior executives in 2022 are listed below:
-
Panagiotis Dikaios - Chief Financial Officer
Mr. Panagiotis Dikaios has more than 20 years of experience in shipping finance and investment banking.
He has been employed in Attica Group since 2012.
During his previous employment Mr.Dikaios served for 5 years at Investment Bank of Greece as Shipping
Manager, responsible of financing and investment banking services to the maritime sector.
Mr.
Dikaios
completed his maritime studies at the University of Piraeus and then obtained an MBA from
the RSM Rotterdam School of Management in Netherlands.
He also serves as a member of Board of Directors in subsidiaries of Attica Group.
-
George Anagnostou - Chief
Operations Officer
Mr. George Anagnostou has 31 years of experience in coastal shipping, as well as in maritime dry cargo
transport.
He has served as an executive officer of Attica Group for cumulative 12 years.
In his previous work experience, he has been the Director of New-Building Construction at Dryships Inc.
Through this position, Mr. Anagnostou directed and was responsible for overseeing the construction of over
55 vessels, including tankers, bulk carriers, LNGs and drilling vessels.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 85
Mr. Anagnostou holds a PhD as Naval Architect & Marine Engineer (PhD Degree) at the Massachusetts
Institute of Technology, USA.
He also serves as a member of Board of Directors in subsidiaries of Attica Group.
-
Dionysis Theodoratos – Chief Commercial Officer
Mr. Dionysis Theodoratos is the Chief Commercial Officer of Attica Group.
He has 30 years of experience in Sales and Marketing. In 1992 he served as Media Planning manager at
the advertising company MRS and in 1995 as the advertising director of Radio Greece FM.
In 1996,
Mr. Theodoratos worked as marketing manager at Blue Star Ferries, former Strintzis Lines.
In 2004, he worked as Commercial Director of domestic lines at Blue Star Ferries.
In 2016 he worked as Chief Operating Officer of Attica Group while maintaining the position of Marketing Director.
He is a member of the BoD of the Attica Group subsidiaries and a member of the BoD of the Greek
Shipowners Association for Passenger Ships (S.E.E.N.).
Mr. Theodoratos was awarded the tiatle of an honorary citizen of Symi and Leros islands in recognition of
his services as the Chief Commercial Officer of Attica Group.
He holds a degree in marketing and advertising from the Technological Education Institute (TEI) in
Thessaloniki.
-
Panagiotis Papadodimas - Chief Administrative & Transformation Officer
Mr. Panagiotis Papadodimas has 22 years of experience in coastal shipping, as well as in maritime dry
cargo transport.
He has been an executive officer of Attica Group for cumulative 18 years.
He was the General Manager for 4 years at Magna Marine Inc., a dry cargo maritime company,, managing
the company’s operations.
Mr. Papadodimas holds a degree in lawL
,an MSc in Bank Finance & Portfolio Management, and an MSc
in Maritime Operation.
He also serves as a member of Board of Directors in subsidiaries of Attica Group.
Number of shares of Attica Holdings held by the senior executives
The number of shares of Attica Holdings held by senior executives on December 31, 2022 is presented in the
table below as follows:
NAME/SURNAME
POSITION
NUMBER OF SHARES
Panagiotis Dikaios
Chief Financial Officer
0
George Anagnostou
Chief
Operations Officer
348
Dionysis Theodoratos
Chief Commercial Officer
0
Panagiotis Papadodimas
Chief Administrative & Transformation Officer
5,000
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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Page 86
7. INFORMATION ABOUT CORPORATE
GOVERNANCE SYSTEM POLICY
Remuneration Policy
The Company has prepared Remuneration Policy that applies to the members of the Company’s and its
subsidiaries’ Board of Directors in accordance with the obligations arising from Law 4548/2018, articles 110-
111. The Remuneration Policy was approved at the Regular General Meeting held on 5.9.2019, reviewed at the
Regular General Meeting held on 8.9.2022 and published on the Company's website. The Remuneration Policy
is effective for four (4) corporate years, including the under approval.
The key principles of Remuneration Policy are designed to attract, motivate and retain in human resources a
talented team of entrepreneurs with a business spirit and creativity, which will contribute to the development of
the business strategy and will be the basis of long-term success and sustainable development of the Company.
The provisions of the Remuneration Policy, among others, include:
Remuneration of Executive BoD Members
Regarding the Executive members of the Board of Directors, the Remuneration Policy regulates fixed fees,
variable fees, as well as other benefits.
Fixed fees of the Executive members of the Board of Directors constitute the fixed part of the annual fees set in
accordance with the terms governing the employment contract of the executives covered by this Remuneration
Policy. More generally, knowledge, experience, the significance of the position, the assumption of
responsibilities and the basic principles of the Remuneration Policy are taken into account for the determination
of fixed fees. Additionally, the need to retain executives with skills that are difficult to replace due to the nature
of the Group's operations and the balance of salaries within the Group is taken into account. The Company and
the Group's subsidiaries pay the executive members of the Board of Directors fixed fees based on individual
contracts. It is noted that at the time of preparing the current Policy, the Company and its subsidiaries maintained
indefinite employment contracts with the executive members of the Board of Directors of the Company and its
subsidiaries.
Variable fees of the executive members of the Board of Directors refer to the part of the annual remuneration in
the form of short-term incentives ("short-term incentives"), combined with the performance of the executives
covered by the effective Remuneration Policy regarding the achievement of the objectives at Group level as well
as a remuneration system based on individual performance.
Remuneration of Non-Executive and Independent Non-Executive BoD Members
The fees of the Non-Executive and Independent Non-Executive members of the Board of Directors are approved
annually by a decision of the General Meeting of Shareholders.
In particular, the non-Executive and Independent Non-Executive members of the Board of Directors receive a basic
annual fee for their participation in the Board of Directors.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 87
These members receive an additional fixed amount for additional responsibilities, such as chairing and
participating in Committees, also approved by the Regular General Meeting.
Participation in a stock option plan is effective regarding the non-Executive members of the BoD following a
decision of the General Meeting according to Article 113 of Law 4548/2018.
Independent Non-Executive Members are not eligible for retirement plans, benefits or long-term incentives and
are not entitled to variable bonuses or other performance-related benefits.
Remuneration Report
The Company prepares a comprehensive Remuneration Report for the last financial year in accordance with
the obligations arising from Article 112 of Law 4548/2018. The Report which contains a detailed overview of
earnings as regulated in the Company Remuneration Policy and includes the minimum content, as provided by
current legislation. According to the current legislation, Remuneration Report of the last financial year is
submitted for discussion at the Regular General Meeting, as an item on the agenda.
BoD Members Eligibility Policy
The Company has developed
Eligibility Policy for the Members of the Board of Directors, which includes all the
principles and criteria applied during the selection, replacement and renewal of the term of office of the members of
the Board of Directors, in the context of individual and collective eligibility. Eligibility Policy is governed by the principle
of transparency and proportionality, was prepared based on the provisions of Article 3 of Law 4706/2020 and the
guidelines of the Hellenic Capital Market Commission and was approved by the decision of the Board of Directors
dated 24.6.2021 and, subsequently, by the decision of 15.7.2021 of the General Meeting of the Company's
shareholders, with effect from the entry into force of Law 4706/2020. The scope of application of the Policy includes
the executive, non-executive and independent non-executive members of the Company’s BoD.
The objective of the Eligibility Policy is to:
-
Ensure qualitative staffing, efficient operation and fulfillment of the role of the Board of Directors, based on the general
strategy and the medium-term business aspirations of the Company, in order to promote the Company’s interest.
-
Establish transparent rules and procedures for the evaluation of eligibility and reliability of these persons,
both before taking the specific position ("placement") and on a periodic basis ("evaluation").
-
Minimize potential operational risks arising from the assignment of tasks to non eligible persons.
Diversity Policy
Aiming at promoting an appropriate level of diversity in the BoD and a diverse group of members, the Company
applies a diversity policy when appointing new members of the Board. This policy aims to avoid the phenomenon
of "herd thinking" and promote different views and experiences, in order to ensure the existence of independent
judgment and constructive dialogue during the discussion and decision-making processes within the BoD. In
this context, the Company ensures adequate representation per gender, as defined by legislation. In addition to
the adequate representation per gender as provided above, during the selection of candidate members of the
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 88
BoD exclusion of the Company is prohibited due to discrimination on the basis of, but not limited to, race, colour,
ethnic or social origin, religion, property, disability, age and / or sexual orientation.
Regarding administrative, managerial and monitoring committees of the Company and Group there is no access
limitation on gender, age or nationality of candidates’ personnel or any other characteristic protected by law.
Candidates in each body of the Company or the Group's companies should have sufficient knowledge and
experience in the domain, in which the Group operates, appropriate qualifications and those skills that will
support the sustainable business growth and the Group’s. In addition, the members, participating in the
aforementioned bodies, are always guided by the Group’s values.
Diversity in staffing the bodies, particularly regarding the cultural and educational backgrounds of the nominees,
is particularly useful to the Group as it gives, inter alia, the necessary knowledge of the peculiarities in the
markets where we operate, allows broadening the experience of executives of our Group.
Attica Group provides equal opportunities to all its employees and candidates, at all levels of the hierarchy
without any restrictions on access on the basis of gender, age, colour, nationality or any other characteristic
protected by law. In this context and in terms of gender representation in the Group's executives, the current
percentage of representation of women on 21.12.2022 is 11% (12% on 31/12/2021).
Sustainable Development Policy
The Company applies basic principles regarding the pillars of society, environment and economy and has
developed a specific policy regarding sustainable development and management of social, environmental and
governance issues (Environmental, Social, Governance Issues - ESG).
The Company defines sustainable development as the adoption of responsible policies and practices throughout
the scope of its business operation and harmonious cooperation with its social partners, in order to ensure the
creation of mutual long-term value.
The significant non-financial issues and factors of responsible operation, are a set of criteria, which the Company
takes very seriously and manages strategically guided by the long-term strategy of sustainable development.
Responsible practices, due diligence policies, reporting mechanisms, commitments and objectives have been
developed for these criteria, which are described in the "Non-Financial Reporting" section of the BoD Report,
and more analytically in the Company's annual Responsibility Reports.
The Responsibility Reports of the Group, published so far, are available at
https://www.attica-group.com/el/
. The
Responsibility Reports of the Group follow the GRI Standards guidelines of the Global Reporting Initiative.
The Company manages the issues of sustainable development through the Governance pillar, as well as the
Environmental and Social Pillars, in order to promote its corporate interest and competitiveness. The Company’s
activities regarding these pillars are recorded in the section "Non-Financial Reporting" of this Report.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 89
Transaction Management Framework for Related Parties
Attica Group adheres to and implements the Transaction Management Framework for Related Parties (the
"Framework"), which includes the general policy governing its transactions with related parties. The Framework
was adopted by the Company following the decision of the Board of Directors, in accordance with its obligations,
arising from the current legislative and regulatory framework.
The Framework regulates all the Company's transactions with related parties, as defined in the current
legislation and International Accounting Standards (IAS) and has been prepared in accordance with the
provisions of Article 14 of Law 4706/2020 and Articles 99 - 101 of Law 4548/2018, in combination with the
provisions of International Accounting Standards 24 and 27.
In order to ensure transparency and proper management of the Group's companies' transactions with related
parties, the Framework describes the Company's obligations and provides for a clear distribution of
responsibilities and roles between its organizational units.
The procedures for managing related party transactions are as follows:
1.
Α
Initial Transaction Investigation with Related Parties (identification and evaluation).
2.
Evaluation of the Transaction by the Legal, Insurance & Corporate Affairs Departments.
3.
Fair Valuation Opinion.
4.
Approval of Related Party Transactions.
In the context of the application of International Accounting Standards and International Financial Reporting Standards, the
Company is obliged to disclose its Transactions with Related Parties as an aggregate, through its financial statements.
8. INFORMATION ABOUT SHAREHOLDERS AND COMPANY ANNOUNCEMENT SERVICES
Shareholder Services
The Company has established and put in place Shareholder Services which are responsible for providing direct
and adequate information about shareholders, as well as their service regarding the exercise of their rights in
accordance with the law and the Company’s
Articles of Association.
In particular, the Shareholder Services ensure direct, correct and adequate information about the shareholders,
among others, as follows:
-
Distribution of dividends and free shares, issuance of new shares with cash payment, exchange of shares,
period of exercise of the relevant pre-emptive rights, or changes in the initial time margins.
-
Provision of information on the regular or extraordinary general meetings and the decisions made at them.
-
Acquisition and disposal of equity shares, or any cancellation thereof, as well as share distribution plans or
free distribution of shares to members of the Board of Directors and the Company's staff.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 90
-
Communication and exchange of data and information with the central securities depositories, in the context
of shareholder identification.
-
Updating the shareholders, observing the provisions of Article 17 of law 3556/2007 (AD 91), about the
provision of facilities and information from issuers of securities.
-
Monitoring the exercise of shareholder rights, in particular as regards shareholder participation rates, and
the exercise of voting rights at General Meetings.
Additionally, it provides support for the following:
-
Preparation and conduct of the Company's General Meetings,
-
Study and monitoring the institutional framework related to the scope of its work,
-
Supervision of matters concerning the Company's bonds, listed on an organized market.
The Shareholder Service is responsible for monitoring shareholder data, voting rights, as well as updating the
Company's share register, in accordance with the effective legislation. Therefore, the Service communicates
with the Central Securities Depository in accordance with the effective legislation.
Company Announcement Services
The Company has established and put in place the Company Announcement Services in-charge of the
Company’s compliance with the obligations provided in accordance with the current legislation.
More specifically, the Services to publish announcements concerning regulated information (according to the
provisions of Law 3556/2007 (A’ 91)), as well as Company’s events (according to the provisions of Law
4548/2018 (A’ 104), in order to inform the shareholders or beneficiaries about the other Companies securities.
In addition, the services are responsible for the Company’s compliance with the obligations provided in Article
17 of Regulation (EU) 596/2014, regarding the disclosure of preferential information, as well as with the other
applicable provisions.
F
. EXPLANATORY REPORT ON THE INFORMATION REFERRED TO IN ARTICLE 4, PAR. 7 & 8 OF LAW
3556/2007
This explanatory report of the Board of Directors contains the information provided in accordance with article 4,
par. 7, Law 3556/2007.
1. Structure of the Company’s share capital
As at 31.12.2022, the share capital of the Company amounts to Euro 64,741,752.90 divided into 215,805,843
common nominal shares of nominal value Euro 0.30 each.
All of the Company’s shares are listed on the Athens Stock Exchange (Low Dispersion Category). ISIN
(International Securities Identification Number) code for Attica Group shares is: GRS144003001.
All rights and obligations arising from the ownership of every share are in compliance with the legislation and
the Company’s Articles of Association.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 91
Every share gives one voting right.
Shareholders’ responsibility is limited to the nominal value of the shares owned. There are no treasury shares.
2. Limitations on the transfer of Company’s shares.
The Company’s shares are listed on the Athens Stock Exchange and are transferred in compliance with the
legal provisions. There are no limitations on transfer of shares as provided in the Company’s Articles of
Association.
3. Significant participating interest held directly or indirectly (articles 9 to 11 of Law 3556/2007)
Based on the shareholders registry, as at 31.12.2022, the Company’s shareholders holding over 5% are as
follows:
- MIG HOLDINGS S.A. holds a total participating interest (direct and indirect) of 79.38%, out of which a) 10.306%
refers to shares held directly by MIG and b) 69.077% refers to shares held by its 100% subsidiary MIG
SHIPPING S.A.
- STRIX HOLDINGS (GP) LIMITED holds a participating interest of 11.84%.
As at the annual financial report publication date, the Company’s shareholders holding over 5% are the same
as those recorded above.
Reports, provided in Section 7 "SIGNIFICANT EVENTS", describe an imminent change in the
Company's
shareholding structure.
4
Shares with special controlling rights
There are no shares holding special controlling rights.
5. Restrictions on the voting rights
There are no restrictions on the voting rights in compliance with the Company’s Articles of Association.
6. Agreements between the shareholders of the Company, which the Company is aware of, and which could
result in restrictions on transfer of shares or exercise of voting rights
Without prejudice to share validation contracts disclosed to the Company from time to time, the Company is not
aware of, nor do its Articles of Association make any provisions for any agreements between shareholders,
which could result in any restrictions on transfer of shares or exercise of voting rights.
7. Regulations regarding appointment and replacement of the members of the Board of Directors and the
amendment to the Company’s Articles of Association
The regulations governing appointment and replacement of members of the Board of Directors, as well as the
amendment to the Company’s Articles of Association do not diverge from the provisions of legislation on societe
anonym (Law 4548/2018).
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 92
8. Authority of the Board of Directors or any of its members as regards the issuance of new shares or share
buy-back
Authority of the Board of Directors as regards the issuance of new shares or share buy - back is defined under
the provisions of Law 4548/2018 and the Company’s Articles of Association.
9. Important agreements coming into effect altered or terminated in the event of change in ownership following
public listing
There are no important agreements in which the Company is engaged and which could come into effect, be
altered or terminated in the event of a change in control of the Company following a public offering except as
regards its loan and Bond loan obligations, which customarily include clauses regarding a possible change in
ownership.
10. Important agreements between the Company and members of the Board of Directors or members of its
staff
There are no agreements between the Company and members of the Board of Directors or members of the
staff, which provide for reimbursement pay in the event of resignation, or dismissal for no reason or the end of
duty or employment as a result of a public offer. In the event of termination of employment of members of staff
on an employment contract, indemnities as dictated by the law apply.
For information providing reasons, it is to be noted that the Annual General Meeting held on 16.5.2017 approved
a pension plan for the Group executives, including executive members of the Board of Directors of the parent
company and its subsidiaries, with a minimum maturity of 10 years, in order to reward their faith and loyalty to
the Group and to ensure their uninterrupted offering to it in the coming period.
The executives of the Group defined by a decision of the Board of Directors on the basis of predefined criteria
are entitled to participating in the plan. The total amount of the plan shall not exceed Euro 700 thousand per
year, on average and will be implemented either by the parent company or by a subsidiary of the Group. The
amount of the voluntary lump-sum cash payment that will be payable when an executive leaves the plan pertains
to his/her total occupation with the Group and total gross earnings.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 93
AVAILABILITY OF FINANCIAL STATEMENTS
The Annual Financial Statements, the Auditor’s Reports and the reports of the Board of Directors of the
Company are available in the internet at the Company’s address
www.attica-group.com
, where the annual
financial statements, the auditor’s reports and the reports of the Board of Directors of the companies, included
in the consolidation, are also posted in compliance with the provisions of the decision 12A/889/31.8.2020 of the
Hellenic Capital Market Commission.
Dear Shareholders,
The data and information presented above as well as the financial statements submitted to you for fiscal year
2022 enable you to obtain comprehensive understanding of the work and the activities of the Board of Directors
during the current period and decide on approving the financial statements of the Company and the Group.
