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ATTICA HOLDINGS S.A.
ANNUAL FINANCIAL REPORT
For Fiscal Year 2023 (1.1-31.12.2023)
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
2023
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 1.1.2023 – 31.12.2023
...........................
12
Annual Consolidated and Company Financial Statements for the Fiscal Year 2023
......................................
98
Statement of comprehensive income for the period ended December 31 2023 & 2022
.................................
99
Statement of financial position as at 31st of December 2023 and at December 31, 2022
............................
100
Statement of changes in equity of the Group (period 1.1 to 31.12.2023)
......................................................
101
Statement of changes in equity of the Group (period 1.1 to 31.12.2022)
......................................................
101
Statement of changes in equity of the Company (period 1.1 to 31.12.2023)
.................................................
102
Statement of changes in equity of the Company (period 1.1 to 31.12.2022)
.................................................
102
Cash Flow Statement (period 1.1 to 31.12 2023 and 2022)
..........................................................................
103
Notes to Financial Statements
.......................................................................................................................
104
1.
General Information
........................................................................................................................
104
2.
Significant accounting policies applied by the Group
.....................................................................
104
2.1
Accounting policies
.........................................................................................................................
104
2.2.
Basis for preparation of financial statements
..................................................................................
105
2.3.
Significant accounting policies and main sources of uncertainty of accounting estimates
............
105
2.4.
Implementation of New Standards
..................................................................................................
106
2.4.1.
New Standards, Interpretations, Revisions and Amendments to existing Standards that are effective
and have been adopted by the European Union
............................................................................
106
3.
Accounting Policies
.........................................................................................................................
110
3.1.
Significant Information on Accounting Policies
...............................................................................
110
3.1.
Consolidation
..................................................................................................................................
110
3.1.1.
Consolidated financial statements
..................................................................................................
110
3.1.2.
Subsidiaries
.....................................................................................................................................
110
3.1.3.
Accounting Policy in accordance with the presentation of ANEK S.A. - SUPERFAST in the financial
statements of the Group
.................................................................................................................
111
3.1.4.
Investments
.....................................................................................................................................
111
3.1.5.
Associates
.......................................................................................................................................
111
3.1.6.
Joint arrangements
.........................................................................................................................
112
3.1.7.
Tangible assets
...............................................................................................................................
113
3.1.8.
Intangible Assets
.............................................................................................................................
114
3.1.8.1.
Goodwill
..........................................................................................................................................
114
3.1.8.2.
Trademarks
.....................................................................................................................................
114
3.1.8.3.
Software
..........................................................................................................................................
115
3.1.9.
Impairment of assets/ Reversal of tangible assets impairment
......................................................
115
3.1.10.
Inventories
.......................................................................................................................................
115
3.1.11.
Trade receivables
...........................................................................................................................
116
3.1.12.
Revenue
..........................................................................................................................................
116
3.1.12.1.
Revenue from passengers and vehicle fares
.................................................................................
116
3.1.12.2.
Revenue from on board sales of goods and services
....................................................................
116
3.1.12.3.
Interest income
...............................................................................................................................
116
3.1.12.4.
Income from dividends
....................................................................................................................
117
3.1.12.5.
Income from chartering
...................................................................................................................
117
3.1.12.6.
Revenue from sales of hotel services
.............................................................................................
117
3.1.13.
Financial liabilities
...........................................................................................................................
117
3.1.14.
Financial assets
..............................................................................................................................
118
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 2
3.1.15.
Earnings per share
..........................................................................................................................
120
3.1.16.
Operating segments
........................................................................................................................
120
3.1.17.
Expenses
........................................................................................................................................
121
3.1.17.1.
Recognition of expenses
.................................................................................................................
121
3.1.17.2.
Financial expenses
.........................................................................................................................
121
3.1.17.3.
Borrowing costs
..............................................................................................................................
121
3.1.18.
Employee benefits
..........................................................................................................................
121
3.1.18.1.
Short-term benefits
.........................................................................................................................
121
3.1.18.2.
Post-employment benefits
..............................................................................................................
121
3.1.19.
Leases
.............................................................................................................................................
122
3.1.19.1.
Finance Leases
...............................................................................................................................
122
3.1.19.2.
Operating Lease
.............................................................................................................................
124
3.1.20.
Contingent liabilities and contingent assets
....................................................................................
124
3.1.21.
Allocation of revenue and expenses
...............................................................................................
125
3.1.22.
Allocation of joint revenue and expenses
.......................................................................................
125
3.1.23.
Allocation of expenses
....................................................................................................................
125
3.1.24.
Current and deferred income taxes
................................................................................................
125
3.1.25.
Profit from shipping activities
..........................................................................................................
125
3.1.26.
Profit from non-shipping activities
...................................................................................................
125
3.2.
Other Accounting Policies
...............................................................................................................
126
3.2.1.
Effect of changes in foreign exchange rates
...................................................................................
126
3.2.2.
Cash and cash equivalents
.............................................................................................................
126
3.2.3.
Share Capital
..................................................................................................................................
126
3.2.4.
Distribution of dividends / optional reserves
...................................................................................
127
3.2.5.
Government Grants – Government Assistance
..............................................................................
127
3.2.6.
Assets related grants
......................................................................................................................
127
3.2.6.1.
Income related grants
.....................................................................................................................
127
4.
Financial risk management
.............................................................................................................
127
4.1.
Financial risk factors
.......................................................................................................................
127
4.1.1.
Foreign currency risk
......................................................................................................................
127
4.1.2.
Credit risk
........................................................................................................................................
128
4.1.3.
Liquidity risk
....................................................................................................................................
129
4.1.4.
Interest rate risk
..............................................................................................................................
130
4.1.5.
Capital Risk Management
...............................................................................................................
130
4.1.6.
Fuel prices fluctuation risk
..............................................................................................................
131
4.1.7.
Competition
.....................................................................................................................................
131
4.1.8.
Risks from climate change
..............................................................................................................
132
5.
Fair value of financial instruments
..................................................................................................
132
5.1.
Financial derivatives
.......................................................................................................................
132
5.2.
Investments carried at fair value
.....................................................................................................
132
5.3.
Other financial assets and liabilities carried at fair value
................................................................
134
6.
Consolidation - Joint venture revenue agreement
..........................................................................
134
6.1.1.
Consolidation of ATTICA S.A. HOLDING subsidiaries
...................................................................
134
6.1.2
Consolidation of associates / Joint ventures
...................................................................................
135
6.2.
Agreement between ATTICA HOLDINGS S.A. and ANEK
............................................................
135
6.3.
Business combinations
...................................................................................................................
136
6.3.1.
Merger through absorption of ANEK LINES S.A. by ATTICA HOLDINGS S.A
..............................
136
7.
Related Party disclosures
...............................................................................................................
139
7.1.
Intercompany transactions
..............................................................................................................
139
7.1.1.
Intercompany transactions between Attica Holdings S.A. and other related companies
...............
141
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 3
7.2.
Participation of the members of the Board of Directors of ATTICA HOLDING S.A. in the Board of
Directors of other companies
..........................................................................................................
141
7.3.
Guarantees
.....................................................................................................................................
142
7.4.
Board of Directors and Executive Directors’ Fees
..........................................................................
142
8.
Notes to the Financial Statements for the period 1.1.2023- 31.12.2023
........................................
142
8.1.
Operating Segments – Geographical Segment Report
..................................................................
142
8.2.
Cost of Sales – Administrative Expenses – Distribution Expenses
................................................
145
8.3.
Other operating income
..................................................................................................................
146
8.4.
Other financial results
.....................................................................................................................
147
8.5.
Financial expenses
.........................................................................................................................
147
8.6.
Financial income
.............................................................................................................................
148
8.7.
Income from dividends
....................................................................................................................
148
8.8.
Profit from merger of company
.......................................................................................................
148
8.9.
Share in net profit / (loss) of companies acounted for under the equity method
............................
148
8.10.
Income Tax
.....................................................................................................................................
148
8.11.
Earnings per share
..........................................................................................................................
149
8.12.
Tangible assets
...............................................................................................................................
150
8.13.
Goodwill
..........................................................................................................................................
153
8.14.
Intangible Assets
.............................................................................................................................
154
8.15.
Investments in subsidiaries
.............................................................................................................
156
8.16.
Investments in Associates and Joint Ventures
...............................................................................
157
8.17.
Long-term Financial Receivables
....................................................................................................
158
8.18.
Other Non-current Assets
...............................................................................................................
158
8.19.
Deferred Tax Assets – Liabilities
....................................................................................................
159
8.20.
Inventory
.........................................................................................................................................
159
8.21.
Trade and other receivables
...........................................................................................................
160
8.22.
Other current assets
.......................................................................................................................
161
8.23.
Financial assets measured at fair value through P&L
....................................................................
161
8.24.
Financial derivatives
.......................................................................................................................
161
8.25.
Cash and cash equivalents
.............................................................................................................
163
8.26.
Share Capital – Reserves
...............................................................................................................
163
8.27.
End of service employee benefit obligations
..................................................................................
165
8.28.
Long-term and Short-term Loan Liabilities
......................................................................................
167
8.29.
Long-term Provisions
......................................................................................................................
170
8.30.
Trade and other payables
...............................................................................................................
171
8.31.
Income tax payable
.........................................................................................................................
171
8.32.
Other short-term liabilities
...............................................................................................................
171
9.
Contingent assets and liabilities
......................................................................................................
171
10.
Significant Events
...........................................................................................................................
172
11.
Events after the Statement of Financial Position date
....................................................................
178
12.
Dividends
........................................................................................................................................
178
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
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.
Panagiotis Dikaios, Chief Executive Officer and
3.
Papazoglou Loukas, 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 1.1.2023 – 31.12.2023, 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 3.4.2024
and are available in the internet on the web address www.attica-group.com.
Athens, 3 April 2024
Confirmed by
Chairman of the B.O.D.
Chief Executive Officer
Kyriakos D. Mageiras
Panagiotis G. Dikaios
I.D. No:
ΑΚ 109642
I.D. No: ΑK031467
Vice President
Authorized Director
Loukas K. Papazoglou
I.D. No: ΑK113198
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
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, 2023, 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
selected 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, 2023, 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 € 847,7mil. 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
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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 6
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
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
3.1.7, 3.1.9 and 8.12 of the financial
statements.
of business plans in order to define
value-in-use.
•
We
assessed
the
mathematical
accuracy of discounted cash flow
models and the 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 t
he value of
vessels
in
accordance
with
the
requirements of IAS 16 "Property,
Plant and Equipment".
•
We
performed
recalculation
of
depreciation
for
the
year
ended
31.12.2023 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, 2023 the parent
company
Attica
Holdings
S.A.
(the
Company)
holds
investments
in
subsidiaries of € 869,7mil.
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
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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 7
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 2023, gain from investements in subsidiaries
measurement at fair value amounted to €
99,9mil.
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.
Management’s
disclosures
for
the
accounting
policy,
assumption
and
estimates used for the analysis of the above
are included in explanatory notes 3.1.2.,
3.1.5. and 8.15. of the financial statements.
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.
Goodwill and Intangible assets from acquisitions
As of December 31, 2023, the Group
recognized goodwill of € 10,8 mil, intangible
assets
relating
to
HSW
trademark
amounting to € 5,7 mil.
Furthermore, on 4/12/2023, following the
decision of the Ministry of Development No.
3166897AP/04.12.2023, the merger with the
Company of ANEK SA was completed, in
accordance with the resolutions of the General
Assemblies of the Attica Holdings SA and
ANEK
SA of 22.11.2023. The acquisition
resulted in the recognition of ANEK trademark
amounted to EUR 3.2 million and negative
goodwill amounted to EUR 22.8 million, which
was
recognised
in
the
Statement
of
Comprehensive Income for the year.
In the above acquisitions on the basis of the
requirements
of
IFRS
3
"Business
Combinations", the acquirer measures in its
financial statements the identifiable assets
acquired and liabilities assumed at their fair
value at the date of acquisition. These
measurements require the use of complex
valuation techniques, assumptions and
estimates.
Our audit approach included, among others,
the following procedures:
•
We
have
reviewed
the
legal
documents of the ANEK merger and
assessed the accounting treatment
for the acquisition as a business
combination in accordance with the
requirements of IFRS 3 and the
integration of the acquired company
in the financial statements of the
parent company in accordance with
IFRS 10.
•
We evaluated the methodology and
key assumptions used to determine
the fair value of the assets and
liabilities
of
ANEK
acquired
(Purchase
Price
Allocation)
and
verified the calculation of the resulting
negative goodwill.
•
We reviewed management's process
for
identifying
any
impairment
indications
in
goodwill
and
trademarks.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 8
Goodwill
and
intangible
assets
with
indefinite
useful
lives
are
tested
for
impairment at least annually. Impairment
testing
requires
the
determination
of
recoverable amounts based on the value in
use of the assets. The value in use
calculation is derived from the discounted
cash flow method, based on business plans
that incorporate key assumptions and
estimates made by management. Where
the net assets recognised exceed the value
of the con
sideration, a negative goodwill
arises.
Taking into consideration the significant
value of goodwill, trademarks and negative
goodwill from the ANEK acquisition 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 3.1.1,
3.1.8, 3.1.9, 6, 8.13 and 8.14 of the financial
statements
•
We reviewed management's process
regarding the preparation of reliable
business plans.
•
We
examined
the
mathematical
accuracy of the discounted cash flow
models.
•
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.
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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 9
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.
•
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 10
Report on Other Legal and Regulatory Requirements
1.Boa
rd 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 31.12.2023.
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 2023 have been disclosed in Note 8.2 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 16 consecutive years.
5. Bylaws (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,
2023,
in
XHTML
format
"213800HBUHCXKIPIYO13-2023-12-31- en", as well as the provided XBRL file "213800HBUHCXKIPIYO13-
2023-12-31-en.zip" with the appropriate mark-up, on the aforementioned consolidated financial statements
including other explanatory information (Notes to financial statements).
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission
Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and
the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF
Regulatory Framework).
In summary, this framework includes, inter alia, the following requirements:
-All annual financial reports shall be prepared in XHTML format.