Kallithea, 29 March 2023
On behalf of the Board of Directors
Kyriakos Mageiras
Spyridon Ch. Paschalis
Chairman of the BoD
Chief Executive Officer & Deputy Chairman
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 94
Annual Consolidated and Company Financial Statements for the Fiscal Year 2022
The Annual Financial Report for the fiscal year 2022 (from 1.1.2022 to 31.12.2022) was prepared according to
the of the 12A/889/31.8.2022 decision of the Hellenic Capital Market Commission and was approved by the
Company’s Board of Directors on 29.03.2023, and is available in the internet on the web address www.attica-
group.com and on the Athens Exchange website.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 95
Statement of comprehensive income for the period ended December 31 202
2 & 202
1
1.1-
31.12.2022
1.1-
31.12.2021
1.1-
31.12.2022
1.1-
31.12.2021
Sales
7.1
530,242
347,907
-
-
Cost of sales
7.2
-463,555
-310,477
-
-
Gross profit
66,687
37,430
-
-
Administrative expenses
7.2
-32,683
-29,926
-1,670
-1,320
Distribution expenses
7.2
-32,699
-22,694
-5
-4
Other operating income
7.3
4,550
5,718
128
19
Profit / (loss) before taxes, financing and investment
activities
5,855
-9,472
-1,547
-1,305
Other financial results
7.4
26,452
12,066
-56
-2
Financial expenses
7.5
-20,243
-16,386
-10,083
-8,803
Financial income
7.6
250
301
55
80
Income from dividends
7.7
-
-
20139
12901
Profit/ (loss) from acquisition of subsidiary
7.8
3,176
1,790
Share in net profit (loss) of companies accounted for by
the equity method
7.9
1,993
-1,410
-
-
Profit/ (loss) from sale of assets
5
-16
-
-
Profit before income tax
17,488
-13,127
8,508
2,871
Income taxes
7.10
-435
-66
-
-
Profit for the period
17,053
-13,193
8,508
2,871
Attributable to:
Equity holders of the parent
17,053
-13,193
8,508
2,871
Minority shareholders
-
-
-
-
Earnings after taxes per share
- Basic (in €)
7.11
0.0790
-0.0611
0.0394
0.0133
Diluted earnings after taxes per share (in €)
-
-
-
-
Operating earnings before taxes, investing and
financial results, depreciation and amortization
(EBITDA)
Profit / (loss) before taxes, financing and investment
activities
5,855
-9,472
-1,547
-1,305
Plus: Depreciation
51,895
51,431
38
38
Total
57,750
41,959
-1,509
-1,267
Other comprehensive income:
Profit for the period
17,053
-13,193
8,508
2,871
Amounts that will not be reclassified in the Income
Statement
Revaluation of the accrued pension obligations
-8
-28
-3
-2
Amounts that will be reclassified in the Income
Statement
Cash flow hedging :
- current period gains / (losses)
-6,850
3,329
-
-
- reclassification to profit or loss
-3,329
1,452
-
-
Exchange differences on translating foreign operations
-23
-
-
-
Related parties' measurement using the fair value method
7.15
-
-
-35,002
31,621
Other comprehensive income for the period before tax
-10,210
4,753
-35,005
31,619
Other comprehensive income for the period, net of tax
-10,210
4,753
-35,005
31,619
Total comprehensive income for the period after tax
6,843
-8,440
-26,497
34,490
Attributable to:
Owners of the parent
6,843
-8,440
-26,497
34,490
Minority shareholders
-
-
-
-
STATEMENT OF COMPREHENSIVE INCOME
For the period ended December 31 2022 & 2021
GROUP
COMPANY
The accompanying notes are an integral part of these Annual Financial Statements.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 96
Statement of financial position as at 31st of December 202
2
and at December 31, 20
2
1
Notes
31.12.2022
31.12.2021
31.12.2022
31.12.2021
ASSETS
Non-current assets
Tangible assets
7.12
688,042
673,837
110
147
Goodwill
7.13
10,778
10,778
-
-
Intangible assets
7.14
11,658
11,306
-
-
Investments in subsidiaries
7.15
-
-
762,247
774,749
Investments in associates
7.16
10,780
5,517
-
-
Non-Current financial receivable
7.17
7,374
9,080
-
-
Other non current assets
7.18
6,300
6,624
8
8
Deferred tax asset
7.19
-
179
-
-
Total
734,932
717,321
762,365
774,904
Current assets
Inventories
7.20
9,391
7,087
-
-
Trade and other receivables
7.21
112,013
91,456
75
50
Other current assets
7.22
35,511
33,634
3,032
9,918
Derivatives
7.23
28
4,714
-
-
Cash and cash equivalents
7.24
87,874
97,364
5,862
45,526
Total
244,817
234,255
8,969
55,494
Total assets
979,749
951,576
771,334
830,398
EQUITY AND LIABILITIES
Equity
Share capital
7.25
64,742
64,742
64,742
64,742
Share premium
7.25
305,952
316,743
305,952
316,743
Fair value reserves
7.25
-6,850
3,329
119,106
154,108
Other reserves
7.25
119,947
119,372
26,675
26,531
Retained earnings
-126,041
-142,488
14,521
6,160
Equity attributable to parent's shareholders
357,750
361,698
530,996
568,284
Non-controlling interests
-
-
-
-
Total equity
357,750
361,698
530,996
568,284
Non-current liabilities
Deferred tax liability
7.19
5,322
2,860
-
-
Accrued pension and retirement obligations
7.26
1,372
1,216
52
48
Long-term borrowings
7.27
454,137
346,359
231,563
241,877
Non-Current Provisions
7.28
1,918
1,918
-
-
Other non current liabilities
7.29
4,490
11,045
-
-
Total
467,239
363,398
231,615
241,925
Current liabilities
Trade and other payables
7.30
59,205
37,940
374
380
Tax liabilities
7.31
234
345
20
20
Short-term debt
7.27
43,559
135,234
8,147
8,037
Derivatives
7.23
5,933
-
-
-
Other current liabilities
7.32
45,829
52,961
182
11,752
Total
154,760
226,480
8,723
20,189
Total liabilities
621,999
589,878
240,338
262,114
Total equity and liabilities
979,749
951,576
771,334
830,398
The accompanying notes are an integral part of these Annual Financial Statements.
STATEMENT OF FINANCIAL POSITION
As at 31st of December 2022 and at December 31,2021
COMPANY
GROUP
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 97
GROUP
Number of
shares
Share
capital
Share
premium
Revaluation
reserves of
tangible
assets
Other
reserves
Retained
earnings
Total equity
attributable to
owners of the
parent
Minority
interests
Total
Equity
Balance at 1.1.2022
215,805,843
64,742
316,743
3,329
119,372
-142,488
361,698
-
361,698
Profit for the period
-
-
-
-
-
17,053
17,053
-
17,053
Other comprehensive income
Cash flow hedges:
Current period gains/(losses)
-
-
-
-6,850
-
-
-6,850
-
-6,850
Reclassification to profit or loss
-
-
-
-3,329
-
-
-3,329
-
-3,329
Available for sale financial assets:
current period gains/(losses)
Reclassification to profit or loss
Remeasurements of defined benefit pension
plans
-
-
-
-
-
-8
-8
-
-8
Exchange differences of Foreign Currency
Translation from entity's investment in foreign
operation
-
-
-
-
-23
-
-23
-23
Other comprehensive income after tax
-
-
-
-10,179
-23
17,045
6,843
-
6,843
Transfer between reserves and retained
earnings
-
-
-
-
598
-598
-
-
-
Capitalisation of share premium
-
10,791
-10,791
-
-
-
-
-
-
Decrease in Share capital with return of capital
to owners of the company
-
-10,791
-
-
-
-
-10,791
-
-10,791
Balance at 31.12.2022
215,805,843
64,742
305,952
-6,850
119,947
-126,041
357,750
-
357,750
Statement of Changes in Equity
For the Period 1.1.2022-31.12.2022
GROUP
Number of
shares
Share
capital
Share
premium
Revaluation
reserves of
tangible assets
Other
reserves
Retained
earnings
Total equity
attributable to
owners of the
parent
Minority
interests
Total
Equity
Balance at 1.1.2021
215,805,843
64,742
316,743
-1,452
119,179
-118,284
380,928
-
380,928
Profit for the period
-
-
-
-
-
-13,193
-13,193
-
-13,193
Other comprehensive income
Cash flow hedges:
Current period gains/(losses)
-
-
-
3,329
-
-
3,329
-
3,329
Reclassification to profit or loss
-
-
-
1,452
-
-
1,452
-
1,452
Remeasurements of defined benefit pension plans
-
-
-
-
-
-28
-28
-
-28
Total recognised income and expense for the
period
-
-
-
4,781
-
-13,221
-8,440
-
-8,440
Share capital issue
-
-
-
-
-
-
-
-
-
Transfer between reserves and retained earnings
-
-
-
-
193
-193
-
-
-
Dividends
-
-
-
-
-
-10,790
-10,790
-
-10,790
Balance at 31.12.2021
215,805,843
64,742
316,743
3,329
119,372
-142,488
361,698
-
361,698
Statement of Changes in Equity
For the Period 1.1.2021-31.12.2021
The accompanying notes are an integral part of these Annual Financial Statements.
Statement of changes in equity of the Group (period 1.1 to 31.12.2022)
Statement of changes in equity of the Group (period 1.1 to 31.12.2021)
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 98
COMPANY
Number of
shares
Share
capital
Share
premium
Revaluation
reserves of tangible
assets
Other
reserves
Retained
earnings
Total
Equity
Balance at 1.1.2022
215,805,843
64,742
316,743
154,108
26,531
6,160
568,284
Profit for the period
-
-
-
-
-
8,508
8,508
Other comprehensive income
Cash flow hedges:
Remeasurements of defined benefit pension plans
-
-
-
-
-
-3
-3
Fair value's measurement
Related parties' measurement using the fair value
method
-
-
-
-35,002
-
-
-35,002
Other comprehensive income after tax
-
-
-
-35,002
-
8,505
-26,497
Share Premium Capitalisation
-
10,791
-10,791
-
-
-
-
Transfer between reserves and retained earnings
-
-
-
-
144
-144
-
Decrease in Share capital with return of capital to
owners of the company
-
-10,791
-
-
-
-
-10,791
Balance at 31.12.2022
215,805,843
64,742
305,952
119,106
26,675
14,521
530,996
Statement of Changes in Equity
For the Period 1.1.2022-31.12.2022
COMPANY
Number of
shares
Share
capital
Share
premium
Revaluation
reserves of
tangible assets
Other
reserves
Retained
earnings
Total
Equity
Balance at 1.1.2021
215,805,843
64,742
316,743
122,487
26,457
14,155
544,584
Profit for the period
-
-
-
-
-
2,871
2,871
Other comprehensive income
Cash flow hedges:
Current period gains/(losses)
-
-
-
-
-
-
-
Reclassification to profit or loss
-
-
-
-
-
-
-
Remeasurements of defined benefit pension plans
-
-
-
-
-
-2
-2
Fair value's measurement
Related parties' measurement using the fair value
method
-
-
-
31,621
-
-
31,621
Other comprehensive income after tax
-
-
-
31,621
-
2,869
34,490
Transfer between reserves and retained earnings
-
-
-
-
-
-10,790
-10,790
Dividends
-
-
-
-
74
-74
-
Balance at 31.12.2021
215,805,843
64,742
316,743
154,108
26,531
6,160
568,284
Statement of Changes in Equity
For the Period 1.1.2021-31.12.2021
The accompanying notes are an integral part of these Annual Financial Statements.
Statement of changes in equity of the Company (period 1.1 to 31.12.202
2)
Statement of changes in equity of the Company (period 1.1 to 31.12.2021
)
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 99
Cash Flow Statement (period 1.1 to 31.12 2022 and 2021)
Notes
1.1.2020-31.12.2022
1.1.2020-31.12.2021
1.1.2020-31.12.2022
1.1.2020-31.12.2021
Cash flow from Operating Activities
Profit/(loss) before taxes
17,488
-13,127
8,508
2,871
Adjustments for:
Depreciation & amortization
7.12 & 7.14
51,895
51,431
38
38
Provisions
395
894
-
-
Foreign exchange differences
7.4
62
164
1
2
Net (profit)/loss from investing activities
-5,287
-1,016
-20,195
-12,981
Interest and other financial expenses
7.5
20,234
16,376
10,082
8,802
Plus or minus for working capital changes:
Decrease/(increase) in inventories
-2,293
-1,643
-
-
Decrease/(increase) in receivables
-21,103
-21,101
7,559
-7,609
(Decrease)/increase in payables (excluding banks)
14,306
1,773
-757
511
Less:
Interest and other financial expenses paid
-16,712
-14,315
-8,282
-7,476
Taxes paid
-369
-119
-
-
Total cash inflow/(outflow) from operating activities (a)
58,616
19,317
-3,046
-15,842
Cash flow from Investing Activities
Purchase of tangible and intangible assets
7.12 & 7.14
-37,578
-38,830
-
-
Investments in companies consolidated by the equity method
-3,270
-3,270
-
-
Proceeds from disposal of property, plant and equipment
6
985
-
-
Share capital return from subsidiaries
26,950
6,300
Acquisition of subsidiaries (less cash)
-5,780
-5,844
-
-
Interest received
250
250
56
80
Dividends received
-
-
20,139
12,901
Subsidiaries share capital increase
-
-
-50,150
-31,125
Total cash inflow/(outflow) from investing activities (b)
-46,372
-46,709
-3,005
-11,844
Cash flow from Financing Activities
Proceeds from borrowings
249,610
109,887
-
74,000
Repayment of borrowing
7.27
-241,815
-63,926
-12,000
-20,000
Dividends payed
-10,790
-
-10,790
-
Payments of finance lease liabilities
-7,919
-1,672
-35
-43
Minority interests acquisition
Equity return to shareholders
-10,791
-
-10,791
-
Total cash inflow/(outflow) from financing activities (c)
-21,705
44,289
-33,616
53,957
Net increase/(decrease) in cash and cash equivalents
(a)+(b)+(c)
-9,461
16,897
-39,667
26,271
Cash and cash equivalents at beginning of period
97,364
80,533
45,526
19,252
Exchange differences in cash and cash equivalents
-29
-66
3
3
Cash and cash equivalents at end of period
87,874
97,364
5,862
45,526
CASH FLOW STATEMENT
For the period 1.1-31.12 2021 & 2022
GROUP
COMPANY
The method used for the preparation of the above Cash Flow Statement is the Indirect Method.
Paragraph 7.24 presents the cash and cash equivalents' analysis.
The accompanying notes are an integral part of these Annual Financial Statements.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 100
Notes to Financial Statements
1.
General Information
ATTICA HOLDINGS S.A. (“ATTICA GROUP”) is a Holding Company and as such does not have trading activities
of its own. The Company, through its subsidiaries, operates in passenger shipping and in the hospitality industry.
The headquarters of the Company are located in the Municipality of Kallithea, 1-7 Lysikratous & Evripidou Street,
P.C. 17674.
The number of headcount, at the current period end, was 2 for the parent company and 1,596 for the Group, while
as at 31.12.2021 it was 2 and 1,552 respectively.
Attica Holdings S.A. shares are listed in the Athens Stock Exchange under the ticker symbol ATTICA.
The corresponding ticker symbol for Bloomberg is ATTICA GA and for Reuters - EPAr.AT.
The total number of common registered shares is 215,805,843. As at 31.12.2022, the total market capitalization
of Attica Holdings S.A. was approximately Euro 500,670 k.
The financial statements of Attica Holdings S.A. Group are included, under the full consolidation method, in the
consolidated financial statements of MIG HOLDINGS S.A., domiciled in Greece, whose total participation in the
company (direct & indirect) stands at 79.38% as at 31.12.2022.
The annual financial statements of the Group for the period ending at 31 December, 2022 were approved by the
Board of Directors on 29.3.2023
and are subject to the approval of the Annual Shareholders' Meeting.
Due to rounding there may be minor differences in some amounts.
2.
Significant accounting policies applied by the Group
The key accounting policies used by the Group for the period 1.1.2022 - 31.12.2022 are the same as those used
for the preparation of the financial statements for the year ended 31.12.2021 except for the changes in the
Standards and Interpretations, effective as from 1
st
January 2022.
2.1.
Basis for preparation of financial statements
The Group applies all the International Accounting Standards (IAS), the International Financial Reporting
Standards (IFRS) and the Interpretations which apply to its activities. The relevant accounting policies, whose
summary is presented below, have been applied consistently in all presented periods.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 101
Cases which concern a greater degree of judgement and complexity or cases where the accounting estimates
and assumptions could materially affect the consolidated financial statements are provided in Note 2.1.1.
The Group has prepared the financial statements in compliance with the historical cost principle, with the
exception of investments in subsidiaries and financial derivatives measured at fair value, the accrual basis
principle, the consistency principle, the materiality principle and the accrual basis of accounting principle.
In preparing its financial statements for the period ending as at 31.12.2022, the Group has chosen to apply the
accounting policies which ensure that the financial statements comply with all the requirements of every applicable
Standard or Interpretation.
The Management considers that the current financial statements present fairly the entity’s financial position,
financial performance and cash flows. The General Meeting of Shareholders has the right to modify the financial
statements, approved by the company’s Board of Directors.
2.1.1.
Significant accounting policies and main sources of uncertainty of accounting estimates
The Management must make judgements and estimates regarding the value of assets and liabilities which are
uncertain. Estimates and related assumptions are based mainly on past experience.
Actual results may differ from these estimates. Estimates and related assumptions are reviewed on an on-going basis.
The accounting estimates that the Management has adopted in implementing the Company’s accounting policies
and have the most significant effect on the Company’s financial statements are as follows:
The Company measures investments in subsidiaries at fair value. In order to define fair value of subsidiaries, the
present value of the estimated future cash flows expected to arise from them is defined. This method is based on
estimates and underlying assumptions. The most significant of these estimates relate to the companies’
transportation performance, international fuel prices, capital expenses and discount rate.
In addition, on an annual basis the Management examines the following items, on the basis of assumptions and estimates:
-
useful lives and recoverable values of the vessels
-
the amount of provisions for staff retirement compensation, for disputes in litigation and for labor law disputes.
On the financial statements preparation date, the sources of uncertainty for the Company, which may have effect
on the stated assets and liabilities values, concern as follows:
- Tax unaudited years of the Company, to the extent that it is possible for additional taxes and surcharges charges
to arise from the future tax audits.
- Estimates on the recoverability of doubtful debts.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 102
- Potential losses from pending litigations.
The above estimates are based οn the knowledge and the information available to the Management of the Group
until the date of approval of the financial statements for the period ended as at 31.12.2022.
2.2.
Consolidation
2.2.1.
Accounting Policy in accordance with the presentation of ANEK S.A. - SUPERFAST in the financial
statements of the Group
IFRS 11 replaced IAS 31 “Interests in Joint Ventures” and SIC 13 “Jointly Controlled Entities – Non-Monetary
Contributions by Venturers”. International Financial Reporting Standard 11 aligns the accounting for these
investments, as well as the rights and obligations of joint ventures.
The objective of
"Joint Venture ΑΝΕΚ S.A. & SUPERFAST”
is to generate revenue and distribute them to the joint
ventures as defined in the contractual arrangement. The Group interest in “
Joint Venture ΑΝΕΚ S.A. &
SUPERFAST ENDEKA HELLAS INC & Co” has been classified, under the provisions of IFRS 11 as a “joint
operation”. In compliance with this classification, the Group recognizes in its consolidated financial statements:
a) its assets, including its share of any assets held jointly;
b) its liabilities, including its share of any liabilities incurred jointly;
c) its share of the revenue from the sale of the output from the joint operation; and
d) its expenses, including its share of any expenses incurred jointly.
2.2.2. Subsidiaries
Subsidiaries are the entities which are controlled by another Company. An investor controls an investee when the
investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee.
Investments in subsidiaries are initially recognized at cost, while they are subsequently measured at fair value
and the differences are recognized in other comprehensive income. If impairment is effective, it burdens the
income statement for the current year in compliance with IFRS 9.
2.2.3.
Consolidated financial statements
Subsidiaries are fully consolidated (full consolidation) using the purchase method from the date when control is
acquired and cease to be consolidated from the date when such control ceases to exist.
Acquisition of a subsidiary by the Group is accounted for by using the purchase method.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 103
Acquisition cost of subsidiary is the fair value of the assets given, the shares issued and the liabilities assumed at
the date of the exchange, plus any costs directly attributable to the transaction.
Specific assets, liabilities and contingent liabilities acquired in a business combination are measured at acquisition at
their fair values irrespective of the participating interest percentage. Acquisition cost exceeding the fair value of the
separate assets acquired is recorded as goodwill. If the total cost of the purchase is less than the fair value of the
separate assets acquired, the balance is recognized directly in the income statement.
Intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated.
Unrealized losses are also eliminated, unless the transaction provides evidence of impairment, of the transferred asset.
The accounting policies of subsidiaries are amended where necessary to be consistent with those adopted by the Group.
2.3.
Investments
The investments are classified according to their scope as follows:
a) Long-term investments
These investments are recognized at cost and are recorded as non-current assets.