-For the consolidated financial statements in accordance with IFRS, financial information included in the
statements of comprehensive income, financial position, changes in equity and cash flows as well as the
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 11
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, 2023, in accordance with the requirements of
ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable
the preparation of digital records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities 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.
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, 2023, in XHTML format
"213800HBUHCXKIPIYO13-2023-12-31-
en"
, as well as the provided XBRL file
"213800HBUHCXKIPIYO13-2023-12-31-en.zip"
with the appropriate mark-up
on the above consolidated financial statements, have been prepared,
including
the
explanatory
notes
have
been
prepared, in all material respects, in accordance with the requirements
of the ESEF Regulatory Framework.
Athens, 3 April 2024
The Certified Public Accountant
Manolis Michalios
I.C.P.A. Reg. No. 25131
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
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
3 –
31.12.202
3
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 2023 (1.1.2023 - 31.12.2023). 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
2023 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 2023.
The required items are presented below per thematic unit:
Α.
BUSINESS MODEL
Attica Holdings S.A., under the distinctive title “Attica Group” 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.
The merger through absorption of the Company “ANEK LINES S.A.” (“ANEK”) was completed by the decision
of the Ministry of Development dated 04.12.2023. Therefore, the Group's fleet under the brands “Superfast
Ferries”, “Blue Star Ferries”, “Hellenic Seaways” and “Anek Lines”, now consists of 43 vessels, of which twenty-
eight (28) are conventional Ro-Pax vessels, thirteen (13) are highspeed-catamaran vessels and two (2) vessels
are Ro-Ro vessels. All vessels are fully owned by the Group owned except for three (3) Ro-Pax vessels which
are under long-term lease. All vessels are registered in Greece, except one which is registered in Cyprus.
As a result of the above merger, ANEK's assets and liabilities were transferred to Attica S.A. Holdings.
The integration of ANEK through merger will have no impact on Attica Group's business strategy, and there are
no plans to implement substantial operational changes.
Attica Group's strategy also encompasses the adoption of new technologies on its ships in order to improve
environmental protection and reduce the industrial footprint. In this context, a memorandum of cooperation was
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 13
signed with Elefsina and Syros shipyards, enabling the domestic industry to strengthen its know-how and
competitiveness in this sector, aiming to attract more shipyard operations in Greece.
At the same time, Attica Group's operations are expanding into a complementary sector, the hotel industry,
aiming to exploit its strong dynamics in the Greek tourism. This strategy is being implemented gradually from
2021 through acquisition of hotels on islands where the Group's vessels operate.
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 the customers, associates 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 Sustainability Policy that sets out the principles regarding sustainable
development and management of social and environmental issues as well as governance issues (ESG) in 3
main Segments (Governance, Social, Environmental) and 5 Modules (Management, Society, Employees,
Customers, Environment). The ESG model is analytically described in another part of the Report in the “NON-
FINANCIAL INFORMATION” section.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 14

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
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 the
generation of 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 and the 10 Principles of the United Nations Global Compact 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 2023 is presented below as
follows:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 15
Organizational Structure
The Group’s structure contains four Chief Executive Departments (Maritime Operations, Financial Operations,
Commercial Operations and Management & Transformation).
The Chief Executive Maritime Operations Department 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 Chief Executive Commercial Department is supported by the Hotel Customer Service Department, the
Marketing Department and the Commercial Department.
The Chief Executive Management & Transformation department is supported by the Human Resources
Department, Corporate Governance & Regulatory Compliance Department and Organizational Transformation
& Risk Management Department.
In addition to the above Chief Executive Departments, the Group's operations are also supported by the Legal,
Insurance & Corporate Issues Department, the Internal Audit Department and the Strategic Planning & New
Business Development Office.
Β
. REVIEW OF 2023 AND DEVELOPMENTS OF THE CURRENT YEAR
Attica Holdings S.A. financial statements of 2023 consolidate for the first time, in the period 04.12.2023-
31.12.2023, the financial data of the company “ANEK LINES S.A.” (“ANEK”) and its 100% owned subsidiaries,
following the completion of the merger through absorption by the Company. In the context of the above
transaction, the readers of the Report should be aware that there is no comparability between the years 2022
and 2023, especially with regard to the items in the Statement of Financial Position. Details of the merger through
Social Partners
Amounts
(in mln Euro)
State (Taxes)
92
.
1
Capital Providers
51
.2
Suppliers
320.0
Society
3.
6
Investments
63
.3
Employees
118
.2
Agents
32.3
TOTAL DISTRIBUTED FINANCIAL VALUE
680
.
7
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 16
absorption are provided in Note 6 to the financial statements and in the “Significant Events” section of the Board
of Directors' Report.
1.
ACTIVITIES REVIEW
In 2023, turnover increased in both geographical sectors in which the Group operates, i.e. in Greek domestic
and international routes, compared to 2022. Overall, in 2023, the Group's turnover increased by 11% reaching
Euro 588.31mln versus Euro 530.24mln in 2022, recording increased by 8.7% sailings and increased traffic
volumes by 6.6% in passengers, 3.1% in private vehicles and 1.9% in freight units compared to fiscal year 2022.
As of 04.12.2023, the Group's turnover includes the consolidated turnover of the absorbed company ANEK.
In 2023, the Group's consolidated gross profit amounted to Euro 146.51mln compared to Euro 66.69mln in 2022.
Consolidated Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) amounted to Euro
126.38mln compared to profit of Euro 57.75mln in 2022, while consolidated Earnings Before Interest Tax (EBIT)
amounted to profit Euro 70.42mln compared to profit of Euro 5.86mln in 2022.
The main factors that contributed to the increase in the Group's operating profitability are the increase in sailings
with a parallel increase in traffic volumes as well as the decrease in average annual fuel costs.
In 2023, consolidated profit after tax amounted to Euro 61.22mln compared to profit of Euro 17.05mln in 2022. It should
be noted that the result of 2023 includes the profit from the merger with ANEK S.A. (negative goodwill) of Euro 22.82mln,
which arises from the difference between the fair value of the net assets acquired and the consideration paid.
The net profit margin from the Group's recurring operations (excluding the effect of the merger of ANEK S.A.)
stood at 6.5%.
The Group has a strong capital structure and sufficient liquidity. Indicatively, as of 31.12.2023 the Group's net
debt to EBITDA ratio for the last twelve months is 3.84x (see below Financial Ratios (Alternative Performance
Measures "APMs")). Cash and cash equivalents as at 31.12.2023 amounted to Euro 103.38mln (Euro 87.87mln
as at 31.12.2022). Total investment cash outflows for 2023 stood at Euro 63mln. Moreover, the Group continues
its extensive investment plan for energy and environmental upgrading of the fleet as well as fuel cost savings
and further digitization of its operations. The Group also has unused financing lines amounting to Euro 44.3mln.
2. THE MARKETS WHERE THE GROUP’S VESSELS OPERATE AND TRAFFIC VOLUMES
Markets
In 2023 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 and the route Patras–
Igoumenitsa-Venice.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 17
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.
Until the date of absorption of ANEK S.A. (04.12.2023), the Group operated in a Joint venture with the vessels
of ANEK LINES on the International Routes Patras–Igoumenitsa–Ancona, Patras-Igoumenitsa-Bari, Patras–
Igoumenitsa-Venice as well as on the routes of Heraklion and Chania.
Traffic Volumes
The Group's traffic volumes increased compared to 2022. In particular, in 2023 the traffic volumes amounted to
6.49mln passengers (6.09mln passengers in 2022), 1.04mln private vehicles (1.01mln private vehicles in 2022)
and 0.42mln freight units (0.41mln freight units in 2022). In 2023, the Group’s sailings increased by 8.7%
compared to 2022.
The traffic volume includes the traffic volume of Anek Lines' vessels as of December 4, 2023.
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 are as follows:
On international routes, traffic volumes increased compared to the corresponding period last year, by 15.4% in
passengers, by 10.5% in private vehicles and decreased by 2.6% in freight units. Sailings increased by 8.8%
compared to the corresponding period last year.
Traffic volumes in the domestic routes, increased compared to the corresponding period last year, by 5.8% in
passengers, by 2% in private vehicles and by 3.7% in freight units. Sailings increased by 8.6% compared to the
corresponding period last year.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 18
3.
THE GROUP’S STATEMENT OF COMPREHENSIVE INCOME
In 2023 the Group's turnover significantly increased and amounted to Euro 588.31mln compared to Euro
530.24mln in 2022.
In particular, turnover, per geographical area, is as follows:
In the domestic market, the Group's turnover in 2023 amounted to Euro 412.67mln compared to Euro 374.58mln
in 2022, presenting an increase of 10.2%.
In international routes, the Group's turnover in the first half of 2023 amounted to Euro 173.97mln compared to
Euro 154.10mln last year, presenting an increase of 12.90%.
Domestic Market turnover includes compensations by the competent Ministry with regards to the execution of public
service obligations of Euro 44.98mln (Euro 34.12mln in 2022). The geographical segment "International Routes"
includes revenues from vessels chartering activities amounting to Euro 7.49mln in 2023 (Euro 9.19mln in 2022).
Operating expenses and other accounts
In 2023, the Group's operating expenses were mainly constrained by the reduction in fuel prices, leading to a
decrease to Euro 441.80mln against Euro 463.56mln in 2022.
The increase in turnover combined with the decrease in operating expenses resulted in an increase in the
Group's operating performance.
The Group's administrative expenses amounted to Euro 39.68mln compared to Euro 32.68mln in 2022. The
increase in administrative expenses was primarily due to an increase in remuneration and other benefits of
onshore employees (excluding remuneration of senior management and BoD members, which did not change,
see Section 6 "Significant Related Party Transactions" below) to offset the significant increase in inflation over
the last two years to compensate the lost employee income.
In addition, third-party expenses increased due to
the merger with ANEK.
Distribution expenses amounted to Euro 37.47mln compared to Euro 32.70mln in 2022. The increase in
distribution expenses mainly arises from an increase in sales commission expenses, due to the increase in sales
compared to 2022.
Other operating income amounted to Euro 1.06mln compared to Euro 4.55mln in 2022.
Other financial results amounted to a loss of Euro 2.19mln compared to a profit of Euro 26.45mln in 2022 and
primarily includes a loss of Euro 1.97mln (profit of Euro 26.65mln in 2022) arising from hedging transactions of
a part of the Company's fuel price risk under policy approved by the BoD.
Relevant information is presented in
the Notes to the financial statements for 2023 in the section "Derivative financial instruments".
The Group's financial expenses amounted to Euro 28.99mln against Euro 20.24mln in 2022 pertaining mainly
to interest on loans. The change is mainly due to the increase in the discount rates of the Group's borrowings
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 19
(due to the increase in the Euribor benchmark rate), compared to 2022. The Group's average interest rate in
2023 stood at 4.91% compared to the average interest rate 3.96% in 2022.
In 2023, financial income amounted to Euro 1.07mln compared to Euro 0.25mln in 2022. The increase was
primarily due to deposit credit interest.
In 2023, loss of Euro 1.8mln arose from the affiliated company Africa Morocco Links (AML), which is consolidated
using the equity method, against losses of Euro Euro 1.99mln in 2022.
In addition, on 04.12.2023 the merger through absorption of ANEK S.A. was completed. As a result of the
merger, a profit of Euro 22.82mln was recorded (see Note 6.3 to the financial statements).
In total, in 2023, a consolidated profit after tax of Euro 61.22mln was recorded, compared to profit of Euro
17.05mln in 2022.
It should be noted that 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.
STATEMENT OF FINANCIAL POSITION AND CASH FLOWS
As at 31.12.2023, the Group's “Property, plant and equipment” amounted to Euro 883.01mln compared to Euro
688.04mln as at 31.12.2022 and mainly relate to the vessels owned by the Group. The increase is mainly due
to the incorporation of the tangible fixed assets - vessels and other fixed assets - of ANEK (See Note 6.3 to the
financial statements).
“Goodwill” amounting to Euro 10.78mln (Euro 10.78mln on 31.12.2022) 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 16.97mln (Euro 11.66mln on 31 December 2022) mainly
include the Group's software programs and recognition of HSW's trademarks and ANEK's trademarks
amounting to Euro 3.2mln, as recognized in 2023.
The account “Investments in associates” amounting to Euro 23.65mln (Euro 10.78mln on 31.12.2022) includes the
Group's investment in the affiliated company Africa Morocco Links (AML), consolidated under the equity method
amounting to Euro 9.07mln. In addition, in 2023, following the merger of ANEK, the Group incorporated the affiliated
companies ETANAP S.A., LEFKA ORI S.A. and ANEK LINES ITALY S.R.L. against a total amount of Euro 14.58mln.
“Non-current financial receivables” amounting to Euro 6.34mln (Euro 7.37mln on 31.12.2022) pertain to the long-
term component of the financial receivable 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 20
“Other non-current assets” amounted to Euro 2.57mln against Euro 6.3mln on 31.12.2022 and include
guarantees and other long-term receivables. The change is mainly due to the Group’s receivables from AML
which will be settled within the next year and were reclassified to Current assets.
The “Inventory” account increased to Euro 12.57mln against Euro 9.39mln as at 31 December 2022. The change
in inventory is due to the increase in the prices of fuel and lubricants.
The account “Trade and other receivables” increased to Euro 132.59mln against Euro 112.01mln as at
31.12.2022. The account presents an increase due to the increase in turnover and the inclusion of ANEK's
receivables due to its merger.
“Other current assets” increased to Euro 53,19mln against Euro 35,51mln as at 31.12.2022. The increase in the
account is mainly due to an increase in vessel tankers, escrow deposits and the Group's receivables from AML which
will be settled within the next year and have been reclassified from Non-current assets to Other current assets.
“Financial Derivatives” in assets (Euro 0.56mln against Euro 0.028mln as at 31 December 2022) and “Financial
Derivatives” in liabilities (Euro 1.02mln against Euro 5.93mln as at 31 December 2022) 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 1.1.2023 - 31.12.2023.
On 31.12.2023, the Group's “Cash and cash equivalents” amounted to Euro 103.38mln against Euro 87.87mln on
31.12.2022. The Group has unused financing lines amounting to Euro 44.3mln from banking institutions as at 31.12.2023.
The Group's total Equity attributable to the shareholders of the Parent amounted to Euro 495.67mln against
Euro 357.75mln as at 31.12.2022.
The Group had total loan liabilities of Euro 588.49mln (long-term loan liabilities Euro 349.43mln and short-term
loan liabilities Euro 239.06mln) as at 31.12.2023 compared to Euro 497.70mln as at 31.12.2022 (long-term loan
liabilities Euro 454.14mln and short-term loan liabilities Euro 43.56mln).
As at 31.12.2023, the Group has negative working capital as current liabilities exceed current assets by Euro
86.21mln. The most significant component of the current liabilities relates to the Company's Common Bond Loan
of Euro 175mln, which is listed on the Stock Exchange and matures in 2024, for which the Company has received
a binding refinancing offer from a banking institution before 31.12.2023, with terms that are considered
acceptable. The refinancing of the borrowings is reasonably expected by the Management to be completed
within the following period, which will ensure the Company’s and the Group’s going concern.
As at 31.12.2023, the account “Long-term provisions” amounted to Euro 2.76mln against Euro 1.92mln as at
31.12.2022. The change is due to the merger of ANEK.
As at 31.12.2023, the account “Trade and other payables” amounted to Euro 92.63mln against Euro 59.21mln
as at 31.12.2022, with the increase being mainly due to the merger of ANEK.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 21
As at 31.12.2023, the account “Other current liabilities” amounted to Euro 55.41mln compared to Euro 45.83mln
as at 31.12.2022. The account mainly includes deferred income for tickets issued and not used by the end of
the year, liabilities to insurance companies, other tax obligation, staff obligation and accrued expenses.
Cash flows
In 2023, net inflows from operating activities stood at Euro 73.15mln against inflows of Euro 58.62mln in 2022.
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 2023.
In 2023, the Group’s outflows from investing activities stood at Euro 57.11mln compared to outflows of Euro 46.37mln
in 2022. A large component of the funds allocated related to investments in vessels improving the Group's environmental
footprint, as well as installation of exhaust gas scrubbers on the Superfast I and Superfast II vessels, which were
completed in May and July 2023 respectively. In addition, during the 2023, the Group acquired the Ro-Ro Cargo vessel
BLUE CARRIER 2 (former CLEMENTINE) and the highspeed vessel HIGHSPEED 3 (former BORAQ).
In 2023, the Group’s outflows from financing activities amounted to Euro 0.79mln compared to outflow of Euro
21.71mln in 2022. In 2023, the Group signed loans amounting to Euro 138.81mln and paid Euro 55.58mln to
repay instalments of its long-term and short-term loans.
In addition, in the context of the merger through absorption of ANEK, an agreement was signed between the
Company, shareholders and creditors of ANEK, which included the acquisition of ANEK's loans (common bond
loan, convertible bond loan and bilateral loan) against a consideration of Euro 80mln, which was repaid in 2023.
Financial Ratios (Alternative Performance Measure “
APMs
”)
The Group’s main financial ratios are presented as follows:
2023
2022
Current Ratio
Total Current Assets
Total Current Liabilities
0.78
1.58
Debt-Equity Ratio
Total Equity
Total Liabilities
0.67
0.57
Gearing Ratio
Net Debt
Total Capital Employed
0.49
0.53
Net Debt
EBITDA
3.84
7.10
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 22
As indicated in the table above, all the key financial ratios for the year 2023 show significant improvement
compared to the previous year.
The decrease in the Current Ratio is attributed to maturity, within the current year, of the common bond loan
totaling 175mln, listed on the Stock Exchange. The Company has already received a refinancing offer from a
Banking Institution, under terms considered acceptable. The Management reasonably anticipates that
refinancing the loan liabilities will be completed in the near future, ensuring the going concern for both - the
Company and the Group.
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 analyze 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. operated as a Holding Company until December 4, 2023, when the merger with ANEK was
finalized, leading to absorption of ANEK and the transfer of its vessels and other assets to the Company's assets.
Statement of Financial Position
As at 31.12.2023, the Company's “Property, plant and equipment” amounted to Euro 174.03mln (Euro 0.11mln
on 31.12.2022) and relates to incorporating the tangible fixed assets - vessels and other fixed assets - of ANEK
(see Note 6.3 to the financial statements).
The Company's “Intangible assets” of Euro 3.33mln (zero value on 31.12.2022) incorporate the software
programs and recognition of ANEK's trademarks due to the merger.
As at 31.12.2023, the Company’s participating interests amounted to Euro 869.71mln compared to Euro
762.25mln on 31.12.2022. The Company measures its participating interests at fair value. The increase in
investments arises from the adjustments to fair value measurement of the Group's subsidiaries in 2023.
In 2023, the Company participated in share capital increases of its 100% subsidiaries amounting to Euro
3mln.The repayments from share capital decreases of its 100% subsidiaries amounted to Euro 4mln. In addition,
the Parent received dividends from the Group's 100% subsidiaries amounting to Euro 32.04mln.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 23
The account “Investments in associates” amounting to Euro 14.67mln (zero balance on 31.12.2022) included
the investment in the associates ETANAP S.A., LEFKA ORI S.A. and ANEK LINES ITALY S.R.L. following the
merger of ANEK in 2023.
The account “Trade and other receivables” amounted to Euro 15.98mln (Euro 0.08mln on 31.12.2022). The
account mainly includes the incorporation of ANEK's receivables due to its merger.
“Other current assets” increased to Euro 6,39mln against Euro 3.03mln on 31.12.2022. The increase is mainly
due to the inclusion of prepaid expenses of ANEK.
“Cash and cash equivalents” amounted to Euro 49.79mln on 31.12.2023 compared to Euro 5.86mln on
31.12.2022.
The Company's “Equity” amounted to Euro 742.12mln compared to Euro 531.00mln on 31.12.2022.
The Company’s total loan liabilities stood at Euro 349.44mln on 31.12.2023 (long-term loan liabilities of Euro
147.61mln and short-term loan liabilities of Euro 201.83mln) compared to Euro 239.71mln on 31.12.2022 (long-
term loan liabilities of Euro 231.56mln and short-term loan liabilities of Euro 8.15mln).
As at 31.12.2023, the Group has negative working capital as current liabilities exceed current assets by Euro
86.21mln. The most significant component of the current liabilities relates to the Company's common bond loan
of Euro 175mln, which is listed on the Stock Exchange and matures in 2024, for which the Company has received
a binding refinancing offer from a banking institution before 31.12.2023, with terms that are considered
acceptable. The refinancing of the borrowings is reasonably expected by the Management within the following
period, which will ensure the Company’s and the Group’s going concern.
“End-of-service employee benefit obligations” amounted to Euro 1.59mln against Euro 0.05mln on 31.12.2022.
The change is mainly due to the integration of the absorbed company ANEK.
Long-term provisions amounted to Euro 0.79mln (zero balance on 31.12.2022) and relate to a provision for
disputed employee compensation cases arising from the integration of ANEK.
As at 31.12.2023, “Trade and other payables” amounted to Euro 26.46mln against Euro 0.37mln on 31.12.2022.
The increase mainly arises from the integration of ANEK.
“Other Current Liabilities” amounted to Euro 12.56mln compared to Euro 0.18mln on 31.12.2022. The change
is mainly due to the integration of ANEK. The account mainly includes deferred income for tickets issued and
not used by the end of the year, liabilities to insurance companies and other tax obligations, as well as accrued
expenses.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 24
Statement of Comprehensive Income
The Company's turnover amounted to Euro 1.57mln and its operating expenses to Euro 2.18mln (zero balance
in 2022). The above items include the turnover of the acquired company ANEK as of 04.12.2023 and the related
operating expenses.
The Company's administrative expenses amounted to Euro 2.38mln compared to Euro 1.67mln in 2022.
Financial expenses, mainly related to interest on bond loans, amounted to Euro 11.07mln (Euro 10.08mln in
2022). The change is mainly due to the increase in the discount rates of the Company's loan liabilities (due to
the increase in the Euribor rate), compared to 2022. Moreover, the Company's loan liabilities increased
compared to 2022.
In 2023, the Company’s "Dividend income" from its 100% subsidiaries stood at Euro 32.04mln (Euro 20.14mln
in 2022).
Additionally, on December 4, 2023, the merger through absorption of ANEK was finalized. This merger resulted
in the generation of an accounting profit of EUR 22.82mln (see Note 6.3 in the financial statements).
As a result of the above, in 2023, the Company recorded a profit of Euro 40.81mln compared to profit of Euro
8.51mln in 2022.
Statement of Cash Flows
Regarding the Company's cash flows, in 2023, the Company’s outflows from operating activities stood at Euro
15.77mln compared to outflows of Euro 3.05mln in 2022. The adjustments as well as the changes occurred in
the working capital accounts related to the operating activities are analytically presented in the Statement of
Cash Flows of the financial statements for 2023.
Outflows from investing activities amounted to Euro 35.97mln compared to outflows of Euro 3.01mln in 2022. In
2023, the Company received dividends from the Group's 100% subsidiaries amounting to Euro 32.04mln.
In 2023, the Company’s inflows from financing activities stood at Euro 23.72mln against outflows of Euro
33.62mln in 2022. In 2023, the Company signed loans amounting to Euro 126.5mln and paid Euro 22.73mln for
repayment of instalments of its long- and short-term loans. In addition, as part of the merger through absorption
of ANEK, an agreement was signed between the Company, shareholders and creditors of ANEK, which included
the acquisition of ANEK's loans (common bond loan, convertible bond loan and bilateral loan) against a
consideration of Euro 80mln, which was repaid in 2023.
Other Items
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 General Meeting distribution of dividend of Euro 0.07 per share from
the profit of previous years and from the profit of the Parent.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 25
The companies, in which the parent company holds participating interest, the main financial figures of the
Group’s Financial Statements as well as the Accounting Policies applied by the Group are analytically presented
in “Notes to the 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 1.1.2023 – 31.12.2023 are as follows:
In 2023, the Parent paid a total of Euro 3mln for the share capital increase of its 100% subsidiary, ATTICA BLUE
HOSPITALITY S.A. In addition, three 100% subsidiaries, i.e. SUPERFAST ONE INC, SUPERFAST TWO INC,
and ATTICA FERRIES S.A.,
returned to the parent company share capital amounting to Euro 1mln, Euro 1mln,
and Euro 2mln respectively. Furthermore, revenue includes Euro 1.6mln related to intra-group vessel charters
to the 100% subsidiary BLUE STAR FERRIES S.A.
Moreover, in the same year, the Parent received dividends from the Group's 100% subsidiaries amounting to
Euro 32.04mln (see Note 7.1 to the financial statements).
Intercompany transactions with other related parties
Transactions with other related companies include transactions with the companies of MIG HOLDINGS S.A.
Group and Piraeus Group until 12.05.2023, when the shareholding relationship with the aforementioned Groups
was terminated. Transactions with the related company Africa Morroco Links (AML) are also included.
In particular, the transactions during the period 01.01.2023 - 31.12.2023 stood as follows: revenue Euro 3.72mln,
expenses Euro 5.27mln, receivables Euro 15.88mln, payables Euro 2.38mln. The corresponding amounts in the
previous period 01.01.2022-31.12.2022 stood at revenue Euro 1.83mln, expenses Euro 8.04mln, receivables
Euro 56.75mln, payables Euro 183.19mln.
Intercompany transactions with Piraeus Group pertained to Interest income, financial expenses, deposits and
loan liabilities.
Remuneration of Executive Officers and Members of the Board of Directors
In 2023, 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 3.2mln (Euro 3.4mln in 2022).
In addition, in 2023, post-retirement benefits amounted to Euro 0.04mln (Euro 0.06mln in 2022) based on the
early termination of which was decided at the Regular General Meeting of 26.09.2023.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 26
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 216.19mln.
7.
THE GROUP’S SIGNIFICANT EVENTS
Changes in the company’s shareholding structure
−
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 20.04.2023, the results of the mandatory public offer of “BANK OF PIRAEUS” for the acquisition of all
the common shares of "ATTICA HOLDINGS S.A."
against a consideration of Euro 1.855 in cash per share
were announced. At the end of the mandatory public offer acceptance period, “BANK OF PIRAEUS” directly
and indirectly owned a total of 171,336,382 shares and voting rights, which corresponded to approximately
79.3938% of the total paid-up share capital and voting rights of the Company.
−
Based on the notification received by the Company from “Piraeus Financial Holdings S.A.”, on 12.05.2023,
the transfer to “STRIX HOLDINGS L.P.” was finalized and included: a) 22,241,173 shares corresponding
to 10.3061% of the total voting rights of the Issuer, directly owned by “MIG HOLDINGS S.A.”, and b) all the
shares of its 100% subsidiary “MIG SHIPPING S.A.”, which holds 149,072,510 shares corresponding to
69.0771% of the total voting rights of the Company. Following the completion of the transaction, the total
participation of “STRIX HOLDINGS L.P.” in the Company amounted to 91.2%.
−
On 25.5.2023, “STRIX HOLDINGS L.P.” 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 30.8.2023, the results of the mandatory public offer of
“STRIX HOLDINGS L.P.” for the acquisition of all the common shares of “ATTICA HOLDINGS S.A.” against
a consideration of Euro 2.64 in cash per share were announced. At the end of the mandatory public offer
acceptance period, “STRIX HOLDINGS L.P.” directly and indirectly owned a total of 210,176,525 shares
and voting rights, which corresponded to approximately 97.391% of the total share capital and voting rights
of the Company.
−
On 20.09.2023 and on 12.12.2023, the Company announced a significant change in the voting rights
according to the Law 3556/2007. Prior to the disclosures, Mr. MUBASHIR MUKADAM indirectly held
203,957,260 shares and voting rights in the Company, representing 94.51% of the total voting rights of the
Company. Based on the disclosures, this percentage changed in both cases by more than 3% of the total
voting rights in the Company, initially rising to 97.52% and then falling to 86.704%. In particular:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 27
i.
Based on the notification of 20.09.2023, Mr. MUBASHIR MUKADAM indirectly held 210,459,397 shares
and voting rights in the Company, corresponding to 97.52% of the total voting rights of the Company.
ii.
Based on the notification dated 12.12.2023, following the completion of the increase in its share capital,
he indirectly held 210,833,306 shares and voting rights in the Company, representing 86.704% of the
total voting rights of the Company.