Subsequently, investments
in subsidiaries are measured at fair value.
At the end of the administrative period, it is reviewed whether there is an indication of impairment of the
investment. In case the investment has to be impaired, the amount of the impairment is transferred to equity.
b) Investments held for sale
These investments are initially recorded at cost plus any cost directly attributable to the investment. These investments
are measured at fair value and any gains or losses are recorded in equity until they are disposed or impaired. When
these investments are disposed or impaired, gains or losses are recognized in the income statement
.
2.4.
Associates
Associates are companies on which the Group can exert significant influence but which do not fulfil the conditions
to be classified as subsidiaries or joint ventures. Investments in associates are initially recognized at cost and are
subsequently consolidated using the equity method. At the end of each period, the cost increases by the
proportion of the investing company in the changes in equity of the invested company and decreases by the
dividends received from the associate.
The Group’s share in the profits or losses of associated companies after the acquisition, is recognized in the
income statement, while the share of changes in reserves after the acquisition is recognized in the reserves. The
accumulated changes affect the book value of the investments in associated companies. When the Group’s share
in the losses of an associate is greater than or equal to its participation in the associate, including any other
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 104
doubtful debts, the Group does not recognize any further losses, unless it has covered liabilities or made payments
on behalf of the associate or those that arise from ownership.
Unrealized gains on transactions between the Group and its associates are eliminated according to the
percentage of the Group’s participation in the associates.
Unrealized losses between the Group and its associates are eliminated unless the transaction provides evidence
of an impairment of the transferred asset. The accounting policies of associates are adjusted to be consistent with
those used by the Group.
2.5.
Joint arrangements
Investments in joint arrangements are classified as either joint operations or joint ventures depending on the
contractual rights and obligations each investor has, rather than on the legal structure of the joint arrangement.
Regarding joint agreements, The Group recognizes in its consolidated financial statements:
a) its assets, including its share of any assets held jointly;
b) its liabilities, including its share of any liabilities incurred jointly;
c) its share of the revenue from the sale of the output from the joint operation; and
d) its expenses, including its share of any expenses incurred jointly.
Joint ventures are accounted for using the equity method. According to the equity method, participating interest
in joint ventures is initially recognized at cost and then adjusted to the Group's share in profits or losses and other
comprehensive income of the joint ventures. When the Group's share in losses of a joint venture is equal to or
exceeds its interest in that joint venture, the Group does not recognize any further losses unless it has undertaken
commitments or has made payments on behalf of the joint venture.
Unrealized gains on transactions between the Group and joint ventures are eliminated by the Group's share
interest in joint ventures.
The accounting principles of joint ventures are consistent with those adopted by the Group.
2.6.
Tangible assets
Tangible assets are stated at acquisition cost less accumulated depreciation and impairment losses.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 105
Acquisition cost includes expenses that are directly attributable to the acquisition of the assets.
Subsequent costs, extensive additions and improvements, as well as large-scale maintenance expenses which
are incurred in order to increase the expected vessels’ revenue are considered as a separate asset and are
depreciated up to 5 years.
Vessel’s adjustment costs to comply with safety regulations and safe management are considered as a separate
asset and are depreciated in accordance with the remaining life of the vessel.
All other expenses are charged to the income statement when incurred, as they are considered as repairs and
maintenance costs.
Land is not depreciated.
Depreciation is calculated on a straight line basis over the estimated useful life of every asset.
The estimated useful lives are as follows:
1. Conventional vessels
35 years
2. High speed vessels
25 years
3.
Ηydrofoil
-flying dolphins
15 years
4. Buildings
30- 40 years
5. Harbor establishments
10 years
6. Motor Vehicles
5 years
7. Furniture and fixtures
5 years
8. Hardware equipment
3 years
Useful life of vessels, whose maturity exceeded 30 years at the date of their acquisition by the Group, is extended
for 9 years further.
The residual value of the vessels according to management estimates is about 20% of the acquisition cost while
for high-speed and flying dolphins at 15% and 10% respectively.
For the other fixed assets, no residual value is calculated.
The residual value and the useful life of fixed assets are reviewed annually.
For buildings undergoing extensive renovation, the useful life is determined according to management estimates
of its remaining use.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 106
Once the sale of a tangible asset is completed, the difference between the selling price and the net book value
less any expenses related to the sale, is recognized as gain or loss in the income statement.
2.7.
Intangible Assets
2.7.1.
Goodwill
Goodwill is the difference between the acquisition cost and the fair value of the asset and liability of the subsidiary
/ associate at the acquisition date. At the time of the acquisition, the company recognizes the goodwill arising from
the acquisition as an asset and records it in the cost. This cost is equal to the amount at which the consolidation
cost exceeds the company's share, assets, liabilities and contingent liabilities of the acquired company.
After the initial recognition, goodwill is measured at the cost less the accumulated losses due to a decrease in its
value. Goodwill is not depreciated, but is examined annually for any reduction in its value pursuant to IAS 36.
To implement impairment tests, the amount of goodwill is allocated to cash flow generation units. The cash flow
unit is the smallest identifiable group of assets that generates independent cash flows and represents the level at
which the Group collects and presents financial data for internal reporting purposes. The impairment for goodwill
is determined by measuring the recoverable amount from the cash flow units to which goodwill is associated with.
Impairment losses related to goodwill cannot be reversed in future periods.
If the acquisition cost is less than the share of the company in the equity of the acquired company, then the
former remeasures the acquisition cost, evaluates the assets, liabilities and contingent liabilities of the acquired
company and directly recognizes any difference as profit.
2.7.2.
Trademarks
Trademarks are recorded at acquisition cost less accumulated depreciation and any impairment loss.
The useful
life of trademarks is 15 years and depreciation is calculated on a straight line basis.
The cost of trademarks includes expenses related to the development and registration of the trademarks in Greece
and abroad.
Business combination trademarks are valued at acquisition costs and the useful life has been determined as
indefinite. The Group has recognized the trademark of Hellenic Seaways Maritime S.A. since its acquisition. The
trademark is reviewed for impairment on an annual basis.
2.7.3.
Software
Computer software programs are recognized at cost less accumulated amortization and any impairment loss.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 107
The initial cost includes, in addition to the licenses, all installation, customizing and development expenses.
The expenses which enhance or extend the performance of computer software programs beyond their original
specifications are recognized as capital expenditure and are added to the original cost of the software. Useful life
of computer software is 8 years and amortization is calculated on a straight line basis.
2.8.
Impairment of assets/ Reversal of tangible assets impairment
At every reporting date the assets are assessed as to whether there is any indication that an asset may be
impaired. (At every reporting date the assets are assessed for potential impairment indications.)
If any such indication exists, the entity estimates the recoverable amount of the asset, namely the present value
of the estimated future cash flows. that are expected to be generated by the use of the asset.
The recoverable amount of an asset or a cash generating unit is the higher of its fair value, less associated costs
of selling the asset, and its value when used by the entity.
Impairment losses are recognized as expenses in the income statement.
For the Group’s vessels in particular, when such indications exist, they are assessed for potential impairment.
In such case, the recoverable amount is determined as the higher of their fair value, estimated by independent
valuators, less their costs of disposal and their value in use, which is estimated by calculating the expected
discounted cash flows.
For all assets other than goodwill, an impairment loss reversal up to the initial acquisition cost occurs when there
is a change in the estimates used to determine the asset’s recoverable amount since an impairment loss was
recognized, and those impairment loss indicators may no longer exist or may have been decreased.
2.9.
Inventories
Inventories are stated at the lower value between cost and net realizable value. Net realizable value is the
estimated selling price less applicable variable selling expenses. The cost of inventories is determined using the
monthly weighted average market price.
2.10.
Trade receivables
Trade receivables are short-term receivables to be collected in less than 12 months from the date of recognition
and are initially recognized at fair value.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 108
Subsequently, if the collection is delayed, trade receivables are measured at amortized cost using the effective
interest rate, less any impairment loss.
Regarding trade receivables and contractual assets, the Group applies the simplified approach to the calculation
of expected credit losses.
Therefore, at every reporting date, provisions for loss for a financial instrument is measured at an amount equalling
the expected credit losses over its lifetime.
The amount of the provision is recorded in the income statement.
2.11.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, sight deposits and term bank deposits of high liquidity maturing
within three months.
2.12.
Share Capital
Share capital consists of common bearer or nominal shares and is included in equity.
Costs directly attributable to the issuance of shares are recorded, less the related income tax, as a deduction from
the issuance product, from the share premium account.
Costs directly attributable to the issuance of shares for the equities acquisition are included in the acquisition cost
of the acquired entity.
2.13.
Distribution of dividends / optional reserves
Dividends payable are recognized as a liability in the financial statements of the parent company and the Group
when approved by the General Meeting of shareholders.
2.14.
Revenue
The revenue of the Group is derived mainly from cargo, passengers and vehicles fares, from chartering and from
on board sales of goods and services. The Group also has income from credit interest and the Company - from
dividends.
2.14.1. Revenue from passengers and vehicle fares
Revenue from fares is recognized when the customer travels. Government subsidies for subsidized routes are
recognized in the relevant period and are included in “Sales”.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
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2.14.2. Revenue from on board sales of goods and services
Revenue from sales of goods and services on board is recognized upon delivery of goods or services.
Regarding the services provided by the Group through concessions, revenue is recognized when the invoice is
issued for services relating to the period.
All the above revenue is recognized when the collection of the related receivables is reasonably assured.
2.14.3. Interest income
Interest income is recognized on an accrual basis using the effective interest method without offsetting any
withhold income tax.
2.14.4. Income from dividends
Dividends are recognized as income when approved from the authorized body of the company that distributes the
dividends.
2.14.5. Income from chartering
Income from chartering vessels is recognized based on the accrual principle, according to the relevant contracts.
2.14.6. Revenue from sales of hotel services
Under IFRS 15, revenue is recognized at a given point in time when the obligation to perform the service is met.
Under the existing revenue recognition accounting policy, the Group recognize revenue for services when they
are rendered.
2.15.
Government Grants – Government Assistance
2.15.1. Asset related grants
Government grants that relate to assets are those that are provided to entities subject to the condition that the
entity will purchase or construct long-term assets.
Government grants are recognized when it is certain that:
a) The entity will comply with the conditions attached to these grants.
b) The grants will be received.
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Government grants related to assets are recognized as deferred income and are recorded on a systematic basis
in revenue during the useful life of the asset.
2.15.2. Income related grants
Government grants related to income are recognized as income over the accounting periods, on a systematic
basis, in order to match the relevant costs.
2.16.
Operating segments
The Group applies IFRS 8 "Operating Segments”, which requires the definition of operating segments to be based
on the "management approach". In addition, financial information is required to be reported on the same basis as
is used internally. The Board of Directors is the main decision maker of the Group's business decisions.
For operating segments presentation purposes, it is to be noted that the Group operates in passenger shipping in
different geographical areas.
The Group has decided to provide information based on the geographical segmentation of its operations.
The Group operates in:
a) Greek Domestic Routes, and
b) Internaitonal routes.
The Group’s vessels provide transportation services to passengers, private vehicles and freight.
The Group’s sales are highly seasonal. The highest traffic for passengers and vehicles is observed during the
months July, August and September while the lowest traffic for passengers and vehicles is observed between
November and February. In contrast, freight sales are equally divided within the year, presenting very lower
seasonality.
Operating segments that have not met the requirements set out in IFRS 8 are not disclosed separately if the
Management considers that the information related to the separate segment is not useful to users of its financial
statements.
2.17.
Expenses
2.17.1. Recognition of expenses
Expenses are recognized based on the accrual principle.
2.17.2. Financial expenses
Financial Expenses are recognized based on the accrual principle.
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2.17.3. Borrowing costs
Borrowing costs are interest and other costs incurred by an entity in connection with the borrowing of funds.
Borrowing costs include:
a) Interest on short-term and long-term borrowings, interest on bank overdrafts and the costs that may arise from
the present value of these obligations.
b) Amortization of ancillary costs incurred in connection with the arrangement of borrowings.
c) Exchange differences arising from foreign currency borrowings to the extent they are regarded as an additional
cost to interest costs.
2.17.4. Employee benefits
2.17.4.1. Short-term benefits
Short-term employee benefits (except post-employment benefits) in cash and in-kind are recognized as an
expense when they accrue. Any unpaid amount is booked as a liability, while in the case where the amount paid
exceeds the amount of services rendered, the company recognizes the excess amount as an asset (prepaid
expense) only to the extent that the prepayment will lead to a reduction of future payments or to reimbursement.
2.17.4.2. Post-employment benefits
Post-employment benefits include lump sum pension compensation, pensions or other benefits, offered after the
termination of employment to the employees as acknowledgement of their services. The Group’s obligations
regarding pension benefits include both - defined contribution plan and defined benefits plans. The accrued cost
of the defined contribution plan is recorded as an expense in the relative period. Post-employment benefits are
partly funded through payments to insurance companies or state social insurance institutions.
Defined contribution plan
Defined contribution plans are related to contributions to Insurance Funds (e.g. Social Security), so the Group
doesn’t have any legal obligation in the event that the State Fund is unable to pay a pension to the insured. The
employer's obligation is limited to the payment of employer contributions to the insurance funds.
The contribution, payable by the Group, under a defined contribution plan, is recognized as liability, after deduction
of the paid contribution, while accrued contributions are recognized as an expense in the income statement.
Defined benefit plan
According to Laws 2112/20 and 4093/2012 the Company is obliged to compensate its employees in case of
retirement or dismissal. The amount of compensation paid depends on the years of service, the amount of
remuneration and the way the service was terminated (dismissal or retirement). The person is entitled to
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participate in these plans through distribution of benefits in the last 16 years until his/her retirement date following
the provisions of Law 4093/2012.
The amount of the compensation paid depends on the years of service, the level of wages and the removal from
service (dismissal or retirement).
The entitlement to participate in these plans is usually based on years of service of the employee until retirement.
The liability recognized in the Statement of Financial Position with respect to defined benefit plans is the present
value of the liability for the defined benefit less the fair value the fair value of the plan’s assets (reserve from
payments to the insurance company) and changes resulting from any actuarial gain or loss and the cost of prior
service. The commitment of the defined benefit is calculated annually by an independent actuary, applying the
projected unit credit method.
The obligations for benefits payable are based on various parameters, such as age, years of service, salary.
Specific obligations for payable benefits.
The provisions for the period are included in the relative personnel cost in the accompanying separate and
consolidated financial statements and consist of current and past service cost, the relative financial cost, 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
changes in accounting treatment of defined benefit plans, including:
- Non-recognition of expected returns of the plan investments in the income statements but recognition of the
relevant interest on the net liability/(receivable) of the benefit, calculated based on the discount rate used to
measure the defined benefit obligation,
- Recognition of previous service costs in the income statement for the year earlier than the dates of modifications
to the plan or when the relevant restructuring or terminal benefit is recognized,
- Other changes include new disclosures as quantitative sensitivity analysis.
2.17.5. Leases
2.17.5.1.
Finance Leases
The Group and the Company proceeded with the adoption of IFRS 16 "leases" from 1 January 2019. IFRS 16
introduces a single model for the recognition of leases in the financial statements. By adopting the standard, the
Group as a lessee recognizes in the statement of financial position right-of-use assets and lease liabilities, the
date when the leased fixed assets are made available for use. The accounting treatment of leases for the lessor
remains the same as that under IAS 17.
Α.
As a Lessee
The Group and the Company lease various assets such vessels, buildings and vehicles.
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As a lessee, under the previous accounting policy, the Group and the Company classified leases as operating or
finance, based on the assessment of whether all risks and benefits related to ownership of a component of the
assets were transferred, irrespective of the final transfer or non-transfer of ownership of the asset. According to
IFRS 16, the right-of-use assets and lease liabilities are recognized for most of the leases to which it contracts as
a lessee, except for low value leases, whose payments were recorded under a straight line method in the income
statements throughout the term of the lease.
Significant Accounting Policies:
Leases are recognized in the statement of financial position as a right-of-use asset and a lease liability on the
date on which the leased fixed asset becomes available for use. Every lease payment is divided between the
lease liability and interest, which is charged to the income statement throughout the lease, in order to obtain a
fixed interest rate for the remainder of the financial liability in every period.
Rights-of-use assets are initially measured at their cost, and then reduced by the amount of accumulated
depreciation and potential impairment.
The right-of-use is depreciated in the shortest period between the useful life of the asset or duration of its lease,
applying the straight line method. The initial measurement of the right-of-use assets consists of:
• The amount of the initial measurement of the lease liability,
• Lease payments made on or before the commencement date, reduced by the amount of discounts or other
incentives offered,
• Initial costs, which are directly linked to the rent,
• Recovery costs.
Finally, they are adjusted to specific remeasurements of the corresponding lease liability.
Lease liabilities are initially calculated at the present value of rentals, which were not paid at the inception of the
lease. They are discounted at the imputed rate of the lease or, if this interest rate cannot be determined by the
contract, with the differential lending rate (IBR).
The differential borrowing rate is the cost that the lessee would have to pay to borrow the necessary capital in
order to obtain an item of similar value as the leased asset, in a similar economic environment and under similar
terms and assumptions
Lease liabilities include net present value of:
• Fixed leases (including any in-substance fixed leases)
• Variable leases, depending on the rate
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• Residual value expected to be paid
• The price of an option to purchase the underlying asset, if the lessor is almost certain to exercise it
• Penalties for termination of a lease if the lessor chooses this option.
After their initial measurement, the lease obligations are increased by their financial cost and are reduced by the
payment of rents. Finally, they are reassessed when there is a change: a) to rents due to a change of index, b) to
the estimation of the amount of residual value, which is expected to be paid, or c) to the assessment of a choice
of purchase or extension, which is relatively certain that it will be exercised or a right of termination of the contract,
which is relatively certain that it will not be exercised.
B. As a Lessor
When tangible assets are leased under finance lease, the present value of rentals is recorded as a receivable.
The difference between the gross amount of the receivables and the present value of the receivable is recorded
as deferred financial income.
Income from lease is recognized in the income statement during the lease using the net investment method, which
represents a constant periodic return.
2.17.5.2. Operating Lease
Under IFRS 16, lease payments for an operating lease are recognized as an expense and are charged to the
income statement.
In case that according to the leasing contract, at the end of the lease period repairs are required on damages
occurred out of usual wear and tear of the leased asset then these expenses are recognized in the income
statement of the year when the lease contract is terminated.
2.17.6. Contingent liabilities and contingent assets
Provisions are recognized when:
a) The Group has a present obligation, legal or construed, as result of a past event.
b) It is probable that an outflow of resources embodying economic benefits will be required to settle an
obligation.
c) A reliable estimation of the obligation can be made.
Provisions are reviewed at every financial statements preparation date.
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Contingent liabilities or contingent assets are not recognized in the financial statements, but disclosed in the notes
to the financial statements, when the possibility of an outflow or inflow of economic benefit is remote.
2.17.7. Allocation of revenue and expenses
2.17.7.1. Allocation of joint revenue and expenses
The consolidated Joint Ventures and management companies of the Group, transfer all revenue and expenses
related to specific companies to these ship-owners companies. When revenue or expenses are incurred which
are not related to specific ship-owners companies, they are allocated to the ship-owners companies based on
gross registered tonnage of every vessel.
2.17.7.2. Allocation of expenses
The Group recognizes insurance expenses and other vessels expenses in relation to a twelve-month period in
the income statement on a monthly basis in order to facilitate annual allocation of such expenses.
2.18.
Current and deferred income taxes
For a better understanding of the way in which the Group’s income is taxed, the profits are classified based on
their origin.
2.18.1. Profit from shipping activities
According to Law 27/1975, article 6, the ship-owners companies whose vessels are carrying the Greek flag or
foreign flag but have established their offices in Greece under Law 89/67, pay taxes based on the gross tonnage
of the vessels, regardless of profits or losses. This tax is in effect an income tax which is readjusted according to
the above law.
The payment of the above tax, covers all obligations which are related to income tax with regard to shipping
activities.
In this case, a permanent difference exists between taxable and accounting results, which will not be taken into
consideration for the calculation of deferred taxation.