Mr. MUBASHIR MUKADAM owns “BLANTYRE CAPITAL (CAYMAN) LTD”, a company incorporated in the
Cayman Islands, which owns, through a chain of companies, “STRIX Holdings L.P.”.
Acquisition of the RoRo vessel 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 cash. The acquisition was financed through
equity and a foreign credit institution loan. The delivery of the vessel took place in July 2023.
Issue of the Responsible & Sustainable Development Report for the year 2022
On 12.04.2023, Attica Group announced the publication of the 14th Responsible & Sustainable Development
Report, which follows the GRI Standards (2021 edition) of the Global Reporting Initiative.
Distinctions & Awards
During the first half of 2023, Attica Group was included in the list of “The Most Sustainable Companies in Greece
2023” and was awarded with the SHIPPAX FAST FERRY AWARD 2023 for the AERO 1 Highspeed. It also
received 10 awards at the Tourism Awards 2023 and two awards at the ESG Shipping Awards 2023.
Credit Rating Review
On 9.6.2023, Attica Group announced that, pursuant to the credit rating reassessment performed by ICAP S.A.
in line with the provisions of the Common Bond Loan issued on 26.07.2019, the Company maintained a
ΑΑ
credit rating (low credit risk zone).
ISO 22301:2019 Certification to Attica Group for the Business Continuity Management System (BCMS)
On 12.6.2023, Attica Group announced its certification by TÜV AUSTRIA HELLAS according to the International
Standard ISO 22301:2019 for the Operation of the Head Offices & Fleet Support and Management Services.
Reorganization of the Board of Directors
On 30.6.2023, the Company announced the resignation of Mr. Georgios Efstratiadis from the position of Vice
Chairman, Non-Executive Member of the Company's Board of Directors, as well as from the position of the
Member of the Audit Committee and the Risk Management Committee. In replacement of the position, the
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR
2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 28
Board of Directors, at its meeting held on 29.6.2023, decided to appoint Mr. Ioannis Voyatzis as a Non-
Executive Member. The Board of Directors was reconstituted into a body on 29.6.2023, 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, - Loukas K. Papazoglou, Vice Chairman, Independent Non-Executive
Member, -Spyridon Ch. Paschalis, CEO and Deputy Chairman, Executive Member, Ilias K. Trigkas, Non-
Executive Member, - Ioannis G. Voyatzis, 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. Georgios Efstratiadis as a member of the Board of Directors and member of
the Audit Committee, in replacement of the position, the Board of Directors appointed Mr. Ioannis Voyatzis as
a new member of the Audit Committee. The Committee was reconstituted into a body on 30.6.2023, 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, - Ioannis Voyatzis, Member. Mr. Ioannis
Voyatzis was elected as a new member of the Risk Management Committee in replacement of Mr. Georgios
Efstratiadis. The Committee was reconstituted into a body on 30.6.2023, and the new composition of the
Remuneration & Nomination Committee as well as the position of every member are as follows:- Loukas K.
Papazoglou, Chairman, - Kyriakos D. Mageiras, Member, - Spyridon Ch. Paschalis, Member, -
Efstratios G- I.
Chatzigiannis, Member, - Ilias K. Trigkas , Member, - Ioannis G. Voyatzis, Member.
Competition Commission approval of the merger process between ATTICA HOLDINGS S.A. and ANEK S.A.
On 4.8.2023, Attica Group announced that based on the decision No. 827/2023 of the Competition Commission
dated 3.8.2023, the Plenary of the Competition Commission unanimously approved the relevant previous
notification of the Company for the merger through absorption of “ANEK S.A.” by ATTICA HOLDINGS S.A.
Regarding the tragic event of September 5th
Following the tragic incident taking place at the port of Piraeus on 5.9.23, the Company immediately conducted
an internal investigation in order to identify the reasons why the crew members did not observe the prescribed
safety procedures. Moreover, additional measures were taken to tighten the monitoring of the compliance with
the required procedures by the appointed persons. In particular, in the weeks following the incident, additional
security measures were adopted in excess of those legally required and new training sessions were organized.
Furthermore, as part of the ongoing effort to improve the level of services provided, in line with the commitment
of the Board of Directors, an extensive and in-depth investigation has been initiated with the assistance of
independent external consultants of international reputation, regarding the assessment of the Group's
operations in relation to best practices. The investigation extends to all ships of the Group as well as land-based
office services. The findings will be utilized to implement further measures for the continuous improvement of
the Company's service quality. The aim is to ensure strict adherence to prescribed procedures and safety
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protocols of the Attica Group and to enhance a safety culture at all levels. The safety of our passengers has
always been our Group's utmost priority.
Reorganization of the Board of Directors
On 07.09.2023, the Company announced that Mr. Spyridon Paschalis resigned from the position of CEO and
Deputy Chairman of the Company's Board of Directors.
In replacement of the position, the Board of Directors, at its meeting held on 7.9.2023, decided on appointing
Mr.
Panagiotis Dikaios, the CFO of the Company, as an Executive Member. The new member will perform his
duties until the end of the term of this Board of Directors. At the same meeting, the Board of Directors was
reconstituted into a body as follows: Kyriakos D. Mageiras - Chairman, Executive Member, - Loukas K.
Papazoglou, Vice Chairman, Independent Non-Executive Member, - Panagiotis Dikaios, CEO and Deputy
Chairman, Executive Member, Ilias K. Trigkas, Non-Executive Member, - Ioannis G. Voyatzis, Non-Executive
Member, - Efstratios G. - I. Chatzigiannis, Independent Non-Executive Member, Maria G. Sarri - Independent
Non-Executive Member.
Annulment of the Annual General Meeting of 07.09.2023
Following a request submitted at the meeting of the Regular General Meeting of September 7, 2023 by a
shareholder of the Company representing more than 1/20 of its share capital, the adoption of resolutions on all
the matters mentioned in the Company's invitation of August 17, 2023 was postponed. The date of resumption
of the meeting was set for Tuesday, September 26, 2023, at 5:00 p.m.
Withdrawal of the Regular General Meeting agenda items
On 14.09.2023 Attica Group informed the investors that, following its meeting, the Board of Directors decided to
recommend to the adjourned Regular General Meeting held on 26.09.2023, or to any other adjourned or interrupted
meeting, not to discuss and not to take a decision on items 12 and 13 of the Agenda of the Notice as of 17.8.2023.
Annual General Meeting 26.09.2023
On September 26, 2023, the Annual General Meeting of the Company's shareholders was held, postponed as
of September 7, 2023, which, among other things, elected a new Board of Directors, due to the expiration of the
term of the previous one, with the following members. Kyriakos Mageiras, Chairman, Executive Member; -
Loukas Papazoglou, Deputy Chairman, Independent Non-Executive Member; - Panagiotis Dikaios, CEO &
Deputy Chairman, Executive Member; - Ilias Trigkas, Non-Executive Member, - Ioannis G. Voyatzis, Non-
Executive Member, - Efstratios Chatzigiannis Independent Non-Executive Member, - and Maria Sarris,
Independent Non-Executive Member.
Election of the BoD Committees Members
On 28.09.2023, the Company announced that, following a meeting of the Board of Directors held on 26.09.2023,
the members of the Audit Committee were appointed, in accordance with the provisions of Article 44 of Law
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4449/2017, as amended and effective. Subsequently, the Audit Committee met and was constituted as a body.
The composition of the Audit Committee and the status of every member are as follows: Efstratios G-I.
Chatzigiannis -Chairman, Loukas K. Papazoglou - Member, Ioannis G. Voyatzis - Member. Furthermore, during
the above BoD meeting, the members of the Remuneration & Nomination Committee were appointed.
Subsequently, the Remuneration & Nomination Committee met and was constituted as a body. The composition
of the Remuneration & Nomination Committee and the membership of every member is as follows: Loukas K.
Papazoglou - Chairman, Efstratios C. I. Chatzigiannis - Member - Ilias K. Trigkas - Member. Finally, during the
aforementioned BoD meeting, the members of the Risk Management Committee were appointed, as stipulated
by the Risk Management Committee's Rules of Procedure as follows: Loukas K. Papazoglou - Chairman,
Kyriakos D. Mageiras - Member, Panagiotis G. Dikaios - Member, Efstratios C. I. Chatzigiannis - Member, Ilias
K. Trigkas - Member, Ioannis G. Voyatzis - Member.
Approval of the Draft Merger Agreement - Completion of publicity formalities - Provision of documents to
shareholders
On 23.10.2023 the Company announced that its Board of Directors at its meeting held on October, 23
rd
2023
approved the Draft Merger Agreement with the absorption of "ANEK LINES S.A." ("ANEK") by the Company in
accordance with the provisions of Law 4601/2019, Law 4548/2018, Law 1297/1972, as amended, and Greek
law in general ("the Merger"). It also announced that, the Report of the Board of Directors to the General Meeting
of Shareholders as well as the Reports of the independent expert pursuant to Article 10 of Law 4601/2019 and
Article 17 of Law 4548/2018 were registered in the General Commercial Registry and published on its website
on October, 23
rd
2023. Finally, it informed that the required documents are available to its shareholders, on the
Company's website in the "INVESTOR CENTER" section as well as at its headquarters.
Registration of the Highspeed Ro-Pax Vessel HIGHSPEED 3
On 31.10. 2023, the Company informed the investors about the acquisition and registration in the Greek flag of
the highspeed Ro-Pax vessel HIGHSPEED 3 (formerly BORAQ), which was acquired through a public auction
held in Algeciras, Spain, by the 100% subsidiary HELLENIC SEAWAYS ("HSW"), for a total consideration of
Euro 2,410,000.
Decisions of the Extraordinary General Meeting held on 22.11.2023
The Extraordinary General Meeting held on 22.11.2023 approved all the necessary documents, as provided by
the legislation, as well as the merger through absorption from the Company of the company under the title
“ANEK LINES S.A.” and the distinctive title “ANEK” increasing its share capital in accordance with the specific
provisions of the Draft Merger Agreement. It further approved all the acts and declarations of the Board of
Directors of the Company up to that time, including the acquisition of the loans and/or receivables from the loans
of ANEK. It also approved the increase of the Company's share capital by the amount of €8,207,505 as a
consequence of the acquisition of ANEK contributing the net assets of the absorbed company by issuing
27,358.350 new common nominal shares with voting rights, of nominal value €0.30 each, attributed to the
shareholders of the acquired company in accordance with the exchange ratio of 0.1217 new common registered
shares of the Company, of nominal value €0.30 each, for each one (1) old, common or preferred, nominal share
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of the acquired company, of nominal value of €0.30 each. In addition, the corresponding amendment to Article
5 “Share Capital” of the Company's Articles of Association was approved, as well as the amendment to Article
2 “Objective”.
Disclosure of an Exemption Document in accordance with Delegated Regulation (EU) 2021/528
On 30.11.2023 the Company announced that, as of 30.11.2023, it discloses to the investors the Exemption
Document of the same date, prepared by the Company pursuant to the Delegated Regulation (EU) 2021/528,
regarding the Merger through Absorption, in digital form on the websites of: a) the Company, and b) the Stock
Exchange, as well as in printed form, upon request, at the Company's offices.
Completion of the merger through absorption of “ANEK LINES S.A.” by “ATTICA HOLDINGS S.A.”
On 04.12.2023, the Company informed the investors that, following the decision of the Ministry of Development
No. 3166897AP/04.12.2023, the merger was completed through absorption of the Company of “ANEK LINES
S.A.” (“ANEK”), in accordance with the decisions of the General Meetings of the Company and ANEK held on
22.11.2023. In the context of the aforementioned merger, the Company assumed bank liabilities amounting to
Euro 80,000,000 against ANEK's loan liabilities of a total outstanding principal balance of Euro 236,419,251.23
plus interest, which included a common bond loan, a convertible loan and a bilateral loan.
Listing and commencement of trading of the new shares of “ATTICA S.A.” issued due to the increase of its share
capital in the context of the merger with absorption of the company “ANEK LINES S.A.”
On 04.12.2023 the Company announced that, following the approval of the Athens Stock Exchange Corporate
Transactions Committee at its meeting held on 04.12.2023, the trading of 27,358,350 new common shares with
voting rights, of nominal value €0.30 each, issued due to the increase of its share capital in relation to the merger
by absorption of the company ANEK LINES S.A. by the Company. Following the above, as of 05.12.2023, the
shares of the Absorbed Company ANEK ceased to be traded on the Athens Stock Exchange.
Disposal of shares formed by aggregation of fractional balances
On 12.12.2023 the Company informed the investors that, following the approval by the Athens Stock Exchange
of its application for the disposal of securities from fractional balances, pursuant to Article 7 of Law no. 4569/2018
and par. 2.3.13.2.2.2 of the Regulation of the Stock Exchange, the Company would proceed with the disposal
of 12,000 common nominal shares formed by the aggregation of fractional balances as a result of the increase
of the Company's share capital due to the merger through absorption of “ANEK LINES S.A.”. These common
nominal shares (fractional balances) would be disposed during the period 22.12.2023-19.01.2024. PIRAEUS
SECURITIES S.A. was designated as the member of the Athens Stock Exchange which would perform the
disposal in accordance with the provisions of the effective legislation.
On 10.01.2024 the Company informed the investors that the disposal procedure was completed. The final
proceeds of the disposal amounted to Euro 23,329.40 and corresponded to Euro 1.944116 for each share (any
discrepancy is due to rounding). The return of the sale proceeds to the beneficiary shareholders, proportionally,
was entrusted to the paying bank “PIRAEUS BANK S.A.”.
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Memorandum of Cooperation between ATTICA HOLDINGS S.A. and Elefsina and Syros Shipyards
On 19.12.2023 the Company informed the investors that on December 15, 2023, a Memorandum of Cooperation
was signed between Attica Group and ONEX S.A. (ONEX), member of the ONEX Group (hereinafter referred
to as ONEX Group), which includes, inter alia, the companies operating and managing the facilities, equipment
and floating assets of Elefsina and Syros Shipyards. The Memorandum, with a ten years term, with the possibility
of extension, exclusively stipulates that the ONEX Group will carry out maintenance, refurbishment, repair, and
environmental upgrade works on the Group's existing ships at the shipyards of Elefsina and Syros, as well as
the construction of new modern vessels.
Appointment of Deputy CEO
On 07.03.2024 the Company announced the appointment of Mr. Dionysis Theodoratos as Deputy CEO starting
from March 1
st
, 2024. In his new duties, Mr. Theodoratos is responsible for the Commercial Pillar and the
Maritime Operations Pillar of the Group.
Sale of the Ro-Pax vessel EXPRESS SKIATHOS
On 01.04.2024 the Group announced the agreement signature for the sale of the vessel EXPRESS SKIATHOS, owned
by a Company’s subsidiary, for a total consideration of Euro 9 million payable in cash, to the company 4NAVER
SHIPHOLDING LTD. The transaction is expected to be completed with the delivery of the vessel to the buyers within the
first ten days of April 2024. The sale will result a net profit of approximately Euro 2.8 million which will be included in the
half-year results of 2024, while the Group's cash and cash equivalents will increase by approximately by Euro 9 million.
8.
BUSINESS DEVELOPMENT FOR THE CURRENT YEAR
In 2023, Attica Group significantly improved its financial position and operating profitability and at the same time,
the merger through absorption of ANEK in December 2023 strengthen its competitive position and become one
of the largest European passenger shipping companies.
For the fiscal year 2024, the Group expects to further improve its operational performance due to the integration
of ANEK's vessels, as well as from synergies on both economic and operational levels. The degree of
improvement in the Group's financial performance cannot be determined due to the numerous uncertainties
surrounding the European and global economy, particularly concerning inflationary pressures, fluctuations in
fuel prices, and the ongoing conflict in Ukraine. An additional degree of uncertainty in the Group's operational
performance stems from the development of tourism trends in Greece, the integration of the absorbed
company's workforce into the operational practices of the Attica Group and the management of the additional
significant number of vessels acquired through the merger through absorption.
C. MAIN RISKS AND UNCERTAINTIES
This section presents the main risks and uncertainties regarding the Group’s business operations:
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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 unforeseen events, 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 31.12.2023, the maturity of the Group’s short-term liabilities for a period of six (6) months was Euro
183.25mln (Euro 136.13mln on 31.12.2022) while the maturity for short-term liabilities from six (6) to twelve (12)
months was Euro 205.32mln (Euro 18.63mln on 31.12.2022).
It is to be noted that the Company has received a binding offer from a banking institution, under terms considered
acceptable, for the refinancing of a total amount of Euro 175 million. Management reasonably anticipates that
the refinancing of the loan liabilities will be completed within the following period, ensuring the going concern of
both the Company and the Group.
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.
It should be noted that the cost of marine fuel and lubricants is by far the most significant operating cost,
representing in 2023 approximately 46% 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 19.95mln on the Group's income statement
and equity.
The Management implemented a series of measures including the adjustment of Group’s pricing policy,
optimization of fleet deployment, vessels speed reduction and partial hedging of the risk of fuel price fluctuation.
Interest rate fluctuation risk
The Group is exposed to interest rate fluctuations with regards to its bank borrowings, subject to a variable
Euribor rate.
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In general, the present global economic climate is not favorable for capital-intensive businesses, due to strong
inflationary pressures exercised globally, which prompts central banks to take successive decisions to increase
benchmark interest rates while exercising restrictive monetary policy.
Indicatively, a change in the interest rate by 1% would have an effect
up to approximately € 3.62mln 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, it has established credit control procedures in order to minimize bad debts.
More 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.
The Group has significant loan liabilities due to the fact that investments for vessels’ acquisition and energy
upgrading of the fleet require a significant amount of 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 future cash flows, 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 ratio which is calculated by dividing the net borrowings by
the total capital employed. On 31.12.2023, the gearing ratio is 49%, compared to 52% on 31.12.2022.
Competition
The Group operates on routes with intense competition, which can be further intensified by competitors’ efforts
to capture higher market shares in already mature markets.
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The routes with the most intense competition, along which the Group operated in 2023, as well as its most
significant competitors are the following:
-
Grimaldi Lines, at International routes in the Adriatic,
-
Sea Jets, Fast Ferries and Golden Star Ferries at Piraeus – Cyclades route,
-
Fast Ferries and Golden Star Ferries at Rafina - Cyclades route,
-
Minoan Lines at Piraeus - Crete route,
-
Sea Jets 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
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 already
started in 2022 with the definition of strategic objectives concerning reduction of gaseous pollutant emissions, making
provisions for installation of energy improvement equipment on board the vessels as well as implementation of specific
actions that reduce the Group's environmental footprint.
D. NON-FINANCIAL REPORTING
Responsibility and Sustainable Development (including Environmental, Social, Governance (ESG) issues) 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 the development of 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.
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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 Responsible and Sustainable
Development, while at the same time cooperating with the other departments for implementation of the
Responsible and Sustainable Development Action Plan.
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).
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2. STAKEHOLDERS
The way we operate and the decisions we make affect a wide range of individuals, groups, and organizations
known as Stakeholders. The following table summarizes 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
•
Social Partner Survey
•
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
•
Social Partner Survey
•
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
•
Satisfaction/Complaint Questionnaires
•
Social media
•
Newsletters
Sales Network
•
Social Partner Survey
•
Events/Meetings
•
Information systems
•
Online portal of travel agents
•
Websites
•
Network satisfaction survey (every 2-3 years)
Suppliers
•
Social Partner Survey
•
Evaluation of suppliers
•
Meetings
•
Contracts
INDIRECT
State
(e.g.
Ministries,
Local
Government,
Public Services, Port Authorities)
•
Social Partner Survey
•
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)
•
Social Partner Survey
•
Participation in associations
•
Meetings/Presentations
•
Discussion with representatives at national and local level
•
Official communication
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Local Communities
(e.g. islands)
•
Social Partner Survey
•
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)
•
Social Partner Survey
•
Entering into partnerships
•
Meetings/Presentations
•
Joint actions
Mass Media (Media)
•
Social Partner Survey
•
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 of its operations 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.
Ε
SG – EMPHASIS OF MATTER 2023
ENVIRONMENT
We have implemented a series of initiatives in 2023 for the energy improvement and digital transformation of
our vessels to further reduce our environmental footprint, with the following indicative examples:
•
We installed a Burner Monitoring System (BMS), electricity analysis sensors, Coriolis flowmeters and a
modern digital system for collecting and recording data on fuel and energy consumption on 2 vessels,
which monitor in real time the main operational parameters of the vessels and contribute to their better
and more efficient operation.
•
We completed the design of new vessels with lower greenhouse gas emissions.
•
We started an evaluation procedure to integrate the use of biofuels into our operations.
•
We implemented environmental upgrade projects on our vessels.
Our flagship Environmental program contains actions towards the decontamination of the seabed and the
protection of the environment.
Following the 4 previous actions in Naxos, Kos, Santorini and Paros in 2021-2022, in 2023 we implemented the
5th environmental action in Lesvos, where 52 volunteer employees, 5 family members and 20 volunteers of
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Aegean Rebreath participated in underwater and coastal cleaning, in cooperation with institutions (e.g.
Municipality of Mytilene, Department of Oceanography and Marine Biosciences of the University of the Aegean).
The divers collected from the seabed and sorted out the following items:
•
1,890 pieces and 15 bags of plastic and synthetic polymers.
•
69 wheel tyres and other items made of rubber.
•
212 items of fabric.
•
589 metal objects.
•
124 glass/ceramic objects.
•
21 paper/cardboard objects.
•
50 kg of nets.
•
1 000 kg of chemicals (oil/tar).
In addition:
•
In Golden Beach Lesvos, sampling was carried out in order to detect and collect micro-plastics.
•
An environmental workshop on "Climate Crisis and Current Challenges" was held by a representative
of Aegean Rebreath with 15 participants, including representatives of the Municipality of Spetses, the
Commercial and Professional Association of Spetses and individuals involved in environmental actions.
•
We were the first shipping passenger group in Greece to use Seasmiles BIO-PVC biodegradable cards,
having collected and recycled a total of over 212,500 plastic cards in the period 2021-2023,
corresponding to approximately 1,359 kgr of plastic.
•
In 2023, the water consumption index is 0.043 m3/passenger in 2023, compared to 0.045 m3/passenger
in 2022.
SOCIETY
According to a survey conducted in 2023 among our onshore personnel:
•
81.4% of our people agree that our Group applies policies that improve the quality of professional life.
•
78.2% of our people agree that our Group invites and welcomes employee ideas in the process of
developing responsible and sustainable development actions.
•
70,7 % of our people agree that our Group provides training programmes and seminars on responsible
and sustainable development
We re-introduced the Behavioural Based Safety Program based on the behaviour assessment for crew and
passengers safety, in which 407 Officers participated in the period 2020-2023.
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:
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•
In Corporate Responsibility issues, where the performance score for 86.3% of the participant exceeded
60%. In addition, in 2020-2022, we conducted the relevant training for 195 Officers and Captains of our
vessels, where 83% of the participants exceeded 60%.
•
In the period 2020-2023, in Code of Conduct and Anti-Corruption Regulation with 81.4% and 81.6%
respectively of the participants receiving a grade above 70%.
•
In the period 2022-2023, in Human Rights and Equal Treatment with 86.1% and 86.3% of onshore
personnel participating respectively.
We provided a total of 124,564 discount tickets, compared to 101,237 in 2022, amounting to over Euro 3.33mln
for athletic, cultural and educational events, benefiting thousands more citizens who participated in or attended
the actions and activities we supported.
We held a workshop in Skopelos under the title “The vine and the plum tree: Two crops with potential for the
economy and environment of Skopelos” and informed a total of 100 participants about sustainable development
alternatives for the island, with the participation of 43 additional participants from the local community.
For the 6th 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 10th consecutive year in collaboration with the Voluntary Crisis
Rescue Team (E.D.O.K.), with First Aid seminars for a total of 94 participants in Patmos and Koufonisia.
We sent 156 medicines collected by our vessels to island community pharmacies.
We held the 3
rd
“One Group One Crew” football match with the participation of 40 employees, 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 buildings, who could also deposit their donations directly into the
Association's bank account.
In 2023, we donated surplus and new hardware and equipment to schools and charities, with donations in 2023
including 2 multifunctional computers and 36 computer sets with monitor, keyboard and mouse mainly to island
schools.
We allocated 23.96% of total procurement spend to small and medium suppliers (up to 50 employees).
We received 17 inspections on our vessels for pandemic protection measures, 36 for food hygiene and safety and
25 for the implementation of the Smoking Act, with no incidents of non-compliance.
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GOVERNANCE
The Group designed the three-year Strategic Plan ESG 2021-2023 and the quantitative target for the ESG 2023
level has been included as a target in the official Performance Evaluation of the Group’s CEO and Key
Executives.
The Group has 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.
The Group has 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.
5.
ESG 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 conducts 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.
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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.
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 weighing more than 5.000
gross tonnage 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 successfully completed the controls 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 that 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 by applying environmentally friendly refrigerants in our
refrigerators and freezers, as well as through our cooperation with suppliers that do not use refrigerant materials
with significant effect on the ozone layer.
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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.
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 the usage, reduction, reusage,
recycling and proper disposition of materials.
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 activities 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
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Blue Star Ferries, Superfast Ferries and Hellenic Seaways, while ensuring that water leaks are dealt with
immediately 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.
We have equipped all our vessels (with the exception of Aero type ships, as it is not required for ships below
400 gross tonnage) 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 to 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.
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•
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.
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 as well as forced and
abusive labor.
-
We promote respect among our employees and ensure that we maintain a work environment that
respects, promotes and ensures human dignity and has zero tolerance for any kind of violence and
harassment at work, expressly including gender-based violence and harassment 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.
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-
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
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 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.
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•
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 an Internal Control System (Internal Control, Regulatory Compliance, Risk Management).
•
We ensure our business continuity, having developed a comprehensive Business Continuity Plan for
the continuation of our operation.
•
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 of our onshore and offshore 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
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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 (e.g. 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.
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 short-term Risk Register (12 months), which is maintained and
updated annually by the Group, as well as in the long-term Risk Register (5 years), which is updated every two
years, in order to ensure that the risks are systematically monitored and the decisions are made on how to
manage them.
NON-FINANCIAL PERFORMANCE INDICATORS 2023
The following table indicatively presents Attica Group key non-financial performance indicators for the fiscal year
2023. All the non-financial performance indicators of the Group in 2023 recorded in the annually issued
Corporate Responsibility Report, based on the Global Reporting guidelines Initiative Standards.
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Non-financial Performance Indicators
2023
2022
Social contribution (€)
3.56 million
2.78 million
Acquisition costs regarding domestic suppliers (%)
86%
87.32%
Training hours (hours)
13,245
8,948,50
Loyalty & Rewards Program Members (number)
652,700
555,566
Energy Consumption (GJ)
14,030,372
13,070,634
The Group's performance in ESG matters will be analytically recorded in Attica Group Corporate Responsibility
Report 2023.
All the Corporate Responsibility Reports and Sustainable Development Reports published so far are available
on the Group’s website.
6.
PRIORITIES RELATED TO NON-FINANCIAL REPORTING ISSUES
I.
Environmental and climate-related issues
Attica Group is the first passenger shipping group in Greece to be certified with the ISO 14001 Environmental
Management Standard.
The Group's main actions on the related issues are briefly presented below:
The Group has established and put in place an Environmental Policy and a Sustainable Development Policy
that 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 Report on Responsible
and Sustainable Development for 2023.
In the Group's annual and five-year 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.
During 2023, the Group's environmental strategy was put in place, according to which the implementation of
energy upgrading projects of the fleet through the installation of selected technologies for the reduction of
emissions was completed.
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Moreover, to enable the Group to respond to the challenges of climate change, which make it even more
necessary to reduce the environmental footprint of every entity, it established a Decarbonization Working Group,
with the participation of the CEO. The Decarbonization Working Group is responsible for the implementation
and monitoring of the Group's environmental strategy with specific measures and measurable objectives and is
working intensively on the implementation of these measures and, in particular, to achieve the Group's objective
of reducing gaseous pollutant emissions. The Working Group also collaborates with the other relevant groups
set up by ferry operators in Europe to find the most effective solutions to achieve the objective.