2.18.2. Profit from non-shipping activities
In this particular case, the total revenue from non-shipping activities is calculated, as well as the expenses related
to the above revenues.
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If it is not feasible to determine profits from non-shipping activities, then the total revenue is calculated, combining
revenue from shipping and non-shipping activities. Based on this total, the percentage of the two above categories
is recorded in the total revenue. These percentages are divided by the total profit / loss.
The profit arising from the above calculation, referring to non-shipping activities, is taxable under the general
provisions.
2.19.
Effect of changes in foreign exchange rates
The functional currency of the Group is Euro.
Transactions in foreign currencies are converted into Euro at the exchange rate effective at the date of the
transaction.
At every Statement of Financial Position date:
a) Monetary assets are converted using the closing rate effective as at that date.
b) Non-monetary assets in foreign currency are measured using historical cost and are converted by applying the
exchange rate at the date of the transaction. At the end of every period, such assets are converted into home
currency by using the closing rate of that date.
Exchange differences arising in the above cases are recognized in revenue or expenses in the period in which
they arise.
Exchange differences arising on the settlement of non-monetary assets of the foreign companies, whose currency
is not Euro, are recognized directly in equity.
2.20.
Financial liabilities
The basic financial instruments of the Group are as follows:
a) Bank loans
Loans are initially recorded at cost, which is the actual value of the received consideration, plus potentially arising
related expenses. Subsequently, they are valued at the carrying amount based on the effective interest rate.
b) Hedging financial instruments
All financial derivatives are recognized and measured at fair value. Financial derivatives are presented separately
as assets when the fair value is positive and as liabilities when the fair value is negative.
The method of recognition of profit or loss depends on whether a derivative has been identified as a hedged item.
Using cash flows offsetting, the Group intends to cover the risks that cause a change in cash flows, which will
affect the income statement, and arise from an asset or a liability or a future transaction. Examples of the Group's
cash flow offsetting hedging include future transactions in the shipping fuel market, subject to changes in market
prices.
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The Group uses hedge accounting when at the commencement of the hedging transaction and the subsequent
use of the financial items derivatives it may also document the relationship between the hedged item and the
hedging instrument regarding the risk management and strategy for the hedging decision. Moreover, hedge
accounting is applied only when it is expected to be effective and can be reliably measured and on an ongoing
basis for every reporting period.
The Group has defined as a hedging ratio equal to 1: 1 for the relationship between hedging instrument (contracts)
and hedged item (fuel oil).
Hedging inefficiency may arise from a) differences related to time difference between the cash flows of the hedging
instruments and the hedged item, and b) contingent change in the hedging ratio of the hedging relation arising
from the amount of the hedged item, which the Group actually offsets, and the quantity of the hedging instrument
that the Group actually uses to offset the aforementioned quantity of hedging instrument and c)potential decrease
in fuel consumption as a result of itineraries reduction.
Changes in the fair value of the effective component of the hedging instrument are recognized in equity (Fair value
reserves) through other comprehensive income, while the inefficient component is recognized in the income
statement.
The amounts accumulated in equity are transferred to the Income Statement in the periods when the hedged
items are recognized in the income statement.
The Group measures the fair value reserves at the lowest of the following amounts (in absolute values):
i) the cumulative gain or loss of the hedging instrument from the commencement of the hedging and
ii) the cumulative change in fair value (in present value) of the hedged item (i.e. the present value of the cumulative
change in the hedged expected future cash flows) from the commencement of the hedging.
When a cash flow hedging item expires, is disposed or exercised without being replaced, or when a hedging
instrument no longer meets the criteria for hedge accounting, any cumulative profit or loss in the Equity at that
time is recognized to the income statement,
Finally, it is to be noted that as far as hedge accounting is concerned, the Group continues to apply the
requirements arising from IAS 39.
2.21.
Financial assets
Initial recognition
A financial asset or financial liability is recognized in the statement of financial position of the Group when it arises
or when the Group becomes part of the contractual terms of the financial instrument.
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Financial assets are classified at initial recognition and are subsequently measured at amortized cost, at fair value
through other comprehensive income and fair value through profit or loss.
If a financial asset is to be classified and measured at amortized cost or at fair value through other comprehensive
income, it shall generate cash exclusively pertaining to capital and interest repayments of the initial capital. The
business model applied by the Group for the purposes of managing financial assets refers to the way in which it
manages its financial capabilities in order to generate cash flows.
Classification of Financial Instruments
The accounting policies, applied by the Group, require that as at their acquisition, financial assets and liabilities
should be classified in different categories as follows:
a) Financial assets at fair value through profit and 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. Financial assets with cash flows referring not only to capital and interest payments
are classified and measured at fair value through profit or loss, irrespective of the business model.
b) Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the following conditions are met:
(1) the financial asset is held in order to maintain financial assets for the purposes of collecting contractual cash
flows; and (2) the contractual terms of the financial asset generating cash flows at specified dates only pertain to
capital and interest payments on the balance of the initial capital.
Financial assets which are measured at amortized cost are subsequently measured using the Effective Interest
Rate Method (EIR) and are subject to impairment. Gains and losses are recognized in the income statement when
the asset is derecognized, modified or impaired.
c) Financial assets at fair value through total comprehensive income
Upon initial recognition, the Group may decide to classify its investment participations as equity instruments
designated at fair value through total comprehensive income when they meet the definition of equity and are not
held for trading. Classification is determined per financial instrument. Profits and losses from these financial assets
are never recycled to profits or losses. Equity instruments designated at fair value through total comprehensive
income are not subject to impairment test. The Group holds no such assets.
Derecognition
A financial asset is derecognized when:
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The rights to receive cash flows from the asset have expired, or the Group has transferred its rights to receive
cash flows from the asset or has undertaken the commitment to fully pay the cash flows received without
significant delay to a third party under an arrangement.
Impairment
The Group recognizes provision for losses for expected credit losses regarding financial assets not measured at
fair value, through profit or loss. Expected credit losses are based on the balance between all the necessary
payable contractual cash flows and all the discounted cash flows that the Group expects to receive.
Regarding trade receivables and contractual assets, the Group applies simplified approach in order to calculate
expected credit losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is
measured at an amount equal to the expected credit losses over its lifetime.
2.22.
Earnings per share
Basic earnings per share are calculated by dividing the profit or loss for the period, attributable to ordinary equity
shareholders, adjusted for the payment of dividends to preferred shares, by the weighted average number of
ordinary shares outstanding during the period.
For the purpose of calculating basic earnings per share for the consolidated financial statements the numerator
includes profit or loss attributable to equity shareholders of the parent company and the denominator includes the
weighted average number of ordinary shares outstanding during the period.
For the purpose of calculating diluted earnings per share is taken into consideration the number of securities
which potentially could be issued while the net profit / (loss) for the period is properly adjusted in order to include
the effect of the issuance of those potential securities on the income statement.
2.23.
Application of new Standards
2.23.1. 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.
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•
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)
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 do not affect the consolidated and individual (??) Financial Statements.
2.23.2. 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
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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 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 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 (To be adapted in respect of each Group/Company. 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 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
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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, 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 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. The above have been
adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods
starting on or after 01/01/2024)
In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to requirements
explaining how a company accounts for a sale and leaseback after the date of the transaction. A sale and
leaseback is a transaction for which a company sells an asset and leases that same asset back for a period of
time from the new owner. IFRS 16 includes requirements on how to account for a sale and leaseback at the date
the transaction takes place. However, IFRS 16 had not specified how to measure the transaction when reporting
after that date. The issued amendments add to the sale and leaseback requirements in IFRS 16, thereby
supporting the consistent application of the Accounting Standard. These amendments will not change the
accounting for leases other than those arising in a sale and leaseback transaction. The Group will examine the
impact of the above on its Financial Statements. The above have been adopted by the European Union with
effective date of 01/01/2023.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 123
3.
Financial risk management
The main financial risks for the Group and the Company follow below.
3.1.
Financial risk factors
The Group is exposed to a range of financial risks, including market risk (unexpected volatility of exchange rates
and interest rates) and credit risk. Consequently, the Group uses a risk management program, which seeks to
minimize potential adverse effects.
Risk management relates to identifying, evaluating and hedging financial risks. The Group’s policy is not to
undertake any transactions of a speculative nature.
The Group’s financial instruments consist mainly of deposits with banks, receivables and payables, loans, repos,
finance leases and derivatives.
3.1.1. Foreign currency risk
The functional currency of the Group is EURO.
The Group is affected by the exchange rates to the extent that the fuel, purchased for the operation of the vessels,
is traded internationally in U.S. Dollars.
Moreover, the Group invested in AML and in the 100% subsidiary TANGER MOROCCO MARITIME SA, whose
local currency is Moroccan Dirham. The aforementioned investments are affected by the respective currency
fluctuation.
As at 31.12.2022, the Group has balances in foreign currency assets expressed in Euro 524 k in US Dollars as
well as Euro 11,297 k in Moroccan Dirham. A change of +/- 10% in Euro / Dollar exchange rate affects the income
statement and equity by +/- 48 k and a change of +/- 10% in Euro / Moroccan Dirham exchange rate affects the
income statement and equity by +/- 1,027k.
3.1.2. Credit risk
The Group has established credit control procedures in order to minimize bad debt.
Concerning the credit risk arising from other financial assets, the Group’s exposure to credit risk, arises from
default of the counterparty, with a maximum exposure equal to the carrying amount of the financial assets.
The Group has defined credit limits and specific credit policies for all of its customers.
Furthermore, the Group has obtained bank guarantees from major customers, in order to secure its trade
receivables.
The exposure of the Group as regards credit risk is restricted to the financial assets analysed as follows at the
Balance Sheet date:
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Derivatives
28
4,714
-
-
Cash and cash equivalents
87,874
97,364
5,862
45,526
Trade and other reseivables
112,013
91,456
75
50
Total
199,915
193,534
5,937
45,576
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 124
As for trade and other receivables, the Group is not exposed to significant credit risks.
The table below presents the receivables which are considered to be in delay but have not been impaired.
The table above does not include the debit balances of vendors.
3.1.3. Liquidity risk
Prudent liquidity risk management implies sufficient cash and availability of necessary available sources of
financing. The Group is managing its liquidity needs on a daily basis, systematically monitoring its short and long
term financial liabilities and the payments made.
Furthermore, the Group constantly monitors the maturity of its receivables and payables.
The maturity of the financial liabilities as of 31.12.2022 and 31.12.2021 of the Group and the Company is analysed
as follows:
31.12.2022
31.12.2021
Are not in delay and are not
impaired
109,373
88,824
Are in delay and are not
impaired
< 90days
-
-
91 - 180 days
-
-
181 - 360 days
234
1,155
Total
109,607
89,979
Within 6 months
6 to 12 months
1 to 5 years
more than 5 years
Total
Long-term borrowing
10,698
14,340
357,699
84,507
467,244
Liabilities relating to operating lease
agreements
1,738
1,790
11,931
-
15,459
Sort-term borrowing
12,493
2,500
-
-
14,993
Total borrowing
24,929
18,630
369,630
84,507
497,696
Trade payables
59,205
-
-
-
59,205
Other short-term / long-term liabilities
46,063
-
4,490
-
50,553
Derivative financial instruments
5,933
-
-
-
5,933
Total
136,130
18,630
374,120
84,507
613,387
Within 6 months
6 to 12 months
1 to 5 years
more than 5 years
Total
Long-term borrowing
10,721
106,505
342,357
-
459,583
Liabilities relating to operating lease
agreements
821
910
3,789
213
5,733
Sort-term borrowing
15,277
1,000
-
-
16,277
Total borrowing
26,819
108,415
346,146
213
481,593
Trade payables
37,940
-
-
-
37,940
Other short-term / long-term liabilities
53,306
-
11,045
-
64,351
Derivative financial instruments
-
-
-
-
-
Total
118,065
108,415
357,191
213
583,884
GROUP
Short-term
Long-term
Short-term
Long-term
31.12.2021
31.12.2022
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 125
Within 6 months
6 to 12 months
1 to 5 years
more than 5 years
Total
Long-term borrowing
10,698
14,340
357,699
84,507
467,244
Liabilities relating to operating lease
agreements
1,738
1,790
11,931
-
15,459
Sort-term borrowing
12,493
2,500
-
-
14,993
Total borrowing
24,929
18,630
369,630
84,507
497,696
Trade payables
59,205
-
-
-
59,205
Other short-term / long-term liabilities
46,063
-
4,490
-
50,553
Derivative financial instruments
5,933
-
-
-
5,933
Total
136,130
18,630
374,120
84,507
613,387
Within 6 months
6 to 12 months
1 to 5 years
more than 5 years
Total
Long-term borrowing
10,721
106,505
342,357
-
459,583
Liabilities relating to operating lease
agreements
821
910
3,789
213
5,733
Sort-term borrowing
15,277
1,000
-
-
16,277
Total borrowing
26,819
108,415
346,146
213
481,593
Trade payables
37,940
-
-
-
37,940
Other short-term / long-term liabilities
53,306
-
11,045
-
64,351
Derivative financial instruments
-
-
-
-
-
Total
118,065
108,415
357,191
213
583,884
GROUP
Short-term
Long-term
Short-term
Long-term
31.12.2021
31.12.2022
Τ
he total borrowings of the Group on 31.12.2022 amounted to Euro 497,696 k.
3.1.4.
Interest rate risk
The Group is exposed to variations of interest rates market as regards bank loans, which are subject to variable
interest rate (see note 7.27).
The table below presents the sensitivity of the income statement and equity to a reasonable change in the interest
rate equal to +1% or -1%.
Sensitivity analysis
1%
-1%
1%
-1%
Profit for the financial year
(before taxes)
-2,959
2,959
-2,938
2,938
Equity
-2,959
2,959
-2,938
2,938
Sensitivity factor
Sensitivity factor
31.12.2021
31.12.2022
3.1.5.
Capital Risk Management
The Group’s objective when managing its capital structure is to ensure the Group’s ability to continue as a going
concern in order to provide returns for shareholders and benefits for other parties related to the Group and
maintain an optimal capital structure to reduce the cost of capital.
To maintain or adjust the proper capital management, following the decisions made by the authorized bodies, the
Group may adjust its dividend policy, issue new shares or sell assets. No changes were made in the objectives,
policies or procedures during the years ending 31.12.2022 and 31.12.2021.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 126
The Group monitors capital using a gearing ratio. The ratio is calculated as net debt divided by total capital
employed.
Net debt is calculated as “Total borrowings” (including “current and non-current borrowings” as recorded in the
Statement of Financial Position) less “Cash and cash equivalents” less “Financial assets available for sale”. Total
capital employed is calculated as “Equity” as recorded in the Statement of financial Position net debt. The Group’s
objective is to improve its capital structure through the right management of its resources.
The gearing ratios at 31 December 2022 and 2021 were as follows:
3.1.6.
Fuel prices fluctuation risk
The Group, as all shipping companies, is significantly affected by the volatility of fuel prices. It is to be noted, that
the cost of fuel and lubricants is the most significant operating cost and represents approximately 57% of Group’s
costs of sales in 2022.
The table below presents the sensitivity of the income statement and equity to a change in fuel prices equal to
10% on an annual basis.
The Group has hedged a part of the fuel prices fluctuation risk.
The global energy crisis combined with the ongoing Ukrainian crisis have increased significantly fuel oil prices.
In 2022, the average price of marine fuels consumed by the Group, increased 73% compared to the year 2021.
The management monitors actively the developments and implements a series of measures aiming to reduce
operational costs including partial hedging of the risk of fuel price fluctuation.
3.1.7.
Competition
The routes with intense competition, along which the Group operated in 2022, as well as its most significant
competitors are the following:
31.12.2022
31.12.2021
Total Borrowings
497,696
481,593
Less: Cash and Cash Equivalents
87,874
97,364
Net debt
409,822
384,229
Equity
357,750
361,698
Total capital employed
767,572
745,927
Gearing ratio
53%
52%
Increase/ (Decrease)
Effect on profit
in fuel oil prices
before taxes
+/- 10%
-/+ 25,709
-/+ 25,709
Effect on equity
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 127
3.1.8.
Risks from climate change
Risks caused by climate change may affect the Group's operations. In the Group's Risk Register, risks related to
"Climate change & effects on weather conditions" as well as "Changes in the environmental protection regulatory
framework" have been identified and monitored. As part of its actions on this matter, the Group recognizes its
responsibility to reduce the carbon dioxide emissions arising from its operations. The implementation of the
environmental strategy has started this year by defining the Group’s strategic objectives concerning reduction of
gaseous pollutant emissions, provisions for installation of energy improvement equipment on the vessels as well
as implementation of specific actions that reduce the Group's environmental footprint. The above is reflected in
the estimates of projected operating costs, capital costs and corresponding potential financing needs of the Group,
while the management continuously assesses the effects of climate-related issues that could affect the Group's
financial statements, in order to adapt and implement all kinds of actions to address these effects. Such actions
are to be integrated in the Group’s present operations and in its future planning as reflected in the estimates of
the Group's future cash flows.
3.1.9.
Risks from COVID-19 pandemic
The Covid-19 pandemic is near its end, therefore, in March 2022, the State lifted the travel restrictions imposed
on vessels for passenger traffic. Although the pandemic now appears to have a limited effect on the Group's
operations, should the pandemic re-escalate, it could lead to new restrictive measures significantly affecting
passenger shipping as well.
The Management expects the pandemic to have a limited effect on the Group's operations in the current financial
year. Nevertheless, it has already recognized the risks, as well as the potential effects of the pandemic, and
continues to monitor their development. Moreover, the Management constantly evaluates all new data in order to
proceed with additional countermeasures, if deemed necessary. Its main concern is to protect the Group's
financial position and render the best possible service to its passengers and local communities.
4.
Fair value of financial instruments
The Group uses the following hierarchy in order to define and disclose the fair value of financial instruments per
valuation technique:
ROUTE
COMPETITORS
Adriatic Sea
Grimaldi
Lines
Piraeus - Cyclades
Anek Lines / Sea Jets / Golden Star Ferries / Fast Ferries
Rafina - Cyclades
Golden Star Ferries / Fast Ferries
Piraeus - Dodecanese
Anek Lines
Piraeus - Crete
Minoan Lines
Sporades
ΑΝΕΣ FERRIES / Sea Jets
Saronic
JV SARONIC FERRIES/ AEGEAN FLYING DOLPHINS / ANES FERRIES /
ALPHA LINES
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 128
Level 1: Assets/liabilities are measured at fair value according to quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2: Assets/liabilities, measured at fair value according to evaluation models in which elements affecting
significantly the evaluation are based (directly or indirectly) on observable market values.
Level 3: Assets/liabilities, measured at fair value according to evaluation models in which elements affecting
significantly the evaluation are not based on observable market values.
4.1.
Financial derivatives
Derivative financial instruments are valued using valuation models based on observable market data.
4.2.
Investments carried at fair value
Under IAS 27 «Separate Financial Statements» the Company measures its investments in accordance with the
provisions of IFRS 9 "Financial Instruments" at fair value through profit and loss.
At the end of every reporting period of the financial statements, the Company carries out the calculations required
in relation to the fair value of its investments.
The investments in respect of its interests (unlisted shares) are valued based on generally accepted valuation
models, which include data based on both - unobservable factors, and market observable inputs.
The assessment performed to determine the fair value of financial instruments not traded in active markets,
focuses both on exogenous and endogenous factors. Consequently, at the end of every reporting period, the
Company:
a) Identifies and assesses the state of the Greek economy.
b) Collects, analyses and monitors the accounting information on the performance, using as benchmarks the
development of the Company’s financial performance at the end of every reporting period.
The analysis of these data provides information regarding the level of meeting or not meeting the business
objectives and indicates the tendencies regarding the results and the financial performance of the companies at
the end of the annual reporting period.
c) Reviews the business conditions and available information and estimates regarding the future development of
financial performance and tendencies.
According to standard practices, at every annual reporting date of the financial statements, the Company re-
examines the business plans assumptions of its subsidiaries, based on the business plans prepared at the end
of the previous annual reporting period, in relation to subsequent financial periods.