The implementation of the environmental strategy has already started in 2022 with the definition of strategic
objectives concerning reduction of gaseous pollutant emissions, making provision for installation of energy
improvement equipment on vessels as well as implementation of specific actions that reduce the Group's
environmental footprint.
During the fiscal year 2023 and in the context of the above action plan, we as a Group achieved the following,
compared to 2022:
-
We reduced the greenhouse gas emission intensity indicator from our ships per nautical mile travelled
by 1%, compared to the base year 2019.
-
We reduced our office electricity consumption and our office electricity consumption index per employee
by 9.4% and 14.1%, respectively.
-
We expanded the reporting scope of other indirect greenhouse gas emissions (Scope 3) from 3 to 11
categories.
-
We continued to generate over 4.300 KWh of electricity from renewable energy sources.
-
We reduced SOx emissions in all forms (e.g. gaseous, in water) by 3%.
-
We used 85% recycled paper for all purposes.
-
We reduced overall paper use and commercial paper use by 12.9% and 13.8% respectively.
-
We transported over 288 tons of materials for recycling free of charge from Islands in the last three
years.
-
There was no significant spill of any material or marine pollution incident in the last three years.
-
We have raised awareness of environmental protection issues among 86.3% of our employees.
-
We increased the number of customers potentially informed on Responsible and Sustainable
Development (such as environmental protection) by 5.7%.
The Group also has the following working groups: the Corporate Responsibility & Sustainability Team, the Health
Safety Security & Environment Team, the New Buildings Working Group, which discuss broader environmental
and sustainability issues and which cooperate and interact with the Decarbonization Working Group in order to
achieve optimal results.
Regarding international developments on environmental and climate-related issues, from January 1, 2024, the
European Union's Emissions Trading Scheme (ETS) will be extended to the maritime sector, under which all
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shipping companies are required to purchase and surrender CO
2
emission allowances for ships larger than
5,000 GT sailing within the European Union to destinations with a population above 200,000 inhabitants.
To ensure a smooth transition to the new framework, the surrender of allowances will cover 40% of declared
emissions for 2024, 70% for 2025 and 100% from 2026 onwards.
II.
Disclosures under Article 8 of Taxonomy Regulation (EU 2020/852)
a. Introduction
The EU Taxonomy of “environmentally sustainable” economic activities, is the European Union’s classification
system of activities that can under certain conditions be considered as environmentally sustainable or as
activities that enable the transition to an environmentally sustainable economy. Under the Taxonomy regulation,
companies and organizations can attract funds to further develop or expand their economic activities, provided
they meet certain criteria.
Under the Taxonomy Regulation (2020/852/EU), the EU has outlined the criteria that determine the level of
sustainability of eligible economic activities. Specifically, the European Union has established the following 6
environmental goals, the achievement of which will advance sustainable development within the Union.
i.
Climate change mitigation (CCM);
ii.
Climate change adaptation (CCA);
iii.
The sustainable use and protection of water and marine resources (WTR);
iv.
The transition to a circular economy (CE);
v.
Pollution prevention and control (PPC);
vi.
The protection and restoration of biodiversity and ecosystems (BIO).
The delegated acts adopted under the Taxonomy Regulation provide technical screening criteria which must
also be met to constitute taxonomy alignment. At the moment of publication of the present report, the Taxonomy-
eligible activities have been set out by 2 Delegated Acts currently in force. In 2021, the EU adopted the first
Delegated Act 2021/2139 (EU) which sets out activities and technical screening criteria for substantial
contribution towards objectives 1-2 above, including DNSH criteria for other objectives. Moreover, in 2023, the
second Delegated Act 2023/2486 (EU) was published with regard to activities significantly contributing to
environmental objectives 3-6 above.
The Taxonomy framework provisions that are effective on the date of the present report, require from in-scope
companies to disclose the amount and proportion of activities which are eligible, non-eligible and aligned with
the first 2 climate objectives as part of their total turnover, capital and operational expenditure and to perform
related alignment assessments for all such activities. Furthermore, they require the disclosure of the proportion
of their taxonomy-eligible activities (described in the 2023/2486 (EU) delegated act adopted in 2023) and non-
eligible economic activities as part of their total turnover, capital and operational expenditure. Finally, all the
quantitative information is accompanied by certain qualitative information for all objectives (1-6). The Group
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applied Regulation (EU) 2020/852 as supplemented with Commission Delegated Regulation (EU) 2021/2139,
Commission Delegated Regulation (EU) 2021/2178, Commission Delegated Regulation (EU) 2023/2485 and
Commission Delegated Regulation (EU) 2023/2486 to identify activities that are eligible. 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.
Activities contributing substantially to the Transition to a climate-neutral economy
In the context of the 1st 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 categorized in the sub-category ‘transitional activities’. This category includes three possible
cases of activities as shown below:
1.
Activities that have greenhouse gas emission levels that correspond to the best performance in the sector
or industry;
2.
Activities that do not hamper the development and deployment of low-carbon alternatives and
3.
Activities that do not lead to a lock-in of carbon-intensive assets, considering the economic lifetime of those
assets.
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The activities relating to sea transport of freight and passengers (6.10, 6.11) belong in the above-mentioned
categories and depending on the actual criteria that they fulfill can potentially be characterized as either
“sustainable” or “transitional”. In any case, the said status 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 2023. The detailed presentation of the indicators (KPI) can be found in the respective tables
at the end of this section.
b.
Attica Group Activities
The Group’s main activity involves sea and coastal passenger and freight
water transport. In the past reporting
years, Attica Group examined its performance within the Taxonomy framework on the basis of Delegated
Regulation 2021/2139 (EU). However, as of 2023, a number of new activities have been included in the
Taxonomy framework pursuant to Delegated Regulation 2023/2486 (EU). Thus, the following economic activities
were identified for the current reporting year:
i.
6.10. Sea and coastal freight water transport (CCM)
ii.
6.11. Sea and coastal passenger water transport (CCM)
iii.
2.1. Hotels, holiday, camping grounds and similar accommodation (BIO)
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 two (2) ro-ro vessels, as well as twenty-eight
(28) 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
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
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scheduled or not. The economic activities in this category include the operation of ferries, water taxis,
excursion vessels, cruise ships, or sightseeing boats.
Eligible Attica Group activity description:
The Group, operates forty-three (43) vessels, out of which
twenty-eight (28) are conventional ro-pax ferries which are utilized in the transfer of both passengers as
well freight, thirteen (13) are high-speed vessels and two (2) are ro-ro vessels.
The Group’s vessels sail in Greece (Cyclades, Dodecanese, Crete, North-East Aegean, Saronic Gulf
and Sporades) as well as in international routes.
iii.
2.1
-
Hotels, holiday, camping grounds and similar accommodation
Taxonomy activity description:
This activity consists of the provision of short-term tourism accommodation with or without associated
services, including cleaning, food and beverage services, parking, laundry services, swimming pools
and exercise rooms, recreational facilities as well as conference and convention facilities. This includes
accommodation provided by: (a) hotels and motels of all kinds; (b) holiday homes; (c) visitor flats,
bungalows, cottages and cabins; (d) youth hostels and mountain refuges; (e) campgrounds and trailer
parks; (f) space and facilities for recreational vehicles; (g) recreational camps and fishing and hunting
camps; (h) protective shelters or plain bivouac facilities for placing tents or sleeping bags.
This category does not include: (a) provision of homes and furnished or unfurnished flats or apartments
for more permanent use, typically on a monthly or annual basis; (b) cruise ships. Conservation or
restoration offsets of impacts defined at the stage of formal authorization
of the tourism activity are not
considered as a contribution to conservation or restoration measures.
Eligible Attica group activity description:
The Group has established a subsidiary called Attica Blue
Hospitality which owns and operates 2 resorts in Greece, namely: Naxos Resort Beach Hotel and Tinos
Beach Hotel. Both hotels are located in Aegean islands where the Group’s fleet operates and offer
guests a memorable experience while participating in the development of the local economy. Both hotels
are part of Attica Group since 2021 but were not reported in previous EU Taxonomy reports as the
current economic activity was added in 2023. For the current year, the Group’s only obligation is to
report on the eligibility of the activity without examining alignment with the respective technical screening
criteria, therefore there is no mention of this activity in the alignment check presented next.
Assessment of compliance with the Taxonomy Regulation (2020/ 852/Ε
U) and the technical screening
criteria (2021/2139/Ε
U)
Since both economic activities relating to transportation carried out by the Group, as differentiated in the EU
Taxonomy, follow near identical technical screening criteria, assessment for the activities’ compliance will be
presented jointly. A key element of the criteria for the climate objectives of Mitigation and Adaptation is the
assessment of physical climate risks and vulnerability related to and affecting the activities in question. The
Group is in the process of this assessment according to the relevant criteria and official clarifications, which is
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both lengthy and thorough. Therefore, as this process is expected to be completed in the future, the Group's
activities in 2023 were deemed eligible.
Minimum Safeguards (MS)
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.
i.
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.
ii.
OECD Guidelines for Multinational Enterprises
The Attica Group operates 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 operations.
iii.
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.
iv.
Fighting Corruption
Attica Group demonstrates zero tolerance for corruption incidents and actively contributes to the
achievement of goal “10 Fight against corruption in all its forms” as established by the United Nations Global
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Compact. As part of this effort, Attika Group has drawn up the “Anti-Corruption Regulation”, which has been
communicated to all Group staff and is publicly available on our website. In the Regulation, we define
measures to prevent and address incidents of corruption, including the prohibition of offering or accepting
items of value greater than the predetermined limit set by the Group, as well as the immediate termination
of employment with employees who are proven to be involved in corruption incidents. Finally, the Regulation
provides information on the reporting mechanism available to Group employees and provisions regarding
the prohibition of retaliation against employees who submit complaints about such incidents.
v.
Taxation
Taxation and compliance with the relevant legislation is an important issue for the Group and a significant
priority for its Management. The taxation of revenues from shipping activities is subject to a special regime
in accordance with Law 27/75 and thus presents certain particularities both with regard to compliance and
the prevention of violations of the legislation. However, the tax authorities in Greece have established since
2011 the obligation for companies to receive tax certificates, and as such all the companies of the Group
that have undergone the relevant tax audit by a statutory auditor and have received corresponding
certificates. More information on the management of tax issues is outlined in the "Tax Compliance Report"
section in the relevant note to the financial statements.
vi.
Competition Rules
Fair competition is a driving force for the development of a strong market and Attica Group recognizes its
importance as well as its own responsibility to operate according to the rules of competition. In this context,
we make sure not to participate in illegal agreements or partnerships with competitors for price fixing, market
sharing, etc. while we prohibit our employees from disclosing confidential information about the Group's
activities or partnerships. At the same time, we carry out updates and trainings on issues related to
competition law and follow all the necessary procedures in cooperation with the Hellenic Competition
Commission to ensure that there are no violations of the relevant rules and applicable legislation.
Further information is presented in the Organization’s annual Corporate Responsibility Report, which is
available in the Group’s website:
https://attica-group.com/en/corporateresponsibility/responsibility.html
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Nuclear energy and fossil gas related activities
Template 1
Row
Nuclear energy related activities
1.
The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that produce
energy from nuclear processes with minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and safe operation
of new nuclear installations to produce electricity or process heat, including for the
purposes of district heating or industrial processes such as hydrogen production, as well
as their safety upgrades, using best available technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of existing
nuclear installations that produce electricity or process heat, including for the purposes
of district heating or industrial processes such as hydrogen production from nuclear
energy, as well as their safety upgrades.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or operation of
electricity generation facilities that produce electricity using fossil gaseous fuels.
NO
5.
The undertaking carries out, funds or has exposures to construction, refurbishment, and
operation of combined heat/cool and power generation facilities using fossil gaseous
fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction, refurbishment and
operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.
NO
Attica Group is not involved in any of the activities referenced in the table above and thus does not report on
any of the KPI table templates 2-5 of Annex XII of Regulation 2021/2178 (EU).
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Qualitative information
i.
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 estimations during the
application of the Group’s accounting principles.
Important admissions made by management towards the implementation of the Group’s accounting
methodology are presented wherever it has been deemed appropriate. The accounting principles used in
the preparation of this report are presented 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/eligible economic activities from the total turnover
has been calculated based on the turnover from services corresponding to Taxonomy-aligned/eligible
activities (numerator) respectively, divided by the total turnover (denominator). Specifically, the total
turnover of the Group is presented in Note 8.1.
-
CapEx KPI
. The CapEx KPI is defined as Taxonomy-aligned/eligible Capex (numerator) respectively
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 expenses the Group has included as aligned, costs related to the alignment
of eligible activities that are 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
. The Opex KPI is defined as OpEx (numerator) related to aligned/eligible economic activities
respectively 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
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CapEx ΚΡΙ
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OpEx ΚΡΙ
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I.
Non-financial reporting data quality
The Group has been publishing non-financial information since 2008 in accordance with the GRI Standards
Guidelines (hereinafter GRI Standards). 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. It should be noted that
2020 Attica Group Responsible and Sustainable Development 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, the Company has assigned the limited assurance
review of selected items included in the Responsible and Sustainable Development Report to a major auditing
firm based on the ISAE 3000 standard.
II.
Greenhouse gas emissions - Scope 3 GHG emissions
Scope 3 GHG emissions are the GHG emissions resulting from activities in the Group's value chain, therefore
not controlled by the Group. In particular, Scope 3 includes all indirect gas emissions arising from the operation
of the Group's supply chain (excluding the electricity market) and includes 15 categories of GHG emissions.
The prioritization of the calculation and publication of Scope 3 pollutants is based on the screening of all
categories in terms of the significance of the GHG emissions generated, their contribution to the Group's risk
exposure and the availability of primary calculation data.
The Group calculated and published, for the first time, part of its Scope 3 gas emissions for the year 2022 under
the Green House Gas Protocol. This calculation is extended to more categories of gases for the year 2023. In
addition, for 2023, the categories of pollutants to which the Group does not fall on the basis of activity (zero
emission categories) were identified.
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, Articles 1-24, 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:
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1
.
HELLENIC CORPORATE GOVERNANCE CODE (EKED)
Law 4706/2012 introduced 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 a case-by-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.
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. Loukas Papazoglou, independent non-executive member, as Deputy Chairman. Mr. L. Papazoglou
has been a member of the Board of Directors of Attica Group since 2020 and during his term of office
has participated in the Boards of Directors of all the Company’s Board committees. Mr. L. Papazoglou
is held in high esteem by all the members. He is a business consultant with extensive experience, BoD
member, as well as holder of senior management positions in international and Greek 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 86.7% makes 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 nominations in accordance
with the Company's Eligibility Policy, guided by the legislative and regulatory framework.
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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.
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 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:
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-
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.
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 defense 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.
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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,
-
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.
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-
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.
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 implementation 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, regarding 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,
-
Monitors the regulatory and legislative framework within its scope of work,
-
Recognizes and monitors exposure to regulatory risk,
-
Identifies existing and potential regulatory compliance issues as well as areas at risk in the context of
regulatory compliance reviews and proposes appropriate remedial action plans to address them,
-
Submits periodic reports (including the results of the Compliance Review Plan) to the Chairman of the Board
at least annually,
-
Provides support to the Human Resources Department for the implementation of appropriate training
programs, on issues of Regulatory Compliance,
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-
Prepares an annual Regulatory Compliance Actions & Reviews Plan and submits it to the Board of Directors
for approval.
In the context of implementing the Regulatory Compliance Operation as the corporate governance, the Group
has adopted Policies, Codes & Regulations including the applicable principles and regulations, providing
operating and compliance guidelines implemented by the Group. 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.
Within the framework of its responsibilities, in 2023, the Regulatory Compliance (RC) focused, among others,
on the following issues:
-
Conducting Training Workshops on RC issues for everyone involved,
-
Standardization and delineation of RC perimeters & RC Risk Assessment,
-
Standardization of RC Reports to the Head of Regulatory Compliance,
-
Informing/Training Board Members on RC issues,
-
Submission of RC reports to the Chairman of the BoD,
-
Annual presentation of 2023 activities to the BoD and preparation of the review and action plan for 2024,
-
Conducting RC reviews.
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d. Other internal control mechanisms and procedures for financial reporting purposes
The Group has invested significant funds in the computerization of its operations. In particular, the integrated
information system (ERP) SAP has been operating for fifteen (15) years, covering all of 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.
From January 2019 SAP was upgraded to the new S/4 HANA version. SAP S/4 HANA is the new suite of 4
th
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
covering the following objects: the Control Environment, Risk Management, Review Mechanisms and Controls,
the Information and Communication System as well as the Monitoring of ATTICA GROUP Company’s and
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 15.03.2023 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.
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This statement is another confirmation that the Company and the Group are always in full compliance with the
legislative and regulatory framework that governs the Internal Control System and adopt best practices for the
legal and orderly operation of “ATTICA GROUP” Company’s and Group’s ICS.
3.
CORPORATE GOVERNANCE SYSTEM
The Company has adopted and implements a Corporate Governance System in accordance with Articles 1-24
of Law 4706/2020, taking into account the size, nature, scope and complexity of its operations. Under the
provisions of
articles 1- 24 of Law 4706/2020, the Corporate Governance System includes at least the following:
a) an adequate and effective Internal Control System, which includes risk management and regulatory
compliance systems, b) adequate and effective procedures for prevention, identification and suppression of
conflicts of interest, c) adequate and effective communication mechanisms with shareholders, in order to
facilitate the exercise of their rights and active dialogue with them (shareholder engagement), d) remuneration
policy that contributes to the business strategy, long-term interests and sustainability of the Company.
Results of the
Corporate Governance System (CGS) evaluation procedure under article 4 of Law 4706/2020
Within the framework of its obligations under par. 1 of article 4 of Law 4706/2020, the Board of Directors
evaluated the implementation and effectiveness of the Company’s Corporate Governance System as at
December 31, 2023 reporting date.
In the context of the aforementioned evaluation, the Board of Directors of the Company has, among others,
assigned the evaluation of adequacy and effectiveness of the Company’s Corporate Governance System to
Grant Thornton S.A. This evaluation was carried out based on the assurance procedures plan included in
Resolution I73/08b/14.02.2024 of the Supervisory Council of SOEL, in accordance with the Revised
International Standard on Assurance Engagements 3000, “Assurance Engagements Other than Audits or
Reviews of Historical Financial Information”. The above assignment did not reveal any material weaknesses in
the Company’s Corporate Governance System.
4.
INFORMATION ITEMS I
, (d), (f), (h) AND (i) OF ARTICLE 10, PARAGRAPH 1 OF DIRECTIVE
2004/25/Ε
C
A significant part of the information in iteI(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 emanating from the Company shares according to the aforementioned
item (f).
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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.
5.
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 repeated 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
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;
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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
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.
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 Meeting. 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.
6.
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’s 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 and Term of Office 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
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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, non-executive members and independent mebers, 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
independent 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 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 26.09.2023 and was constituted on the same date. The BoD
consists of seven (7) members, two (2) of whom are executive, two (2) non-executive and three (3) independent
non-executive, as defined in the effective legislation. In particular, as at 31.12.2023, the composition of the
Company’s Board of Directors is as follows:
NAME/SURNAME
POSITION
FROM
UNTIL
Kyriakos Mageiras
Chairman – Executive Member
26.09.2023
2026
Loukas Papazoglou
Vice-Chairman – Independent Non-Executive Member
26.09.2023
2026
Panagiotis Dikaios
Chief Executive Officer – Deputy Chairman –
Executive Member
26.09.2023
2026
Ilias Trigkas
Non-Executive Member
26.09.2023
2026
Ioannis Voyatzis
Non-Executive Member
26.09.2023
2026
Efstratios Chatzigiannis
Independent Non-Executive Member
26.09.2023
2026
Maria Sarri
Independent Non-Executive Member
26.09.2023
2026
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 MIG HOLDINGS S.A. 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.
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
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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’s degree in
Maritime with a specialization in Maritime Finance.
-
Loukas Papazoglou – Vice-Chairman – 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 S.A. as well as the head of the Audit Committee and the Finance and
Investment Committee.
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 S.A.
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 a business consultant specializing in financial matters.
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.
-
Panagiotis Dikaios – Chief Executive Officer – Deputy Chairman – Executive Member
Mr. Panagiotis Dikaios has more than 20 years of experience in shipping and investment banking.
He has been employed in Attica Group since 2012 and has been the Group’s Chief Financial Officer since 2013.
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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 is also a member of Board of Directors in
subsidiaries of Attica Group.
-
Ilias Trigkas – Non-Executive Member
Mr. Ilias Trigkas 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.
-
Ioannis Voyatzis – Non-Executive Member
Mr. Ioannis Vogiatzis works as Managing Director at the investment firm Strix Asset Management Ltd and
has over 20 years of experience in the private equity and alternative investments sector. He has served as
the Group Head of NPEs and Equity Participations at Piraeus Bank and in London at NBGI Private Equity
as the Head of the firm's Southeastern Europe business and at Citigroup Venture Capital International
where he was occupied with in private equity investments in Central Eastern Europe, Middle East, Africa
and India. Mr. Voyatzis is also a member of the Boards of Directors in TRASTOR, EUROMEDICA, ETVA
VI.PE. S.A., Piraeus Equity Partners, PICAR, EUROAK, EUROTERRA, REBIKAT, Thriasio Logistics
Centre, Strix Asset Management Ltd and Strix Holdings (GP) Ltd. Mr. Voyatzis holds an MBA in
International Business from the Ecole Nationale des Ponts et Chaussées and an MEng in Chemical
Engineering from the University of Birmingham.
-
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:
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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).
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
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provisions of Law 4548/2018 on Sociétés 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.
Therefore, the Board of Directors at its meeting 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 December 31, 2023, the members of the Board of Directors held no shares of Attica Holdings S.A.
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.
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-
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 and participates in the companies
LKP PCC, MELISSOKOMIKI MYK PC, MNAE ADVISORY, OUT OF THE BLUE PCC & PANVISION PCC.
-
Mr. Panagiotis Dikaios has no other professional commitments, apart from those related to the Company
and its subsidiaries.
-
Mr. Ilias Trigkas participates in the
the companies OWL CAPITAL PARTNERS GM PCC, OIKOS FUND
MANAGEMENT MUTUAL FUNDS S.A. and 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, MG EQUITY PARTNERS LTD,
OIKOS FUND MANAGEMENT S.A., BULFINA EAD, VARNA ASSET MANAGEMENT EOOD.
-
Mr. Ioannis Voyatzis participates in the company OWL CAPITAL PARTNERS with 50% and also participates
in the Board of Directors of TRASTOR, EUROMEDICA, ETVA VI.PE., MG Equity Partners Limited, PICAR,
EUROAK, EUROTERRA, REBIKAT, Strix Asset Management Ltd, Strix Holdings (GP) Ltd, Thriasio
Logistics Centre S.A., Fabrika secera Sajkaska d.o.o. (Serbia), Crvenka Fabrika secera d.o.o. (Serbia),
OIKOS MUTUAL FUND MANAGEMENT S.A.
-
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. He also participates in the companies RENEWABLE
ENERGY SOURCE STORAGE SERVICES PCC
και
ENERGY STORAGE TECHNOLOGIES PCC.
-
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
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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 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 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.
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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.
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 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 of 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 2023, 26 meetings of the Board of Directors were held. The participations of every member of the Board of Directors
in its meetings during the year 2023, are presented in the following table:
NAME/SURNAME
POSITION
PARTICIPATION IN THE
BOD MEETINGS
Kyriakos Mageiras
Chairman – Executive Member
26/26
Loukas Papazoglou
Vice-Chairman – Independent Non-Executive
26/26
Panagiotis Dikaios (*)
Chief Executive Officer – Deputy Chairman –
Executive Member
12/12
Ilias Trigkas
Non-Executive Member
26/26
Ioannis Voyatzis (**)
Non-Executive Member
16/17
Efstratios Chatzigiannis
Independent Non-Executive Member
26/26
Maria Sarri
Independent Non-Executive Member
26/26
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(*)Mr. Panagiotis Dikaios was elected member of the Board of Directors on 07.09.2023 and participated in all the BoD meetings during his
term of office in 2023, i.e. in 12 meetings.
(**)Mr. Ioannis Voyatzis was elected member of the Board of Directors on 29.06.2023 and participated in 16/17 Board meetings during his
term of office in 2023.
It is noted that Mrs. Spyridon Paschalis and Georgios Efstratiadis participated in all the meetings of the Board of Directors of Attica S.A.
Holdings that took place during their term of office in 2023 until the date of submission of their resignation, i.e. in 13/13 and 11/11 meetings
respectively.
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 audit 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.
On 29.06.2023, the Board of Directors decided to appoint Mr. Ioannis Voyatzis, a non-executive member of the
Board of Directors in replacement of the resigned member of the Audit Committee, Mr. Georgios Efstratiadis.
The Annual General Meeting of the Company's shareholders, held on 26.09.2023, 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 term of office of the Audit Committee is equal to
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that of the Board of Directors, i.e. three years until the Regular General Meeting, which will meet in the third year
after their election.
Following the decision of the Board of Directors as of 26.09.2023, the members of the Audit Committee were
appointed, the Committee was reconstituted and elected its Chairman.
All the members of the Committee have sufficient knowledge of the Company’s operating 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.
The composition of the Audit Committee as at 31.12.2023, as well as the participation of the members of the
Committee in its meetings held in 2023 (13 meetings in total) are presented in the table below:
NAME/SURNAME
POSITION
PARTICIPATION IN THE
MEETING OF AC
Efstratios Chatzigiannis
Chairman – Independent Non-Executive Member
13/13
Loukas Papazoglou
Non-Executive Member
13/13
Ioannis Voyatzis (*)
Independent Non-Executive Member
7/7
(*)
Mr. Ioannis Voyatzis was elected member of the Audit Committee on 29.06.2023 and participated in all the meetings of the Committee
after his election, i.e. in 7 (seven) meetings. Mr. Ioannis Voyatzis replaced Mr. Georgios Efstratiadis, who participated in 6/6 meetings of the
Audit Committee, which took place in 2023 during the period until the date he submitted his resignation as a member of the Board of
Directors and member of the Audit Committee.
To facilitate the completion of the review and evaluation of the financial information process for the year 2023,
two (2) more meetings of the Audit Committee were held in 2024 with the Certified Auditors and Executives of
the Company.
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The Issues Addressed by the Audit Committee in 2023
The most significant issues, addressed by the Committee in 2023 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 2023.
-
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 2022 as well as the interim separate and consolidated financial statements of 2023.
-
Making proposals following the relative evaluation to the Board of Directors regarding the collaboration
with the auditing firm "Grant Thornton SA" for statutory audit of the financial statements of 2023.
-
Approving the process of selecting a new Auditing Firm to audit the fiscal year 2024 financial statements.
-
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,
-
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.
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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 approves 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 are 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.
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.
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.
The members of the Committee were appointed at the meeting of the Board of Directors on 26.09.2023. The
composition of the Remuneration & Nomination Committee as at 31.12.2023 , as well as the attendance of each
member at the meetings of the Committee during the financial year 2023 (a total of 8 meetings), are shown in
the table below:
NAME/
SURNAME
POSITION
PARTICIPATION IN THE RNC
MEETINGS
Loukas Papazoglou
Chairman- Independent Non-Executive Member
8/8
Efstratios Chatzigiannis
Independent Non-Executive Member
8/8
Ilias Trigkas
Non-Executive Member
8/8
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The Issues Addressed by the Remuneration & Nomination Committee in 2023
The main issues it addressed in the context of its operations and the provisions of the legislative and regulatory
framework are the following:
-
Annually evaluating the Remuneration & Nomination Committee and informing
the Board of Directors
about the evaluation.
-
Verifying that independent non-executive members of the Company's Board of Directors meet the
independence criteria of Article 9 of Law 4706/2020 and making a relevant recommendation to the
Board of Directors.
-
Approving the total amount of variable remuneration for the financial year 2022 of the persons covered
by the Company's Remuneration Policy.