In case the financial performance of each company during the annual reporting period does not present substantial
deviations from the budget of the respective period, and given with the Management's estimates regarding the
future development of these financials, redefinition of the original business plan is not considered necessary and
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 129
the relative calculations for determining fair value are limited to sensitivity analysis on the changes in the weighted
average cost of capital.
If it is not the case, the Company analytically reassesses its business plan according to the current economic and
business conditions.
Main assumptions for the determination of investments at fair value are the assessment of expected cash flows
as described above and the weighted average cost of capital (WACC) which is calculated using the weights of
cost of capital and of long-term debt, plus any grants.
The basic parameters determining the weighted cost of capital (WACC) are:
• Risk-free rate,
• Country risk premium,
• Equity risk premium.
According to the above, the WACC was determined at 9.9%.
The value calculated as above, is weighted with the value arising based on the adjusted (taking into account the
vessels’ fair value) net assets value of every subsidiary.
4.3.
Other financial assets and liabilities carried at fair value
The following table presents financial assets and liabilities carried at fair value as at 31.12.2022.
5.
Consolidation - Joint venture revenue agreement
5.1.1.
Consolidation of ATTICA S.A. HOLDING subsidiaries
Subsidiaries are consolidated using the full consolidation method. The analytical table of the subsidiaries of the
Group is presented in Note 7.15 “Investments in subsidiaries”
.
Measurement of financial
instruments at fair value
31.12.2022
Level 1
Level 2
Level 3
Investments in subsidiaries
-
-
-
-
Financial assets / liabilities
-
-
Derivatives
5,905
-
5,905
-
Total
5,905
-
5,905
-
Measurement of financial
instruments at fair value
31.12.2022
Level 1
Level 2
Level 3
Investments in subsidiaries
762,247
-
-
762,247
Derivatives
-
-
-
-
Total
762,247
-
-
762,247
Measurement at fair value as at 31.12.2021
GROUP
COMPANY
Measurement at fair value as at 31.12.2021
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 130
For all the companies of the Group, there are no changes of the method of consolidation.
The consolidated financial statements for the year incorporate TINOS BEACH HOTEL Single Member S.A.,
acquired on 12.07.2022.
The acquisition of Naxos Resort Beach Hotel Single Member S.A. is analytically presented in Note 5.3.1.
There are no companies which have not been consolidated in the present period while they were consolidated
either in the directly previous period or in the respective period last year.
There are no companies of the Group which have not been incorporated in the consolidated financial statements.
5.1.2
Consolidation of associates / Joint ventures
Attica Group, through its by 100% subsidiary company NORDIA M.C., acquired 49% of the marine company
AFRICA MOROCCO LINKS (“AML), domiciled in Tanger (Morocco). AML operates along Tangier Med (Morocco)
- Algeciras (Spain) route and is consolidated under equity method in the Financial Statements of the Group.
In 2022, through its 100% subsidiary NORDIA M.C., ATTICA Group participated the Share Capital increase in
Africa Morocco Links with an amount of Euro 3,270 k.
5.2.
Agreement between ATTICA HOLDINGS S.A. and ANEK
The Group is in a joint service agreement with ANEK S.A. with regard to the Joint Venture company “ANEK –
SUPERFAST” for the joint service of vessels of the two companies along the international routes Patras –
Igoumenitsa – Ancona, Patras – Igoumenitsa – Bari and Patras – Igoumenitsa – Venice as well as the domestic
routes Piraeus – Herakleion and Piraeus – Chania, Crete.
The joint service agreement with ANEK S.A. is effective until 30.06.2023 and the distinctive title is “Adriatic and
Cretan Lines”.
5.3.
Business combinations
5.3.1.
Attica Group aquires Tinos Beach Hotel Single Member S.A.
ATTICA HOLDINGS S.A. (“Attica Group”), implementing its strategic growth plan, expands further in the Greek
tourism industry, by acquirung through its 100% subsidiary Attica Blue Hospitality S.M.S.A (“Attica Blue
Hospitality”). the owning company of Tinos Beach Hotel located in the island of Tinos, in the area of Kionia, for a
total consideration of Euro 5.8 mln, given to shareholders, plus any costs incurred for the acquisition. The
acquisition was funded through bank financing and own funds.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 131
Fair value measurement of assets, liabilities and contingent liabilities of the acquired company,
Purchase Price
Allocation in accordance with the provisions of IFRS 3 "Business combinations" and the consequent final
determination of the relevant goodwill was completed under the preparation of the financial statements for the
current period.
The definitive fair values of the Statement of Financial Position of the acquired company, the total acquisition
consideration and the result arising for the group at the acquisition date are presented below as follows:
The changes arising as a result of fair value measurement
of the Financial Position items of the acquired company
pertain to fair value measurement of the land plot and the relative building, based on the certified appraiser's
report, as well as the deferred tax obligation calculated on the balance between their fair value and book value.
For the measurement of the fair value of the property, the Residual Approach was used.
The acquisition of the company on 12.7.2022 resulted in increased assets by 2% (Euro 11.8 mln) and no
significant impact on liabilities. It also negatively impacted the profits after taxes by Euro 195 k.
If the acquisition had taken place as at 1.1.2022, then the consolidated profit after taxes would have been
decreased by Euro 763 k.
Fair value
at the
acquisition
date
Book value
at the
acquisition
date
TOTAL ASSETS
Tangible assets
11,780
584
Trade and other receivables
13
13
Cash and Cash equivalents
12
12
TOTAL LIABILITIES
Deffered tax liability
-2,462
-
Trade and other payables
-376
-376
Total Equity
8,967
233
Acquisition percentage
100%
100%
Net Assets acquired
8,967
233
Purchase Consideration
Fair value at the acquisition
date
Cash paid
5,792
Less : Fair value of equity instruments exchanged
-8,967
Profit from acquistion of subsidiary
-3,175
Net Cash flows from the acquisition :
Fair value at the acquisition
date
Cash paid
5,792
Less : Cash and cash equivalents acquired
-12
Net Cash flows
5,780
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 132
6.
Related Party disclosures
6.1.
Intercompany transactions
The most important companies of the Group, which perform intercompany transactions, are Blue Star Ferries
Maritime S.A. & Co Joint Venture and the management company Superfast Ferries S.A.
a) Blue Star Ferries Maritime S.A. & Co Joint Venture coordinates all of the Group’s ship-owning companies in
order to commonly serve domestic routes.
In particular, Blue Star Ferries Maritime S.A. & Co Joint Venture is responsible, under a contractual agreement
with the ship-owning companies of the Group, for revenue and common expenses of the vessels that operate
along the domestic routes.
At the end of every month, the Joint Venture transfers to the ship-owning companies the revenue and expenses
generated on their account.
b) The Management Company Superfast Ferries S.A. has limited scope of operations and is responsible, under
contractual agreements with the foreign ship-owning companies, for the revenue and expenses of the vessels
that operate along international routes.
At the end of every month, the management company transfers to the ship-owning companies any revenue and
expenses generated on their account.
The Management Company Superfast Ferries S.A. is by 100% subsidiary of Attica Holdings S.A.
The intercompany transactions for the fiscal year 2022 between the parent company and its by 100% subsidiaries
are as follows:
The intercompany transactions between Attica Group and Africa Morocco Links are as follows: revenue – Euro
1,823 k, expenses Euro 275 k, receivables Euro 15,255 k and liabilities Euro 1,378 k.
The intercompany balances between the Group’s subsidiaries are written-off in the Consolidated Financial
Statements.
COMPANY
Share capital
increase
Share capital
return
Dividends
SUPERFAST ONE INC
18,600
-
5,300
SUPERFAST TWO INC
16,350
-
9,000
NORDIA MC
3,300
-
-
ATTICA FERRIES MARITIME S.A.
-
-
2,370
BLUE STAR FERRIES SINGLE MEMBER
MARITIME S.A.
-
26,950
3,469
ATTICA BLUE HOSPITALITY SINGLE S.A.
11,900
-
-
TOTAL
50,150
26,950
20,139
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 133
6.1.1.
Intercompany transactions with the companies of MIG HOLDINGS S.A. and Piraeus Bank
The intercompany transactions with Piraeus Bank Group refer to interest income, bank financial expenses,
deposits and borrowings.
6.2.
Participation of the members of the Board of Directors of ATTICA HOLDING S.A. in the Board of
Directors of other companies
a) Participation of the executive members of the Board of Directors of ATTICA HOLDING S.A. in the Board of
Directors of other companies.
Mr. Spyridon Paschalis (Chief Executive Officer, executive member) is Chairman of the Board of Directors of the
Greek Shipowners Association for Passenger Ships (S.E.E.N.), member of the Board of Directors of the Hellenic
Chamber of Shipping and member of the Board of Directors of the company Africa Morocco Links.
b) Participation of the non-executive members of the Board of Directors in the Board of Directors of other
companies.
Mr. Georgios Efstratiadis is the CEO of MIG HOLDINGS S.A., CEO & Vice President of MIG MEDIA, President &
CEO of ATHENIAN ENGINEERING AIRCRAFT MAINTENANCE SA and holds a management position in the
companies TOWER TECHNOLOGY HOLDING LTD, MIG AVIATION HOLDING, MIG REAL ESTATE SERBIA,
MIG LEISURE & MIG SHIPPING.
Mr. Ilias Trigas participates in the Board of Directors. of the companies IMITHEA MAE, ETVA VIPE SA, THRIASIO
SA, PICAR MAE, EUROAK SA, EUROTERRA SA, REBIKAT SA, OWL CAPITAL, EUROINVESTMENT &
FINANCE, FILOKTIMATIKI PUBLIC LTD, PHILOKTIMAKI ERGOLIPTIKI LTD, SUNHOLDINGS PROPERTIES
COMPANY LTD, PIRAEUS EQUITY PARTNERS LTD.
Mr. Loukas Papazoglou participates in the BoD of the company MIG HOLDINGS S.A. He is also an independent
non-executive member of the BoD of NOVAL PROPERTY.
Mr. Efstratios Chatzigiannis participates in the BoD of the companies ILA POTHECARY LIMITED, PRM ER LTD,
as well as the company MIG HOLDINGS S.A.
Mrs. Maria Sarri is the Chairman of the BoD of HELLENIC CAPITAL PARTNERS SA, Vice President of
RENEWABLE ENERGY PARKS SA and participates in the BoD of the companies HELLENIC CAPITAL
PARTNERS SA, GPS INVESTMENTS SA and PLUS ENERGY SA.
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
GROUP
COMPANY
Sales
-
-
4
-
Sales
1,490
-
8
-
Purchases
-
-
7,765
1,882
Purchases
1,307
-
6,125
1,636
Receivables
-
-
41,501
1,231
Receivables
380
380
52,902
13,325
Payables
-
-
181,815
49,438
Payables
-
-
177,373
55,026
31.12.2022
MIG HOLDINGS S.A.
PIRAEUS BANK GROUP
31.12.2021
MIG HOLDINGS S.A.
PIRAEUS BANK GROUP
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 134
6.3.
Guarantees
The parent company has provided guarantees to the lending banks for repayment of loans of the Group’s vessels
amounting to Euro 236,580 k.
6.4.
Board of Directors and Executive Directors’ Fees
The Board of Directors and Executive Directors’ compensation for 2022 was Euro 3.4mln (2021: 3.3mln). This
includes gross salaries, bonuses, social security costs, remuneration and other related expenses.
Furthermore, provisions for post-retirement benefits, based on the decision of the General Meeting of
Shareholders dated 16.5.2017, stood at Euro 0.06mln in 2022 (2021: 0.06mln).
7.
Notes to the Financial Statements for the period 1.1.202
2-
31.12.202
2
7.1.
Operating Segments – Geographical Segment Report
The Group applies IFRS 8 "Operating Segments", which requires the definition of operating segments to be based
on the "management approach". In addition, financial information is required to be reported on the same basis as
it is used internally. The Board of Directors is the main decision maker regarding the Group's business decisions.
Taking into consideration the aforementioned, for the purposes of segment reporting, it should be noted that the
Group operates in passenger shipping in different geographical areas.
The geographical allocation of the Group's operations is as follows:
a) Domestic Routes
b) International Routes
The Group’s vessels provide transportation services to passengers, private vehicles, which constitute mainly the
tourism sales, as well as freight sales.
The tourist volumes are highly seasonal. The highest traffic for passengers and vehicles is observed during the
months of July to September, while the lowest traffic for passengers and vehicles is observed from November to
February. In contrast, freight sales are equally allocated during the entire year and have much lower
seasonality.
The results and other information per segment for the period 1.1.2022 – 31.12.2022 are as follows:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 135
* The column
“
Other
”
includes the parent company, hotels and items that cannot be allocated.
GROUP
Geographical Segment
Domestic
Routes
International
Routes
Other*
Total
Income elements
Fares
364,205
147,162
1,562
512,929
On-board Sales
10,375
6,938
-
17,313
Total Revenue
374,580
154,100
1,562
530,242
Operating Expenses
-334,252
-127,757
-1,546
-463,555
Administration & Distribution Expenses
-45,198
-17,631
-2,553
-65,382
Other revenue / expenses
2,228
1,473
849
4,550
Earnings before taxes, investing and financial results
-2,642
10,185
-1,688
5,855
Financial results
11,333
5,564
-10,438
6,459
Profit on acquisition of subsidiary
-
-
3,176
3,176
Share in net profit (loss) of companies accounted for
by the equity method
-
1,993
-
1,993
Profit on sale of property, plant and equipment
-
-
5
5
Earnings before taxes, investing and financial results,
depreciation and amortization
32,817
24,653
280
57,750
Profit/Loss before Taxes
8,692
17,742
-8,945
17,488
Income taxes
-302
-133
-
-435
Profit/Loss after Taxes
8,390
17,609
-8,945
17,053
Customer geographic distribution
Greece
472,188
Europe
54,565
Third countries
3,489
Total
530,242
1.1-31.12.2022
GROUP
Geographical Segment
Domestic
Routes
International
Routes
Other*
Total
Income elements
Fares
255,745
80,720
-
336,465
On-board Sales
7,572
3,870
-
11,442
Total Revenue
263,317
84,590
-
347,907
Operating Expenses
-234,574
-75,885
-18
-310,477
Administration & Distribution Expenses
-38,474
-12,808
-1,338
-52,620
Other revenue / expenses
4,344
1,355
19
5,718
Earnings before taxes, investing and financial results
-5,387
-2,748
-1,337
-9,472
Financial results
1,135
3,570
-8,724
-4,019
Profit on acquisition of subsidiary
-
-
1,790
1,790
Share in net profit (loss) of companies accounted for
by the equity method
-
-1,410
-
-1,410
Profit on sale of property, plant and equipment
-16
-
-
-16
Earnings before taxes, investing and financial results,
depreciation and amortization
36,066
7,192
-1,299
41,959
Profit/Loss before Taxes
-4,268
-588
-8,271
-13,127
Income taxes
1
-67
-
-66
Profit/Loss after Taxes
-4,267
-655
-8,271
-13,193
Customer geographic distribution
Greece
317,155
Europe
23,942
Third countries
6,810
Total
347,907
1.1-31.12.2021
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 136
Revenue from domestic fares include grants received from the relevant Ministry for domestic Public Service routes
of Euro 34,126 k for the period 1.1.2022-31.12.2022 and Euro 38,312 k for the period 1.1.2021-31.12.2021.
In 2022, the operating segment "International Routes” includes revenue from vessel chartering amounting to Euro
9.2mln compared to Euro 5.7mln in 2021.
GROUP
Geographical Segment
Domestic
Routes
International
Routes
Other
Total
Assets and liabilities figures
Tangible assets' Book Value at 1.1
472,588
201,194
4,882
678,664
Reclassifications between segments
-13,715
13,715
-
-
Additions
34,104
3,286
266
37,656
Additions from acquisiton of subsidiary
-
-
10,902
10,902
Additions from IFRS 16
62
62
Disposals
-8,234
-
-3
-8,237
Reclassifications
-
-
-114
-114
Depreciation for the Period
-38,616
-10,463
-1,230
-50,309
Depreciation of disposals
6,281
-
3
6,284
Depreciation from acquisiton of
subsidiary
-
-
-1,071
-1,071
Total Net Fixed Assets
452,408
207,732
13,697
673,837
Long-term and Short-term liabilities
404,454
74,787
2,352
481,593
*
The column "Other" includes the parent company and items that can not be allocated.
1.1-31.12.2021
Reconciliation of the Group’s Total Assets and Total Liabilities as at 31.12.2022 and 31.12.2021
There are no transactions related to revenue and expenses between segments.
The vessels’ values represent the tangible assets in the geographical segments where the vessels operate in.
GROUP
Geographical Segment
Domestic
Routes
International
Routes
Other
Total
Assets and liabilities figures
Tangible assets' Book Value at 1.1
452,408
207,732
13,697
673,837
Additions
22,915
10,212
2,999
36,126
Additions from acquisiton of subsidiary
-
-
12,044
12,044
Additions from IFRS 16
16,989
57
17,046
Depreciation for the Period
-35,780
-13,315
-1,916
-51,011
Total Net Fixed Assets
439,543
221,618
26,881
688,042
Long-term and Short-term liabilities
386,205
103,979
7,512
497,696
*
The column "Other" includes the parent company and items that can not be allocated.
1.1-31.12.2022
31.12.2022
31.12.2021
Net Book Value of Tangible Assets
Euro
688,042
673,837
Unallocated Assets
Euro
291,707
277,739
Total Assets
Euro
979,749
951,576
Long-term and Short-term liabilities
Euro
497,696
481,593
Unallocated Liabilities
Euro
124,303
108,285
Total Liabilities
Euro
621,999
589,878
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 137
7.2.
Cost of Sales – Administrative Expenses – Distribution Expenses
The cost of sales analysis of administrative expenses and distribution expenses per expense category, as
recorded in the Income Statement for the fiscal year ended December 31, 2022 and 2021 is as follows.
The effect of fuel prices fluctuation on the Group’s Income Statement as well as risk management are presented
in Note 3.1.6.
Cost of sales
Administrative
expenses
Distribution
expenses
Total
Administrative
expenses
Distribution
expenses
Total
Retirement benefits, Wages and Other
employee benefits
78,236
22,590
-
100,826
331
-
331
Inventory cost
929
-
-
929
-
-
-
Tangible Assets depreciation
46,643
747
-
47,390
1
-
1
Intangible Assets depreciation
-
1,146
-
1,146
-
-
-
Right of use depreciation
2,877
482
3,359
37
-
37
Third party expenses
-
2,506
-
2,506
839
-
839
Third party benefits
141
486
-
627
-
-
-
Telecommunication Expenses
7
317
-
324
-
-
-
Operating leases rentals
11
95
-
106
-
-
-
Taxes & Duties
-
205
-
205
35
-
35
Fuels - Lubricant
264,155
-
-
264,155
-
-
-
Provisions
-
-
395
395
-
-
-
Insurance
9,181
216
-
9,397
177
-
177
Repairs and maintenance
36,831
2,092
-
38,923
6
-
6
Other advertising and promotion expenses
-
-
4,344
4,344
-
5
5
Sales commission
-
-
27,960
27,960
-
-
-
Port expenses
16,584
-
-
16,584
-
-
-
Other expenses
1,472
1,532
-
3,004
244
-
244
Donations
-
6
-
6
-
-
-
Transportation expenses
1
116
-
117
-
-
-
Consumables
6,487
147
-
6,634
-
-
-
Total
463,555
32,683
32,699
528,937
1,670
5
1,675
GROUP
31.12.2022
COMPANY
Cost of
sales
Administrative
expenses
Distribution
expenses
Total
Administrative
expenses
Distribution
expenses
Total
Retirement benefits, Wages and Other
employee benefits
65,849
21,416
-
87,265
388
-
388
Inventory cost
588
-
-
588
-
-
-
Tangible Assets depreciation
47,007
742
-
47,749
1
-
1
Intangible Assets depreciation
-
1,118
-
1,118
-
-
-
Right of use depreciation
2,090
474
-
2,564
36
-
36
Third party expenses
2
2,154
-
2,156
579
-
579
Third party benefits
-
328
-
328
-
-
-
Telecommunication Expenses
5
340
-
345
-
-
-
Operating leases rentals
-
91
-
91
-
-
-
Taxes & Duties
-
297
-
297
4
-
4
Fuels - Lubricant
138,119
-
-
138,119
-
-
-
Provisions
300
-
439
739
-
-
-
Insurance
7,833
183
-
8,016
158
-
158
Repairs and maintenance
31,152
1,739
-
32,891
2
-
2
Other advertising and promotion expenses
-
-
3,084
3,084
-
4
4
Sales commission
-
-
19,171
19,171
-
-
-
Port expenses
12,493
-
-
12,493
-
-
-
Other expenses
150
823
-
973
152
-
152
Donations
-
7
-
7
-
-
-
Transportation expenses
-
123
-
123
-
-
-
Consumables
4,889
91
-
4,980
-
-
-
Total
310,477
29,926
22,694
363,097
1,320
4 1,324
GROUP
31.12.2021
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 138
For the fiscal year ended December 31, 2022, the Group's administrative expenses include statutory auditors'
fees of Euro 24 k relating to non - audit services.
7.3.
Other operating income
Breakdown of other operating income per income category as presented in the Income Statement for the years
ended 31.12.2022 and 31.12.2021 is as follows.
Income from grants mainly includes grants under the Greek state support measures for companies affected by
the Covid-19 pandemic.
7.4.
Other financial results
“Other Financial Results” account includes the following categories.
The item "Results from Derivatives" refers to hedging transactions of part of the fuel price fluctuation risk and
refers to the contracts finalized in the fiscal year 2022.
The Group's policy on derivative financial instruments relates exclusively to cash flow hedging from fuel prices
fluctuations. The hedging contracts signed by the Group in 2022 are short-term and the type of contracts used is
mainly SWAP. The accounting treatment of derivatives is analyzed in paragraph 2.20.
Receivables and liabilities arising from derivatives are presented separately in the Statement of Financial Position
and in Note 7.23.
Foreign exchange differences were created mainly due to the valuation of cash balances, receivables and
liabilities as of 31.12.2022.
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Grants
2,526
3,326
-
-
Compensations
1,523
1,388
-
-
Income from services provided
135
113
-
-
Income from rent concession due to covid-19
-
285
-
19
Income from reversal of unrealized provisions
-
351
-
-
Other income
366
255
128
-
Total other opeating income
4,550
5,718
128
19
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Results from derivatives (fuels)
26,646
12,994
-
-
Foreign exchange gains
740
300
-
1
Foreign exchange losses
-802
-464
-1
-3
Other financial results
-132
-764
-55
-
Total other financial results
26,452
12,066
-56
-2
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 139
7.5.
Financial expenses
7.6.
Financial income
7.7.
Income from dividends
The parent company recorded income from dividends amounting to Euro 20,139 k arising from its 100%
subsidiaries SUPERFAST ONE INC., SUPERAFAST TWO INC., BLUE STAR FERRIES Single Member Maritime
S.A. and
ATTICA FERRIES Single Member Maritime S.A..
7.8.
Profit from acquisiton of subsidiaries
Attica Blue Hospitality S.M.S.A., a 100% subsidiary of Attica Group, acquired the owning company of Tinos Beach
Hotel located in the island of Tinos, in the area of Kionia, for a total consideration of Euro 5.792k, given to
shareholders, plus costs incurred for the acquisition. The profit between the fair value and the acquisition price
arising from the acquisition stood at Euro 3,176 k (See Note 5.3.1).
7.9.
Share in net profit / (loss) of companies acounted for under the equity method
The account “Share in net profit (loss) of companies accounted for by the equity method” includes a profit of Euro
1,993 k, which refers to Attica Group’s share in AFRICA MOROCCO LINCS SA (AML) results.
7.10.
Income Tax
Taxation of the Group’s profits is of a specific nature. Consequently, it is believed that the following analysis
provides a better understanding of taxes.
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Interest expenses from long-term loans
324
663
297
506
Interest expenses from short-term loans
221
12
-
-
Interest expenses from bonds
17,475
14,064
9,534
8,036
Interest expenses from finance leases
547
140
-
-
Interest expense of rights of use
138
167
8
11
Interest expenses from factoring
186
144
-
-
Total interest expenses from loans
18,891
15,190
9,839
8,553
Charge from retirement employee benefits
9
10
-
-
Commission for guaranties
114
98
44
16
Other interest related expenses
1,229
1,088
200
234
Total financial expenses
20,243
16,386
10,083
8,803
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Bank interest
59
95
56
80
Other interest related incomes
191
206
-
-
Total financial income
250
301
56
80
GROUP
COMPA NY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 140
A comparison between the annual tax rates is not possible, because, as already stated in Note 2.18, the income
tax depends on non-shipping activities profits.
The basic tax rate for Societe Anonyme in Greece for the fiscal year ended December 31, 2022 stands at 22%.
The Group’s parent company and subsidiaries unaudited fiscal years are presented in the table recorded in Note
7.15 “Investments in subsidiaries”.
ATTICA Group companies have made provisions of Euro 148 k for the unaudited fiscal years.
The parent company has made provisions of Euro 20 k.
The Group’s subsidiaries domiciled the European Union, which have no establishment in Greece, are not subject
to any obligation for tax audit.
Tax Compliance Report
From 2011 onwards the group companies domiciled in Greece, or those that established a branch in Greece
under the Law on Public Limited Companies, have been audited by a Certified Public Accountant and have
received unqualified tax compliance reports until the FY 2021. Tax compliance report for the year 2022 will be
finalized within October 2023.
For the fiscal years 2011 until 2021,
all the group companies, that were subject to a special tax audit conducted
by Certified Public Accountants in addition to the statutory audit, in order to assure the company’s compliance in
all material respects, according to Article 82 of Law 2238/1994 and Article 65A of Law 4174/2013, received an
unqualified Tax Compliance Report.
It is to be noted that according to the Circular 1006/2016 the companies that have been subject to the
aforementioned special tax audit are not exempted from the conduct of the statutory tax audit by the competent
tax authorities and for this reason the FYs have not benn finalized.
The Company’s Management estimates that, in potential future tax authority audits, provided that they will be
conducted, no additional tax differences will arise with significant effect on the financial statements.
For the fiscal year 2022, the special audit for receiving the Tax Compliance Report is in progress and
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Tax according to Law 27/75
230
143
-
-
Income tax - Other taxes
26
23
-
-
Defferred Assets
179
-100
-
-
Total
435
66
-
-
.
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 141
no differences that will substantially differentiate the tax obligations presented in the financial statements are
expected to arise upon its completion.
In respect of Attica Group companies, domiciled outside European Union, that have no branches in Greece, there
is no obligation for tax audit. Shipping Companies, are not subject to the aforementioned tax audit and their tax
audit wil be conducted by the tax authorities as provided.
7.11.
Earnings per share
Basic earnings per share are calculated by dividing the profit or loss attributable to shareholders of the parent
company, by the weighted average number of ordinary shares in issue during the year.
The calculation with the weighted average number of shares is analyzed in the table below.
7.12.
Tangible assets
The vessels of the Group have been mortgaged as security of the long-term borrowings for the amount of Euro
616,183 k.
The depreciation analysis is presented in the following table.
1.1-31.12.2022
1.1-31.12.2021
1.1-31.12.2022
1.1-31.12.2021
Profit / (loss) attributable to shareholders of the parent
company
17,053
-13,193
8,508
2,871
The weighted average number of ordinary shares
215,805,843
215,805,843
215,805,843
215,805,843
Earnings per share - basic (in Euro)
0.0790
-0.0611
0.0394
0.0133
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Vessels depreciation
49,095
49,080
-
-
Other tangible and intangible
assets depreciation
2,800
2,351
38
38
Total
51,895
51,431
38
38
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 142
On 7.2.2022, Attica Groups’ subsidiary Blue Star Ferries S.M.S.A., bareboat chartered on a long-term basis the
RoPax vessel Asterion II. The above charter has a term of 5 years with a right of redemption and was recognized
based on IFRS 16.
In June and July 2022, 3 state-of-the-art Aero Catamaran vessels were added to the Group’s fleet. The vessels
started travelling on the Saronic routes in the beginning of August 2022.
GROUP
TANGIBLE ASSETS
Vessels
Land
Buildings
Vehicles
Furniture &
Fittings
Construction in
progress
Total
Βook value at 1.1.2021
1,209,821
-
8,999
167
10,064
6,464
1,235,515
Accumulated depreciation
-542,504
-
-4,488
-118
-9,742
-
-556,851
Net book value at 1.1.2021
667,317
-
4,511
49
322
6,464
678,664
Additions
26,741
-
146
-
120
10,649
37,536
Additions from acquisiton of subsidiary
-
1,391
8,353
393
765
-
10,902
Additions from IFRS 16
-
33
29
-
-
62
Disposals
-8,234
-
-
-3
-
-
-8,237
Reclassifications
6,225
-
-
-
-
-6,339
-114
Depreciation of disposals
6,281
-
-
3
-
-
6,284
Depreciation from acquisiton of subsidiary
-
-
-
-390
-681
-
-1,071
Depreciation charge
-49,080
-
-996
-19
-214
-
-50,309
Cost of valuation at 31.12.2021
1,234,553
1,391
17,531
586
10,949
10,774
1,275,784
Accumulated depreciation
-585,303
-
-5,484
-524
-10,637
-
-601,947
Net book value at 31.12.2021
649,250
1,391
12,047
62
312
10,774
673,837
Vessels
Land
Buildings
Vehicles
Furniture &
Fittings
Construction in
progress
Total
Βook value at 1.1.2022
1,234,553
1,391
17,531
586
10,949
10,774
1,275,784
Accumulated depreciation
-585,303
-
-5,484
-524
-10,637
-
-601,947
Net book value at 1.1.2022
649,250
1,391
12,047
62
312
10,774
673,837
Additions
33,127
2,605
55
-
275
66
36,128
Additions from acquisiton of subsidiary
-
1,239
10,521
276
8
-
12,044
Additions from IFRS 16
16,989
-
-
57
-
-
17,046
Reclassifications
10,649
-
-
-
-
-10,649
-
Depreciation from acquisiton of subsidiary
-
-
-2
-254
-8
-
-264
Depreciation charge
-49,095
-
-1,392
-29
-233
-
-50,749
Cost of valuation at 31.12.2022
1,295,318
5,235
28,107
919
11,232
191
1,341,002
Accumulated depreciation
-634,398
-
-6,878
-807
-10,878
-
-652,960
Net book value at 31.12.2022
660,920
5,235
21,229
112
354
191
688,042
COMPANY
TANGIBLE ASSETS
Buildings
Vehicles
Furniture &
Fittings
Construction in
progress
Total
Βook value at 1.1.2021
382
22
283
3
690
Accumulated depreciation
-197
-22
-283
-3
-505
Net book value at 1.1.2021
185
-
-
-
185
Depreciation charge
-38
-
-
-
-38
Book value at 31.12.2021
382
22
283
3
690
Accumulated depreciation
-235
-22
-283
-3
-543
Net book value at 31.12.2021
147
-
-
-
147
Buildings
Vehicles
Furniture &
Fittings
Construction in
progress
Total
Βook value at 1.1.2022
382
22
283
3
690
Accumulated depreciation
-235
-22
-283
-3
-543
Net book value at 1.1.2022
147
-
-
-
147
Depreciation charge
-37
-
-
-
-37
Book value at 31.12.2022
382
22
283
3
690
Accumulated depreciation
-272
-22
-283
-3
-580
Net book value at 31.12.2022
110
-
-
-
110
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 143
GROUP
Right-of-use tangible assets
Right-of-use
buildings -cars
Right-of-
use ships
Total
Βook value at 1.1.2021
3,245
16,192
19,437
Accumulated depreciation
-690
-11,002
-11,692
Net book value at 1.1.2021
2,555
5,190
7,745
Additions
62
305
367
Depreciation charge
-472
-2,090
-2,562
Book value at 31.12.2021
3,307
16,497
19,804
Accumulated depreciation
-1,162
-13,092
-14,254
Net book value at 31.12.2021
2,145
3,405
5,550
GROUP
Right-of-use tangible assets
Right-of-use
buildings -cars
Right-of-
use ships
Total
Βook value at 1.1.2022
3,307
16,497
19,804
Accumulated depreciation
-1,162
-13,092
-14,254
Net book value at 1.1.2022
2,145
3,405
5,550
Additions
57
17,211
17,268
Depreciation charge
-482
-2,877
-3,359
Book value at 31.12.2022
3,364
33,708
37,072
Accumulated depreciation
-1,644
-15,969
-17,613
Net book value at 31.12.2022
1,720
17,739
19,459
COMPANY
Right-of-use
buildings
Βook value at 1.1.2021
256
Accumulated depreciation
-73
Net book value at 1.1.2021
183
Additions
-
Depreciation charge
-37
Book value at 31.12.2021
256
Accumulated depreciation
-110
Net book value at 31.12.2021
146
Right-of-use
buildings
Βook value at 1.1.2022
256
Accumulated depreciation
-110
Net book value at 1.1.2022
146
Additions
-
Depreciation charge
-37
Book value at 31.12.2022
256
Accumulated depreciation
-147
Net book value at 31.12.2022
109
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 144
Finance lease liabilities are presented in Note 7.27 "Long-Term and Short-Term Loan Liabilities".
7.13.
Goodwill
As at 31.12.2022, goodwill, arising from Hellenic Seaways Single Member Maritime S.A. acquisition during the
fiscal year 2018, stood at Euro 10,778 k.
Goodwill impairment test
On 31.12.2022, an impairment test was performed in respect of the recognized goodwill. The goodwill impairment
test was conducted following the allocation of these items to separate CGUs (Domestic routes).
The recoverable amount of goodwill has been determined based on value in use, which was calculated using the
discounted cash flows method.
To facilitate determining value in use, the Management uses assumptions which are considered reasonable,
based on the best possible information disclosed and effective as at Financial Statements reporting date. No
need to derecognize goodwill has arisen from the impairment test.
Assumptions used for determining value in use.
In order to determine every CGU recoverable amount, the Group calculates value in use by applying the method
of the present value of estimated future cash flows. The key assumptions applied by the Group in order to
determine estimated future cash flows are as follows
• Market price assumptions - Operating assumptions:
The key operating assumptions mainly pertain to fuel prices, cost and time of the Group’s vessels major
maintenance and estimates of number of routes, passengers and freight.
• Preparation of business plans per operating segment:
- Business plans are prepared based on a maximum 5-year period. Cash flows over 5 years are deduced using
the estimated growth rates (2%).
- Business plans are based on recently prepared budgets and estimates.
- Business plans use budgetary operating profit margins and EBITDA, as well as future estimates applying
reasonable assumptions.
Calculations applied in order to determine the recoverable amounts of operating segments were based on the
business plans approved by the Management, which included the necessary revisions, performed for the
purposes of recording the current economic conditions, reflecting past experience, segment studies projections
and other information available from external sources.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 145
• Weighted average cost of capital (WACC):
WACC reflects the discount rate of future cash flows of every operating segment, according to which the cost of
equity and the cost of long-term borrowing is weighted to calculate the cost of total capital. Since all cash flows of
business plans are determined in euro, risk-free rate was identified as the return on 10-year German bond. Risk
premium was calculated based on the estimates arising from independent sources. Beta sensitivity indicators are
annually evaluated on the basis of published market data. Accordingly, the WACC was calculated at 9.9%.
Apart from the aforementioned estimates regarding determination of CGUs value in use, the Management is not
aware of changes in circumstances that may have affected its remaining assumptions.
The Group has performed a sensitivity analysis of the recoverable amounts per operating segment in relation to
a change of 0.5% in the discount rate. The analysis has not indicated that an impairment loss can arise.
7.14.
Intangible Assets
Intangible assets include trademarks and computer software.
The Group’s intangible assets include as follows:
a) Trademarks, pertaining to the cost of development and registration of the trademarks of Attica Holdings S.A.,
Superfast Ferries and Blue Star Ferries in Greece and abroad.
GROUP
Intangible assets
Trademarks
Computer
Software
Total
Βook value at 1.1.2021
5,898
19,622
25,520
Accumulated depreciation
-153
-14,265
-14,418
Net book value at 1.1.2021
5,745
5,357
11,102
Additions
-
1,174
1,174
Acquisitions through business
combinations
-
113
113
Other movements
-
35
35
Depreciation charge
-
-1,118
-1,118
Book value at 31.12.2021
5,898
20,944
26,842
Accumulated depreciation
-153
-15,383
-15,536
Net book value at 31.12.2021
5,745
5,561
11,306
Trademarks
Computer
Software
Total
Βook value at 1.1.2022
5,898
20,944
26,842
Accumulated depreciation
-153
-15,383
-15,536
Net book value at 1.1.2022
5,745
5,561
11,306
Additions
-
1,452
1,452
Other movements
-
46
46
Depreciation charge
-
-1,146
-1,146
Book value at 31.12.2021
5,898
22,442
28,340
Accumulated depreciation
-153
-16,529
-16,682
Net book value at 31.12.2021
5,745
5,913
11,658
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 146
b) The trademark/brand of Hellenic Seaways Maritime Company S.A. was recognized based on the Relief from
Royalty method when completing the allocation of the company's purchase costs on 31.12.2018 amounting to
Euro 5,745 k. Its useful life has been set indefinitely and is annually tested for impairment.
On 31.12.2022, no need for impairment arose following the review of trademarks value.
Trademark impairment test
On 31.12.2022 a trademark impairment test was conducted. The recoverable amount of the trademark with an
indefinite useful life was determined based on the revenue generated from the royalties (Income Approach via
Relief from Royalty method). On 31.12.2022, no Trademark impairment arose from the impairment test.
Further details regarding the operational assumptions for the preparation of business plans as well as for the
determination of the average weighted capital cost (WACC) are presented in Note 7.13 to the Annual Financial
Report.
c) Computer software programs that inlude the cost of the ticket booking systems and the cost of purchasing and
developing the Group’s integrated Enterprise Resource Planning system.
7.15.
Investments in subsidiaries
The parent company measures its investments at fair value (see Note 4.2).
Information regarding Share Capital increases/decreases which were paid during the year is presented in Note
6.1.
The following table presents investments in subsidiaries.
COMPANY
Initial Cost at 01.01.2021
717,603
Acquisitions/Increase in share capital of
subsidiaries
31,825
Disposals/Decrease in share capital of
subsidiaries
-6,300
Loss from adjustments added to Net Equity
31,621
Value at 31.12.2021
774,749
Initial Cost at 01.01.2022
774,749
Acquisitions/Increase in share capital of
subsidiaries
49,450
Disposals/Decrease in share capital of
subsidiaries
-26,950
Loss from adjustments added to Net Equity
-35,002
Value at 31.12.2022
762,247
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 147
Investments in subsidiaries
The parent company participated, directly and indirectly, by 100% in its subsidiaries. The nature of the relationship
is "Direct" with the exception of SUPERFAST DODEKA (HELLAS) INC.& CO JOINT VENTURE, BLUE STAR
FERRIES JOINT VENTURE and BLUE STAR FERRIES MARITIME S.A. & CO JOINT VENTURE where the
nature of relationship is “Under Common Management”.
All the companies are consolidated under the full consolidation method.
Subsidiary
Carrying
amount
Direct
Shareholding
%
Indirect
Shareholding
%
Country
Nature of
Relationship
Consolidation
Method
Unaudited fiscal
years*
Audited fiscal
years**
NORDIA MC.
13,805
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
SUPERFAST FERRIES S.A.
15,397
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
-
SUPERFAST ENDEKA INC.***
65,611
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
2017-2021
BLUE STAR FERRIES SINGLE MEMBER
MARITIME S.A.
354,126
100.00%
-
GREECE
DIRECT
FULL
2017-2022
2017-2021
SUPERFAST ONE INC***
59,932
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
2017-2021
SUPERFAST TWO INC***
61,593
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
2017-2021
ATTICA FERRIES M.C.
-
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
BLUE STAR FERRIES MARITIME S.A. & CO
JOINT VENTURE
-
0.00%
-
GREECE
UNDER COMMON
MANAGEMENT
FULL
2017-2022
-
ATTICA FERRIES SINGLE MEMBER
MARITIME S.A.
20,864
100.00%
-
GREECE
DIRECT
FULL
2017-2022
2017-2021
SUPERFAST FERRIES SINGLE MEMBER
MARITIME S.A.
98,726
100.00%
-
GREECE
DIRECT
FULL
2017-2022
2017-2021
HELLENIC SEAWAYS SINGLE MEMBER
MARITIME S.A.
34,718
100.00%
-
GREECE
DIRECT
FULL
2020 - 2022
2021
TANGIER MARITIME INC
314
100.00%
PANAMA
DIRECT
FULL
-
-
TANGER MOROCCO MARITIME INC
311
-
100.00%
MOROCCO
INDIRECT
FULL
-
-
ATTICE NEXT GENERATION HIGHSPEED
SINGLE MEMBER MARITIME S.A.
14,349
100.00%
-
GREECE
DIRECT
FULL
2020 - 2022
2021
NAXOS RESORT BEACH HOTEL SINGLE
MEMBER S.A.
22,008
100.00%
GREECE
INDIRECT
FULL
2021 - 2022
-
ATTICA BLUE HOSPITALITY SINGLE
MEMBER S.A.
14,830
100.00%
GREECE
DIRECT
FULL
2017-2022
-
TINOS BEACH HOTEL MΟΝΟΠΡΟΣΩΠΗ Α.Ε.
11,741
100.00%
MOROCCO
INDIRECT
FULL
2018 - 2022
-
Inactive companies
SUPERFAST EPTA MC.
2
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
SUPERFAST OKTO MC.
2
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
SUPERFAST ENNEA MC.
8
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
SUPERFAST DEKA MC.
2
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
MARIN MC.
-
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
ATTICA CHALLENGE LTD
-
100.00%
-
MALTA
DIRECT
FULL
-
-
ATTICA SHIELD LTD
2
100.00%
-
MALTA
DIRECT
FULL
-
-
SUPERFAST DODEKA (HELLAS) INC.& CO
JOINT VENTURE
-
0.00%
-
GREECE
UNDER COMMON
MANAGEMENT
FULL
2017-2022
-
SUPERFAST PENTE INC.***
-
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
-
SUPERFAST EXI INC.***
-
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
-
SUPERFAST DODEKA INC.***
-
100.00%
-
LIBERIA
DIRECT
FULL
2017-2022
-
BLUE STAR FERRIES JOINT VENTURE
-
0.00%
-
GREECE
UNDER COMMON
MANAGEMENT
FULL
-
-
BLUE STAR FERRIES S.A.
-
100.00%
-
LIBERIA
DIRECT
FULL
-
-
BLUE ISLAND SHIPPING INC.
29
100.00%
-
PANAMA
DIRECT
FULL
2017-2022
-
STRINTZIS LINES SHIPPING LTD.
22
100.00%
-
CYPRUS
DIRECT
FULL
2017-2022
-
BLUE STAR FERRIES M.C.
737
100.00%
-
GREECE
DIRECT
FULL
2017-2022
-
HELLENIC SEAWAYS CARGO M.C.
-
-
100.00%
GREECE
DIRECT
FULL
-
-
HELLENIC SEAWAYS MANAGEMENT S.A
-
-
100.00%
LIBERIA
DIRECT
FULL
-
-
WORLD CRUISES HOLDINGS LTD
-
-
100.00%
LIBERIA
DIRECT
FULL
-
-
HELCAT LINES S.A
-
-
100.00%
MARSHALL
ISLANDS
DIRECT
FULL
-
-
* By tax authorities. It should be noted that on 31.12.2022, the fiscal years until 31.12.2016 were canceled in accordance with paragraph 1 of article 36, L.4174 / 2013.
** Tax Compliance Report by Certified Auditors.
*** Liberian companies which have a branch in Greece and the tax audit concerns the branches.
31.12.2022
On 31.12.2022, financial years until 31.12.2016 were barred, in accordance with the provisions of par. 1, art. 36,
Law 4174/2013, with the exceptions provided by the current legislation for extension of the right of the Tax
Authorities to issue an administrative act and estimated or corrective tax determination in specific cases.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 148
Regarding the Group companies that are tax audited by the statutory auditor, they received an unqualified Tax
Compliance Report for the year 2021.
7.16.
Investments in Associates and Joint Ventures
Through its 100% subsidiary company Nordia M.C., Attica Group acquired 49% of the Moroccan company
AFRICA MOROCCO LINKS (“AML”) established in Tanger (Morocco). AML operates on Tangier Med (Morocco)
- Algeciras (Spain) route. The above investment is classified as a Joint Arrangement and is consolidated under
the equity method in the financial statements of the Group.
The income statement of the Group’ for the presented period and, in particular, the account “Share in net profit
(loss) of companies accounted for under the equity method” includes the Group’s share of the results of AML,
standing at a profit of Euro 1,993 k.
During
2022, through its 100% subsidiary NORDIA M.C., ATTICA Group participated in the Share Capital
increase of Africa Morocco Links with a cash amount of Euro 3,270 k.
7.17.
Long-term Financial Receivables
The Group's subsidiary, Tanger Morocco Maritime S.A. signed a sale and leaseback agreement for the vessel
Morocco Star with its affiliate Africa Morocco Links S.A. The lease agreement was signed in 2020 and has an 8
year term. At the end of the agreement an obligation to purchase the vessel is provided.
The financial receivables and the minimum finance lease payments arising from the above transaction are
analyzed as follows: Short-term finance lease receivables ammounted to Euro 1,184 k and long-term finance
lease receivables ammounted to Euro 7,374k.
Minimum receipts
Present value
Within 1year
1,335
1,184
Between 2-5 years
5,341
4,969
More than five years
2,421
2,405
9,097
8,558
Less: Finance charges
-539
-
Minimum payments' current value
8,558
8,558
31.12.2022
GROUP
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 149
7.18.
Other Non-current Assets
Other Non-current Assets are as follows:
Other Non-current Assets includes Guarantees given against office leases and public utility companies such as
P.P.C. (Public Power Corporation) and H.T.O. (Hellenic Telecommunications Organization), EKO, etc.
The account «Other long term receivables» includes Euro 540k from a investing subdisidy which is under approval
by the relevant autorities and is expeccted to be collected and receivables from the affiliated company AFRICA
MOROCCO LINKS SA. amounting to Euro 4,013 k.
7.19.
Deferred Tax Assets – Liabilities
Deferred income tax arises from temporary differences between the accounting and tax bases of assets and
liabilities for non-shipping revenues.
The basic tax rate for Societe Anonyme in Greece for the fiscal year ending as at 31 December 2022 is 22%
according to Law 4799/2021.
The change in the Group’s deferred tax liabilities of Euro 2,462 k
is the effect of the recognized deferred tax
obligation of Euro 2,462 k arising from the acquisition of
Tinos Beach Hotel S.M.S.A. (see Note 5.3.1).
Minimum receipts
Present value
Within 1year
1,417
1,232
Between 2-5 years
5,667
5,172
More than five years
3,985
3,908
11,069
10,312
Less: Finance charges
-757
-
Minimum payments' current value
10,312
10,312
31.12.2021
GROUP
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Guarrantees
1,298
1,288
8
8
Other long term receivables
5,002
5,336
-
-
Net Book Value
6,300
6,624
8
8
GROUP
COMPANY
Balance as of 1.1.2022
(Debit)/Credit to P&L
Acquisitions of subsidiaries
Balance as of 31.12.2022
Defferred Assets/(Liabilities)
Tangible assets
-1,160
1,160
-
-
Other current assets
-13
13
-
-
Accrued pension and
retirement obligations
75
-75
-
-
Long-term borrowings
1,277
-1,277
-
-
Defferred Assets
179
-179
-
-
Tangible assets
-1,597
-
-2,462
-4,059
Intangible assets
-1,263
-
-
-1,263
Defferred Liabilities
-2,860
-
-2,462
-5,322
Defferred Assets/(Liabilities)
-2,681
-179
-2,462
-5,322
GROUP
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 150
It is not feasible to compare the annual tax rates since, as already stated in note 2.18, the income tax depends
on the amount of non-shipping revenues.
7.20.
Inventory
“Inventory” item includes the following categories:
No impairment applied to the aforementioned inventory.
7.21.
Trade and other receivables
«Trade and other receivables» item includes the following categories:
The Group’s credit policy in respect of the trade receivables is as follows:
Domestic Routes
a) Passengers and private vehicles tickets have to be settled within two months from the invoice date (last date
of each month).
b) Freight tickets have to be settled within two to four months from the invoice date (last date of each month).
31.12.2022
31.12.2021
Merchandise
85
53
Raw materials and other consumables
1,918
1,379
Fuels and lubricant
7,388
5,655
Net book value
9,391
7,087
GROUP
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Trade receivables
126,721
114,723
-
-
Intercompany accounts receivable
-
349
-
-
Checks receivable
20,082
11,709
-
-
Less: Impairment Provisions
-37,196
-36,802
-
-
Net trade receivables
109,607
89,979
-
-
Advances from suppliers
2,406
1,477
75
50
Total
112,013
91,456
75
50
GROUP
COMPANY
Impairment Provisions
31.12.2022
31.12.2021
Opening balance
-36,802
-36,363
Additional provisions
-394
-439
Recovered bad debts
-
-
Closing balance
-37,196
-36,802
GROUP
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 151
Adriatic Sea
a) Passengers and private vehicles tickets have to be settled within two months from the invoice date from the
agents based abroad and in Greece.
b) Freight tickets have to be settled within four months from the invoice date from the agents based abroad and
in Greece.
Short-term receivables do not need to be discounted at the end of the period. The Group has a very wide spectrum
of clientele in Greece, as well as abroad, thus the credit risk is very low.
The credit risk control procedures have been reported in note 3.1.2.
7.22.
Other current assets
“Other Current Assets” item includes the following categories:
The item "Prepaid expenses" mainly includes the annual vessels’ dry dock and repair costs of the Group vessels.
7.23.
Financial derivatives
The Group is hedging part of the risk exposure related to changes in fuel price.
The Group's policy with respect to hedging the risk of cash flows from the change in marine fuel price is to cover
up to 80% of the projected fuel needs in use through hedging instruments. In 2022, the Group 's hedging contracts
were within the limits of the aforementioned policy.
There is a direct economic relationship between the hedged item and the hedging instrument as the terms of the
hedging contracts are linked to the projected future marine fuel markets.
Ineffectiveness in hedging may result from (a) differences that may arise in the time difference between the cash
flows of the hedging instrument and the hedged item, and (b) contingent change in the hedging ratio of the hedging
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Other debtors
9,996
7,247
-
-
Other Receivables from related parties
-
380
-
380
Short-term financial receivables from
associates
1,184
1,232
-
-
Receivables from the State
614
529
22
24
Advances and loans to personnel
739
675
8
6
Accrued income
64
543
-
-
Prepaid expenses
17,076
11,753
8
Receivables from insurers
7,265
5,130
-
-
Other receivables
265
151
-
-
Restricted cash
5,202
12,290
3,002
9,500
Checks in
bank
273
871
-
-
Total
42,678
40,801
3,032
9,918
Less: Impairment provisions
-7,167
-7,167
-
-
Net receivables
35,511
33,634
3,032
9,918
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 152
relationship resulting from the amount of the hedged item, which the Group actually hedges, and the amount of
hedging instrument that the Group actually uses to offset this amount of the hedging item and c) potential decrease
in fuel consumption as a result of itineraries reduction . The effect of hedging instruments on the Statement of
Financial Position as at 31.12.2022 and 31.12.2021 is as follows:
In 2022 no case of inefficiency occurred related to hedging contracts.
The effect of the hedging instruments on the Statement of Comprehensive Income as at 31.12.2022 relates to a
change in fair value recognized in other comprehensive income amounting to Euro -6,850 k and reclassification
from other comprehensive income amounting to Euro -3,329 k. The amounts included in the Income Statement
are included in other financial results. There were no cases of hedging future purchases that were not actually
realized.
As at 31.12.2022, the Group maintained open positions in cash flows hedging agreements of a nominal
amount of Euro 31,029 k, which were finalized during the year and their result stood at a profit of Euro 26,450 k.
Moreover, in 2022 the Group proceeded with opening new positions in cash flows hedging agreements, a part of
which was finalized during the year and their result stood at a loss amounting to Euro 42,039 k.
31.12.2022
Νominal
amount
Change in Fair
Value
Presentation on the Statement
of Financial Position
Change in used fair value to
measure the effectiveness
Fuel hedging contracts
42,039
-6,850
Short term liabilities /
Derivatives
-6,850
31.12.2021
Νominal
amount
Change in Fair
Value
Presentation on the Statement
of Financial Position
Change in used fair value to
measure the effectiveness
Fuel hedging contracts
31,029
3,329
Short term liabilities /
Derivatives
3,329
31.12.2022
1 - 6 months
6 - 12 months
>1 year
Total
Open Fuel Compensation Contracts
Metric tonnes (in thousand)
61.9
55.3
-
117.2
Nominal amount (amounts in
Euro thousand)
19,465
22,574
-
42,039
31.12.2021
1 - 6 months
6 - 12 months
>1 year
Total
Open Fuel Compensation Contracts
Metric tonnes (in thousand)
30.1
36.2
-
66.3
Nominal amount (amounts in
Euro thousand)
14,137
16,892
-
31,029
Maturity
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 153
7.24.
Cash and cash equivalents
«Cash and cash equivalents» item includes the following categories
Cash and cash equivalents present a decrease compared to 31.12.2021. Moreover the decrease is due to a)
outflows from operating activities stand at Euro 58,616k, b) outflows from investing activities of Euro 46,372k,
mainly includes investments and improvements to vessels and c) outflows from financing activities of Euro
21,705k, mainly due to the repayment loans, distribution of previous years' profits and return of capital to owners
of the company.
The Parent Company
Cash and cash equivalents recorded a decrease
compared to 31.12.2021. Moreover the
decrease is due to a) outflows from operating activities stand at Euro 3,046k, b) outflows from investing activities
of Euro 3,005k, including share capital increase and return in 100% Group subsidiaries and inflows from dividends,
and c) outflows from financing activities of Euro 33,616k, mainly due to the repayment loans, distribution of
previous years' profits and return of capital to the shareholders of the company.
Regarding the risks related to cash and cash equivalents in foreign currency which are insignificant, see Note
3.1.1.
Regarding the liquidity risk analysis see Note 3.1.3, 3.1.8 and 3.1.9.
7.25.
Share Capital – Reserves
a) Share Capital
The share capital amounts to Euro 64,742 k, divided into 215,805,843 common registered shares of nominal value
Euro 0.30 per share.
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Cash in hand
1,214
1,399
59
75
Cash equivalent balance in bank
86,660
76,019
5,803
25,505
Short term time deposits
-
19,946
-
19,946
Total cash and cash equivalents
87,874
97,364
5,862
45,526
Cash and cash equivalents in Euro
84,611
91,830
5,862
45,526
Cash and cash equivalents in foreign currency
3,263
5,534
-
-
Total cash and cash equivalents
87,874
97,364
5,862
45,526
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 154
The company, following the decision of the Regular General Meeting (RGM) of 8.9.2022, approved the increase
of the Company's share capital by the amount of €10,790,292.15 by capitalizing part of the special reserve from
the issue of premium shares with an increase in the nominal value of the share from €0.30 to €0.35 and a
simultaneous reduction of the share capital by the amount of €10,790,292.15, with a corresponding reduction in
the nominal value of each share from €0.35 to €0.30 and a return of the amount of the reduction, amounting to
€0.05 per share, to the Shareholders.
b) Fair Value Reserves
c) Other Reserves
GROUP - COMPANY
Number of
Shares
Nominal
value
Value of
common
shares
Share
premium
Balance as of 1.1.2021
215,805,843
0.30
64,742
316,743
Share issue
- Common
-
-
-
-
Other changes
-
-
-
-
Balance as of 31.12.2021
215,805,843
0.30
64,742
316,743
Capitalisation of share premium
-
0.05
10,791
-10,791
Share capital decrease with
cash payment to shareholders
-
-0.05
-10,791
-
Balance as of 31.12.2022
215,805,843
0.30
64,742
305,952
.
GROUP
Cash flow hedge
Total
Balance as of 1.1.2021
-1,452
-1,452
Cash flow hedge
4,781
4,781
Balance as of 31.12.2021
3,329
3,329
Cash flow hedge
-10,179
-10,179
Balance as of 31.12.2022
-6,850
-6,850
COMPANY
Fair value reserves
Fair value reserves
Total
Balance as of 1.1.2021
122,487
122,487
Gains/ (losses) from valuation transferred to
equity
31,621
31,621
Balance as of 31.12.2021
154,108
154,108
Gains/ (losses) from valuation transferred to
equity
-35,002
-35,002
Balance as of 31.12.2022
119,106
119,106
Fair value reserves
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 155
7.26.
End of service employee benefit obligations
Accrued pension and retirement obligations refer to personnel compensation due to retirement.
The Group has the legal obligation to pay its employees a compensation at their date of departure due to
retirement.
The above-mentioned obligation is a defined benefit plan according to IAS 19.
For the fiscal year 2022 the yield of iBoxx AA Corporate Overall 10 + EUR indices was used as a discount rate,
which is considered consistent with the principles of IAS 19 since it is based on bonds corresponding to the
currency and estimated term in relation to employee benefits and appropriate for long-term provisions.
The assumptions used for the employee benefit provisions are the following:
The analysis of the obligation is as follows:
GROUP
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2021
19,583
8,128
91,469
119,179
Transfers between reserves and retained earnings
193
-
-
193
Balance as of 31.12.2021
19,776
8,128
91,469
119,372
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2022
19,776
8,128
91,469
119,372
Transfers between reserves and retained earnings
598
-
-
598
Share capital decrease with cash payment to shareholders
-
-
-23
-23
Balance as of 31.12.2022
20,374
8,128
91,446
119,947
COMPANY
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2021
13,802
5,388
7,267
26,457
Dividends from reserves
74
-
-
74
Balance as of 31.12.2021
13,876
5,388
7,267
26,531
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2022
13,876
5,388
7,267
26,531
Transfers between reserves and retained earnings
144
-
-
144
Balance as of 31.12.2022
14,020
5,388
7,267
26,675
2022
2021
Discount rate
2.80%
0.75%
Inflation
2.80%
1.80%
Expected rate of salary increases
2.50%
1.80%
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 156
GROUP
Accrued pension and retirement obligations
31.12.2021
Long-term pension obligations
1,372
1,216
Total
1,372
1,216
Changes in the present value of the defined benefit obligation are as follows:
Defined benefit plans
(Non financed)
Defined benefit plans
(Non financed)
Defined benefit obligation 1 January
1,216
1,084
Current Service cost
152
136
Interest expense
9
10
Remeasurement - actuarial losses (gains) from
changes in financial assumptions
8
28
Benefits paid
-54
-313
Past service cost
41
271
Defined benefit obligation 31 December
1,372
1,216
The amounts recognized in the income statement are as follows:
Defined benefit plans
Defined benefit plans
Current service costs
152
136
Past service cost
41
271
Net Interest on the defined obligation
9
10
Total expenses recognized in profit or loss
202
417
The amounts recognized in other comprehensive income in the Statement of Other Comprehensive Income are :
Defined benefit plans
(Non financed)
Defined benefit plans
(Non financed)
Actuarial gains / (losses) from changes in financial
assumptions
-8
-17
Actuarial gains / (losses) from changes due to
experience
-
-11
Total income / (expenses) recognized in other
comprehensive income
-8
-28
The effect of changes in the significant actuarial assumptions is as follows :
0.5%
-0.5%
Increase / (decrease) in the defined liability
23
-49
0.5%
-0.5%
Increase / (decrease) in the defined liability
-39
14
31.12.2021
31.12.2022
Discount rate
Expected rate of salary increases
31.12.2022
31.12.2021
31.12.2022
31.12.2021
31.12.2022
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 157
7.27.
Long-term and Short-term Loan Liabilities
As at 31.12.2022 and 31.12.2021, the analysis of loan liabilities at present values is as follows:
COMPANY
Accrued pension and retirement obligations
31.12.2022
31.12.2021
Long-term pension obligations
52
48
Short-term pension obligations
-
-
Total
52
48
Changes in the present value of the defined benefit obligation are as follows:
31.12.2022
31.12.2021
Defined benefit plans (Non
financed)
Defined benefit plans
(Non financed)
Defined benefit obligation 1 January
48
44
Current service costs
1
2
Interest expense
-
-
Remeasurement - actuarial losses (gains) from
changes in financial assumptions
3
2
Defined benefit obligation 31 December
52
48
The amounts recognized in the income statement are as follows
31.12.2022
31.12.2021
Defined benefit plans
Defined benefit plans
Current service costs
1
2
Net Interest on the defined obligation
-
-
Total expenses recognized in profit or loss
1
2
The amounts recognized in other comprehensive income in the Statement of Other Comprehensive Income are :
31.12.2022
31.12.2021
Defined benefit plans (Non
financed)
Defined benefit plans
(Non financed)
Actuarial gains / (losses) from changes in financial
assumptions
-
-
Actuarial gains / (losses) from changes in historical
assumptions
3
2
Total income / (expenses) recognized in other
comprehensive income
3
-
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 158
Long-term borrowings
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Obligations under finance lease
15,459
5,733
122
159
Secured Loans
14,713
39,722
13,108
19,000
Bonds
452,531
418,285
226,480
230,755
Other Loans
-
2,575
-
-
Less: Long-term loans payable in next
financial year
-28,566
-119,956
-8,147
-8,037
Total of long-term loans
454,137
346,359
231,563
241,877
Short-term dept
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Obligations under finance lease ( Long-
term loans payable in next financial
year)
3,528
1,731
39
37
Other Loans (factoring)
9,993
3,778
-
-
Bank Loans
5,000
11,500
-
-
More: Long-term loans payable in next
financial year
25,038
118,225
8,108
8,000
Total of short-term loans
43,559
135,234
8,147
8,037
GROUP
COMPANY
The Group has entered into bilateral credit facilities with three Greek credit institutions for a total amount of
€210mln and tenors from five to seven years, successfully concluding the long-term refinancing of all Group's
credit facilities maturing in 2022- 2023. The above agreements result in the reduction of the average interest
rate margin of the Group.
Amounts in Euro
Borrowings as of 31.12.2022
Within
1year
Between 1
to 5 years
More than
five years
Total
Obligations under finance lease
3,528
11,931
-
15,459
Secured Loans
7,213
12,500
-
19,713
Bonds
22,825
345,199
84,507
452,531
Other Loans
9,993
-
-
9,993
Borrowings
43,559
369,630
84,507
497,696
Borrowings as of 31.12.2021
Within
1year
Between 1
to 5 years
More than
five years
Total
Obligations under finance lease
1,731
3,789
213
5,733
Secured Loans
20,888
30,334
-
51,222
Bonds
108,460
309,825
-
418,285
Other Loans
4,155
2,198
-
6,353
Borrowings
135,234
346,146
213
481,593
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 159
In addition to the above refinancing the Group proceeded with the issuance of loans amounting Euro 22,700 k,
repayments of
long-term loans and installments for long-term loans an amount of Euro 31,815 k.
Moreover, the Group Companies entered into a factoring agreement. Within the year, the Group received an
amount of Euro 16,910 k and repaid an amount of Euro 10,694 k.
The parent, proceeded with long term loan repayment Euro 12mln.
The Common Bond loan issued by the parent company will be repaid in 2024
.
The average interest rate of the Group in 2022 amounted to 3.96% and 3.32% in the previous year.
Changes in the Group's liabilities arising from financing activities are classified as follows:
Finance leases liabilities, presented in the accompanying financial statements, are analyzed as follows:
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Short-term finance leases
3,528
1,731
39
37
Long-term finance leases
11,931
4,002
83
122
Total finance leases
15,459
5,733
122
159
Group
Company
On 7.2.2022, Attica Groups’ subsidiary Blue Star Ferries S.M.S.A., bareboat chartered on a long-term basis the
RoPax vessel Asterion II. The above charter has a duration of 5 years, with the option to buy the vessel at the
end of the period, and was recognized based on IFRS 16.
The minimum finance lease payments, based on finance leases as well as the present value of the net minimum
lease payments as at 31 December 2022 and 31 December 2021 are as follows:
Long-term
borrowings
Short-term
borrowings
Factoring
Lease
liabilities
Total
1.1.2022
342,357
129,725
3,778
5,733
481,593
Cash Flows:
Repayments
-113,551
-117,569
-10,695
-7,919
-249,734
Proceeds
230,700
2,000
16,910
-
249,610
Non-Cash Changes:
Additions
Additions from new subsidiaries / Disposals
from sale of subsidiaries
-
-
-
17,046
17,046
Fair value changes
-1,087
-331
-
-
-1,418
Reclassifications
-16,213
16,213
-
-
-
Other changes
-
-
-
599
599
31.12.2022
442,206
30,038
9,993
15,459
497,696
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 160
7.28. Long-term Provisions
The Group has made provisions amounting to Euro 1,918 k, which concern legal and other cases.
Long-Term Provisions mainly include provisions for contingent liabilities arising from litigation of sailors employed
on the Group's vessels.
7.29.
Other long-term liabilities
"Other long-term liabilities" includes tax and insurance liabilities of the Group which arose during the pandemic
period
and
have
been
adjusted
according
to
the
current
framework
and will be repaid by the year 2024.
Minimum payments
Present value
Minimum payments
Present value
Within 1year
4,035
3,528
46
39
Between 2-5 years
12,787
11,931
88
83
More than five years
-
-
-
-
16,822
15,459
134
122
Less: Finance charges
-1,363
-
-12
-
Minimum payments' current value
15,459
15,459
122
122
31.12.2022
GROUP
COMPANY
31.12.2022
Minimum payments
Present value
Minimum payments
Present value
Within 1year
1,968
1,731
46
37
Between 2-5 years
4,103
3,789
134
122
More than five years
220
213
-
-
6,291
5,733
180
159
Less: Finance charges
-558
-
-21
-
Minimum payments' current value
5,733
5,733
159
159
31.12.2021
GROUP
COMPANY
31.12.2021
Crew claims
Other
provisions
Total
Opening Balance as of 1.1.2021
1,141
477
1,618
Additional provisions
300
-
300
Closing Balance as of 31.12.2021
1,441
477
1,918
Crew claims
Other
provisions
Total
Opening Balance as of 1.1.2022
1,441
477
1,918
Additional provisions
-
-
-
Closing Balance as of 31.12.2022
1,441
477
1,918
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 161
7.30.
Trade and other payables
“Trade and other payables” item includes the following categories.
7.31.
Income tax payable
7.32.
Other short-term liabilities
“Other short-term liabilities” item includes the following categories.
The item "Deffered Income" includes tickets issued but not traveled until 31.12.2022.
The item "Accrued expenses" mainly includes provisions for the vessels’ operating expenses.
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Suppliers
52,694
32,448
373
380
Checks Payable
4
18
-
-
Customers' Advances
4,137
3,418
-
-
Intercompany accounts payable
-
-
-
-
Other liabilities
2,370
2,056
1
-
Total
59,205
37,940
374
380
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Income Tax
86
197
-
-
Provision for unaudited tax years
148
148
20
20
Total
234
345
20
20
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Intercompany accounts payable
-
-
-
700
Deferred income-Grants
12,544
9,010
-
-
Social security insurance
3,191
3,994
8
17
Other Tax liabilities
23,814
23,083
62
75
Dividends
916
11,706
-
10,790
Salaries and wages payable
2,542
2,391
-
-
Accrued expenses
2,570
2,187
28
24
Others Liabilities
252
590
84
146
Total
45,829
52,961
182
11,752
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 162
8.
Contingent assets and liabilities
a) Encumbrances
As mentioned in Note 7.12, mortgages amounting to Euro 616,183 k have been registered on the Group's vessels
to secure loans.
b) Litigation or under arbitration disputes of the Group and the Company
No litigation or under arbitration other liabilities are pending against the Group, which could have a significant
impact on its financial position apart from the following:
A lawsuit was filed in 2021 against a Group’s subsidiary, regarding an amount of
Euro 381 k as compensation
for alleged promotion of intellectual property rights due to alleged illegal presentation of protected audiovisual
works to the public in 2017. An initial mediation session was held with, in consultation with the plaintiff, in
accordance with the relevant provisions of Law 4640/2019, in order to suspend the deadlines for submitting
motions and adjudication of the lawsuit and out-of-court settlement. Negotiations are in progress.
Based on the estimates of its legal consultants, the Group’s Management
considers that a potential outflow of
financial resources cannot be reliably estimated at the financial statements preparation date.
c) Non-inspected Tax Years
(see par. 7.10 "Income Tax" and par. 7.15 "Investments in subsidiaries").
d) Guarantees given
The letters of guarantee given as collateral for the obligations of the Group and the Company effective on
31.12.2022 and on 31.12.2021 are as follows:
The parent company has guaranteed the repayment of vessel loans amounting to Euro 236,580 k.
31.12.2022
31.12.2021
Guarantees
Performance letters of guarantee
1,671
1,907
Guarantees for the repayment of trade liabilities
3,851
3,622
Guarantees for the participation in various tenders
3,813
228
Other guarantees
16
787
Total guarantees
9,351
6,544
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 163
9
.
Significant Events
On 2.6.2022, 17.6.2022 and 13.7.2022, Attica Group announced the delivery of Aero Highspeed 1, 2 & 3,
respectively, built at Brødrene Aa shipyard of Norway. The Aero Highspeed vessels commenced operations on
8.8.2022 on the Saronic routes, connecting the port of Piraeus with Aegina, Agistri, Poros, Hydra, Spetses,
Ermioni and Porto Heli with 17 daily sailings, in replacement of existing Group capacity in the market. The vessels
at full load have a maximum speed of 32.2 knots, total length 36 meters, width 9.7 meters and carrying capacity
of 150 passengers. The innovative interior layout guarantees a high level of comfort and an upgraded service to
the passengers.
The total investment cost amounted to Euros 21mln and was financed with equity and bank loans.
On 12.7.2022, the Company announced that in the context of expanding its presence in the Greek tourism
industry, it continues its targeted investments in the hotel industry through the acquisition of Tinos Beach Hotel.
In particular, Attica Blue Hospitality S.M.S.A (“Attica Blue Hospitality”), a 100% subsidiary of Attica Group,
acquired the owning company of Tinos Beach Hotel, located in the Cycladic island of Tinos, in the area of Kionia,
for a total consideration of Euro 5.8 mln, given to shareholders, plus any costs incurred for the acquisition. The
acquisition was funded through bank financing and own funds.
On 6.9.2022, the Company announced the resignation of Mr. Michalis Sakelis from the position of Non-Executive
Member of the Company's Board of Directors, as well as from the position of the Member of the Audit Committee.
In replacement of the position, the Board of Directors, at its meeting held on 5.9.2022, decided on appointing Mr.
Ilias Trigas as a Non-Executive Member. The Board of Directors was reconstituted into a body on 5.9.2022, and
the new composition of the Board of Directors as well as the position of every member are as follows: Kyriakos
D. Mageiras - Chairman, Executive Member, - Georgios E. Efstratiadis, Vice Chairman, Non-Executive Member,
-Spyridon Ch. Paschalis, CEO and Deputy Chairman, Executive Member, Ilias Trigas, Non-Executive Member, -
Loukas K. Papazoglou, Independent Non-Executive Member, -Efstratios G. - I. Chatzigiannis, Independent Non-
Executive Member, Maria G. Sarri - Independent Non-Executive Member.
Following the resignation of Mr. Michalis Sakellis as a member of the Board of Directors and member of the Audit
Committee, was appointed by the Board of Directors, in replacement of the position, the Board of Directors
appointed Mr. Georgios Efstratiadis as a new member of the Audit Committee. The Committee was reconstituted
into a body on 5.9.2022, and the new composition of the Audit Committee as well as the position of every member
are as follows: - Efstratios G - I. Chatzigiannis, Chairman, - Loukas K. Papazoglou, Member, - Georgios E.
Efstratiadis, Member. Mr. Ilias Trigas was elected as a new member of the Remuneration & Nomination
Committee in replacement of Mr. Georgios Efstratiadis. The Committee was reconstituted into a body on 5.9.2022,
and the new composition of the Remuneration & Nomination Committee as well as the position of every member
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 164
are as follows:- Loukas K. Papazoglou, Chairman, - Efstratios G- I. Chatzigiannis, Member, - Ilias K. Trigas ,
Member.
On 19.7.2022, the Company announced transfer of 25,559,429 voting rights, which correspond to 11.8437% of
its total voting rights, from "PIRAEUS BANK S.A.", controlled by ATHEX listed company "PIRAEUS FINANCIAL
HOLDINGS S.A." to the company "STRIX Holdings L.P.".
The Regular General Meeting (RGM) of 8.9.2022, among other matters, approved the revised Remuneration
Policy of the Company (in accordance with articles 110 and 111 of Law 4548/2018), as well as the increase of
the Company's share capital by the amount of €10,790,292.15 by capitalizing part of the special reserve from the
issue of premium shares with an increase in the nominal value of the share from €0.30 to €0.35 and a
simultaneous reduction of the share capital by the amount of €10,790,292.15, with a corresponding reduction in
the nominal value of each share from €0.35 to €0.30 and a return of the amount of the reduction, amounting to
€0.05 per share, to the Shareholders.
The Regular General Meeting (RGM) authorized the Board of Directors to decide on the more specific conditions
for the implementation of the decision taken and within the limits of this decision as well as to decide on the
method and date of determining the beneficiaries and on any other matter required to execute the decision. In
addition, off the agenda, the General Meeting announced the election of Mr. Ilias Trigas as a non-executive
member of the Board of Directors, thus filling in a vacant position.
On 21.9.2022, ATTICA HOLDINGS S.A. announced that an agreement has been reached between the Company
and the largest creditors of ANEK S.A. (hereinafter "ANEK") (i.e. "PIRAEUS BANK S.A.", "ALPHA BANK S.A.",
"ASTIR NPL FINANCE 2020-1 DESIGNATED ACTIVITY COMPANY", "CROSS OCEAN AGG COMPANY I"), as
well as with ANEK shareholders representing 57.70% of the total share capital of ANEK ("PIRAEUS BANK S.A.",
"ALPHA BANK S.A.", "ATTICA BANK", "CROSS OCEAN AGG COMPANY I" and "VARMIN S.A.").
The agreement provides for the following:
a) the merger by absorption of ANEK by the Company at an exchange ratio of one (1) common or preference
share of ANEK to 0.1217 new common registered shares of ATTICA and
b) the payment by the post merger entity of the amount of EUR 80,000,000 in full and complete repayment of
ANEK's loan obligations to the above creditors (outstanding capital in an amount of € 236,419,251.23 plus total
outstanding interest accrued on the date of completion of the intended transaction).
The agreement was executed on 23.9.2022.
Further to the announcement made on 23.9.2022 regarding the formal execution of the agreement between the
Company on the one part and the largest shareholders and creditors of "ANEK S.A.” (hereinafter "ANEK") on the
other, concerning the merger through absorption of ANEK by the Company, announces that the Board of Directors
of ATTICA decided on 26.9.2022, the commencement of the process of merger through absorption of ANEK by
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 165
ATTICA, in accordance with the provisions of Law 4601/2019, Law 4548/2018 and other applicable legislation.
The 31st of December 2021 was set as transformation date.
The Company was informed that a corresponding decision was taken by the Board of Directors of ANEK.
The merger is subject to the usual on such cases conditions and approvals of the competent corporate bodies,
as well as of the Competition Commission. UBS Europe SE served as financial advisor to Attica on the above
mentioned agreement.
On 05.10.22, the Group announces that has entered into bilateral credit facilities with three Greek credit
institutions for a total amount of Euro 210mln and tenors from five to seven years, successfully concluding the
long-term refinancing of all Group's credit facilities maturing in 2022- 2023.
On 01.11.2022, the Company, in line with the provisions of the Common Bond Loan issued on 26.07.2019,
announces that ICAP S.A., pursuant to its regular reassessment of the Company, upgraded its credit rating by
one (1) notch by assigning it a
ΑΑ
credit rating (low credit risk zone).
On 04.11.22, the Company, following the decision of the Regular General Meeting of Shareholders as of 8
September 2022 to increase the share capital of the Company by the amount of Euro 10,790,292.15 by
capitalizing part of the special reserves from the issue of share premium with an increase in the nominal value of
the share from Euro 0.30 to Euro 0.35 and a simultaneous reduction of the share capital by the amount of Euro
10,790,292.15, with a corresponding decrease in the nominal value of the share from Euro 0.35 to Euro 0.30 and
return of the amount of the reduction of Euro 0.05 per share to the Shareholders, announced the special conditions
of the return of the total amount of Euro 10,790,292.15 to the beneficiaries, with a start date for the payment of
the return of capital on Monday, November 21, 2022.
10.
Events after the Statement of Financial Position date
On 22.2.2023, the "BANK OF PIRAEUS S.A." under the distinctive title "BANK OF PIRAEUS" announced the
submission of a mandatory public offer, in accordance with Law 3461/2006, as currently effective, to all holders of
common nominal, intangible, voting shares of the Greek company under the title "ATTICA HOLDINGS S.A." and
distinctive title "ATTICA GROUP", for the acquisition of all their shares.
On 21.03.2023, the Company announced that the Prospectus was approved and publicized and the term defined for
the acceptance of the mandatory public offer of the company "PIRAEUS BANK S.A." towards the shareholders of the
company "ATTICA HOLDINGS S.A. " for
acquisition of all their common nominal
shares against a consideration of
Euro 1.855 per share.
The Prospectus makes reference to the fact, inter alia, that given the relative announcement made by MIG on
13.12.2022, MIG accepted the proposal of “STRIX Holdings L.P.”, bondholder – owner of the entirety of the bonds a)
of the common bond loan issued by MIG on 14.05.2021,
and b) the convertible bond loan issued by MIG on
31.07.2017 for the exchange of the entirety of the bonds owned by STRIX and issued by MIG, for MIG’s total direct
and indirect shareholding in the Company, i.e. 22,241,173 shares representing 10.31% in the Company’s share
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2022
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 166
capital, directly owned by MIG, and the entirety of the shares of the Company’s wholly owned subsidiary “MIG
SHIPPING S.A.”, which owns 149,072,510 shares representing 69.07% in the Company’s share capital. The Re-
iterative Extraordinary General Meeting of MIG Shareholders held on 03.03.2023 approved the disposal of MIG's total
(direct and indirect) investment in ATTICA to “STRIX Holdings L.P.” in exchange for transferring to MIG all its issued
bond loans. Following the successful completion of the transaction, STRIX Holdings L.P. will be legally liable to submit
a mandatory public proposal for the acquisition of all the Company's shares.
On 29.3.2023 the Company announced the agreement for the acquisition of the Ro-Ro vessel Clementine from CldN
Ferries NV for a cash consideration of Euro 13.4 million in total. The delivery of the vessel is scheduled to take place
in the summer 2023.
11
.
Dividends
The Board of Directors will propose to the Annual General Meeting of Shareholders no dividend distribution.
Kallithea, 29 March 2023
THE CHAIRMAN
THE CHIEF EXECUTIVE
ACCOUNTING & CONTROL
OF THE BoD
OFFICER
DIRECTOR
KYRIAKOS D. MAGEIRAS
SPYRIDON CH. PASCHALIS
KON/NOS V. LACHANOPOULOS
I.D. No. AK 109642
I.D. No.
AB 215327
I.D.No.
ΑΒ 663685
LICENCE No 76784 CLASS
A