-
Approving and allocating the variable remuneration to the executive members of the Board of Directors
of Attica S.A. Holdings and its subsidiaries for the fiscal year 2022, in accordance with the Company's
Remuneration Policy as currently effective.
-
Verifying that the candidates for the Board of Directors meet the independence criteria and making a
relevant recommendation to the Board of Directors.
-
Submitting proposals to the Board of Directors regarding the kind, term of office, number and status of
the members, as well as the composition of the Audit Committee, in accordance with Article 44 par. 1
of Law 44.1 of Law 4449/2017, as effective.
-
Submitting proposals to the Board of Directors regarding the Company's Remuneration Report for the
financial year 01.01.2022-31.12.2022.
-
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 establishment of a share placement plan
pursuant to article 113 par. 4 of Law 4548/2018 to members of the Board of Directors of the Company
and its affiliated companies as well as to the Group’s executives within the meaning of article 32 of Law
4308/2014, in the form of stock options.
-
Composition of the Remuneration & Nomination Committee as a body.
-
Submitting proposals to the Board of Directors regarding the methodology for evaluation of the Board
of Directors and its statutory Committees, in accordance with the provisions of Law 4706/2020 and the
provisions of the EC Circular 60/ 18.9.2020, as incorporated in the corporate documents, as well as the
Greek Corporate Governance Code as adopted by the Company.
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.
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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 31.12.2023 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.)
Panagiotis Dikaios
Executive Member (CEO & Deputy Chairman)
Efstratios Chatzigiannis
Independent Non-executive Member
Ilias Trigkas
Non-executive Member
Ioannis Voyatzis
Non-executive Member
In 2023, the Risk Management Committee held 3 meetings.
EVALUATION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
During its term of office, the Board of Directors (BoD) carries out an evaluation of its procedures and its efficiency
as well as an evaluation of its statutory Committees (Audit Committee and Remuneration and Nomination
Committee), in accordance with the provisions of the effective legislation, including those of Law 4706/2020.
For the financial year 01.01-31.12.2023, the Board of Directors and the statutory Committees of the Board of
Directors carried out a collective evaluation of their procedures and effectiveness, which was carried out with
the support of an external consultant (Deloitte), making use of the relevant provision of the Hellenic Corporate
Governance Code (EKED).
The BoD members were asked to respond to the BoD self-assessment questionnaires, including the Chairman
of the Board and the Chief Executive Officer, via a specialized online platform.
The questionnaire of the overall BoD self-assessment included 8 (eight) sections (i) Strategy, (ii) BoD Operation
(iii) Risks and ICS (iv) Leadership Culture (v) BoD Oversight (vi) Performance and Evaluation (vii) Internal &
External Information (viii) Talent. The BoD was evaluated by its seven members.
The questionnaires for the overall self-assessment of the Audit Committee and the Remuneration and
Nomination Committee included, inter alia, sections relating to organization and functioning of each Committee.
Each questionnaire was assessed by all the members of each Committee.
The results of the evaluation were presented at a meeting of the Board of Directors and highlighted the effective
organization and functioning of the BoD. In particular, for all of the modules evaluated, an overwhelming majority
of the BoD members gave a positive assessment.
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The self-assessment of the Audit Committee and the Remuneration and Nomination Committee revealed an
entirely positive assessment of their organization and functioning.
7.
INFORMATION ABOUT SENIOR EXECUTIVES
CVs
CVs of the Group’s senior executives in 2023 are listed below:
-
Dionysis Theodoratos – Chief Commercial Officer
In 2023, Mr. Dionysis Theodoratos was 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 title 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.
It is noted that Mr. Dionysis Theodoratos assumed the position of Deputy CEO of Attica S.A. Holdings as
of 1 March 2024 and his duties include responsibility for the Commercial Pillar and the Maritime Operations
Pillar. The position of the Chief Commercial Officer was assumed by Mr. Antonis Kalamaras, with effect
from March 15, 2024.
-
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.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 90
-
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 law, 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.
The CV of the Chief Executive Officer and Chief Financial Officer (CFO) of the Company, Mr Panagiotis Dikaios,
is presented in Section 6. INFORMATION ABOUT THE BOARD OF DIRECTORS (BoD) AND ITS
COMMITTEES" of the Corporate Governance Statement.
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, 2023 is presented in the
table below as follows:
NAME/SURNAME
POSITION
NUMBER OF SHARES
George Anagnostou
Chief Operations Officer
348
Dionysis Theodoratos
Chief Commercial Officer
0
Panagiotis Papadodimas
Chief Administrative & Transformation Officer
5.000
The CEO and Chief Financial Officer (CFO) of the Company, Mr Panagiotis Dikaios, did not hold any shares of
the Company as of December 31, 2023.
8. 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:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 91
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, the knowledge, the 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.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 92
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
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 93
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 31.12.2023 is 14% (11% on 31/12/2022).
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.
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:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 94
1.
Α
n
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.
9. 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 ensuresas 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.
-
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 (A 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 95
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
3
556/2007
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 31.12.2023, the share capital of the Company amounts to Euro 72,949,257.90 divided into 243,164,193
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.
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 31.12.2023, STRIX Holdings L.P. is the sole shareholder of the
Company with a share of more than 5%, holding a total share (direct and indirect) of 86.71%, controlled through
a chain of companies by BLANTYRE CAPITAL (CAYMAN) LTD. From this total share a) 25.40% corresponds
to shares held directly by STRIX Holdings L.P. and b) 61.31% corresponds to shares held by its wholly owned
subsidiary MIG SHIPPING S.A.
As at the annual financial report publication date, the Company’s shareholders holding over 5% are the same
as those recorded above.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 96
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 sociétés
anonymes (Law 4548/2018).
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 regarding 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 with regards to 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.
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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 97
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
2023 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, April 3, 2024
On behalf of the Board of Directors
Kyriakos D. Mageiras
Panagiotis G. Dikaios
Chairman of the BoD
Chief Executive Officer & Deputy Chairman
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 98
Annual Consolidated and Company Financial Statements for the Fiscal Year 2023
The Annual Financial Report was approved by the Board of Directors of ATTICA S.A. Holdings on April 3, 2024,
and is available in the internet on the web address www.atticagroup.com and on the Athens Exchange website
(www.helex.gr). On the same website, the annual financial statements of the consolidated subsidiaries are also
posted, in accordance with the provisions of Decision 12Α
/889/31.8.2020 of the Hellenic Capital Market
Commission.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 99
Statement of comprehensive income for the period ended December 31 202
3 & 2022
1.1-
31.12.2023
1.1-
31.12.2022
1.1-
31.12.2023
1.1-
31.12.2022
Sales
8.1
588,306
530,242
1,565
-
Cost of sales
8.2
-441,799
-463,555
-2,184
-
Gross profit
146,507
66,687
-619
-
Administrative expenses
8.2
-39,682
-32,683
-2,378
-1,670
Distribution expenses
8.2
-37,465
-32,699
-10
-5
Other operating income
8.3
1,061
4,550
-
128
Profit / (loss) before taxes, financing and investment
activities
70,421
5,855
-3,007
-1,547
Other financial results
8.4
-2,185
26,452
-1
-56
Financial expenses
8.5
-28,992
-20,243
-11,073
-10,083
Financial income
8.6
1,072
250
22
55
Income from dividends
8.7
-
32,039
20,139
Profit/ (loss) from acquisition of subsidiary
-
3,176
-
-
Share in net profit (loss) of companies accounted for by
the equity method
8.9
-1,796
1,993
-
-
Profit/ (loss) from merger of company
8.8
22,825
-
22,825
-
Profit/ (loss) from sale of assets
-
5
-
-
Profit before income tax
61,345
17,488
40,805
8,508
Income taxes
8.10
-121
-435
-
-
Profit for the period
61,224
17,053
40,805
8,508
Attributable to:
Equity holders of the parent
61,224
17,053
40,805
8,508
Minority shareholders
-
-
-
-
Earnings after taxes per share
- Basic (in €)
8.11
0.2811
0.0790
0.1873
0.0394
Operating earnings before taxes, investing and
financial results, depreciation and amortization
(EBITDA)
Profit / (loss) before taxes, financing and investment
activities
70,421
5,855
-3,007
-1,547
Plus: Depreciation
55,962
51,895
1,156
38
Total
126,383
57,750
-1,851
-1,509
Other comprehensive income:
Profit for the period
61,224
17,053
40,805
8,508
Amounts that will not be reclassified in the Income
Statement
Revaluation of the accrued pension obligations
109
-8
155
-3
Related parties' measurement using the fair value method
8.15
-
-
99,855
-35,002
Amounts that will be reclassified in the Income
Statement
Cash flow hedging :
- current period gains / (losses)
-581
-6,850
-
-
- reclassification to profit or loss
6,850
-3,329
-
-
Exchange differences on translating foreign operations
3
-23
-
-
Other comprehensive income for the period before tax
6,381
-10,210
100,010
-35,005
Other comprehensive income for the period, net of tax
6,381
-10,210
100,010
-35,005
Total comprehensive income for the period after tax
67,605
6,843
140,815
-26,497
Attributable to:
Owners of the parent
67,605
6,843
140,815
-26,497
Minority shareholders
-
-
-
-
STATEMENT OF COMPREHENSIVE INCOME
For the period ended December 31 2023 & 2022
GROUP
COMPANY
The accompanying notes are an integral part of these Annual Financial Statements.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 100
Statement of financial position as at 31st of December 202
3
and at December 31, 20
22
Notes
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-current assets
Tangible assets
8.12
883,008
688,042
174,034
110
Goodwill
8.13
10,778
10,778
-
-
Intangible assets
8.14
16,971
11,658
3,333
-
Investments in subsidiaries
5.15
-
-
869,714
762,247
Investments in associates
8.16
23,651
10,780
14,666
-
Non-Current financial receivable
8.17
6,337
7,374
-
-
Other non current assets
8.18
2,567
6,300
47
8
Total
943,312
734,932
1,061,794
762,365
Current assets
Inventories
8.20
12,567
9,391
-
-
Trade and other receivables
8.21
132,587
112,013
15,977
75
Other current assets
8.22
53,185
35,511
6,386
3,032
Financial assets measured at fair value through P&L
8.23
81
-
81
-
Derivatives
8.24
563
28
-
-
Cash and cash equivalents
8.25
103,380
87,874
49,787
5,862
Total
302,363
244,817
72,231
8,969
Total assets
1,245,675
979,749
1,134,025
771,334
EQUITY AND LIABILITIES
Equity
Share capital
8.26
72,949
64,742
72,949
64,742
Share premium
8.26
368,056
305,952
368,056
305,952
Fair value reserves
8.26
-581
-6,850
218,961
119,106
Other reserves
8.26
138,205
119,947
42,600
26,675
Retained earnings
-82,963
-126,041
39,556
14,521
Equity attributable to parent's shareholders
495,666
357,750
742,122
530,996
Non-controlling interests
19
-
-
-
Total equity
495,685
357,750
742,122
530,996
Non-current liabilities
Deferred tax liability
8.19
6,070
5,322
886
-
Accrued pension and retirement obligations
8.27
3,147
1,372
1,589
52
Long-term borrowings
8.28
349,432
454,137
147,605
231,563
Non-Current Provisions
8.29
2,764
1,918
786
-
Other non current liabilities
-
4,490
-
-
Total
361,413
467,239
150,866
231,615
Current liabilities
Trade and other payables
8.30
92,628
59,205
26,461
374
Tax liabilities
8.31
463
234
189
20
Short-term debt
8.28
239,061
43,559
201,831
8,147
Derivatives
8.24
1,016
5,933
-
-
Other current liabilities
8.32
55,409
45,829
12,556
182
Total
388,577
154,760
241,037
8,723
Total liabilities
749,990
621,999
391,903
240,338
Total equity and liabilities
1,245,675
979,749
1,134,025
771,334
The accompanying notes are an integral part of these Annual Financial Statements.
STATEMENT OF FINANCIAL POSITION
As at 31st of December 2023 and at December 31,2022
COMPANY
GROUP
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 101
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 1.1.2023
215,805,843
64,742
305,952
-6,850
119,947
-126,041
357,750
-
357,750
Profit for the period
-
-
-
-
-
61,224
61,224
-
61,224
Other comprehensive income
Cash flow hedges:
Current period gains/(losses)
-
-
-
-581
-
-
-581
-
-581
Reclassification to profit or loss
-
-
-
6,850
-
-
6,850
-
6,850
Remeasurements of defined benefit pension plans
-
-
-
-
-
109
109
-
109
Exchange differences on translating foreign
operations
-
-
-
-
3
-
3
-
3
Total recognised income and expense for the
period
-
-
-
6,269
3
61,333
67,605
-
67,605
Share capital issue
27,358,350
8,207
62,104
-
-
-
-
-
70,311
Εstablishment of a subsidiary
-
-
-
-
-
-
-
20
20
Transfer between reserves and retained earnings
-
-
-
-
18,255
-18,255
-
-
-
Minorities due to purchase of interest in subsidiaries
-
-
-
-
-
-
-
-1
-1
Balance at 31.12.2023
243,164,193
72,949
368,056
-581
138,205
-82,963
425,355
19
495,685
The accompanying notes are an integral part of these Annual Financial Statements.
Statement of Changes in Equity
For the Period 1.1.2023-31.12.2023
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:
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
-10,791
-
-10,791
Capitalisation of share premium
-
10,791
-10,791
-
-
-
-
-
-
Decrease in Share capital with return of capital
to owners of the company
-
-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
The accompanying notes are an integral part of these Annual Financial Statements.
Statement of changes in equity of the Group (period 1.1 to 31.12.2023)
Statement of changes in equity of the Group (period 1.1 to 31.12.2022)
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 102
COMPANY
Number of
shares
Share
capital
Share
premium
Revaluation
reserves of
tangible assets
Other
reserves
Retained
earnings
Total
Equity
Balance at 1.1.2023
215,805,843
64,742
305,952
119,106
26,675
14,521
530,996
Profit for the period
-
-
-
-
-
40,805
40,805
Other comprehensive income
Cash flow hedges:
Current period gains/(losses)
-
-
-
-
-
-
-
Reclassification to profit or loss
-
-
-
-
-
-
-
Remeasurements of defined benefit pension plans
-
-
-
-
-
155
155
Fair value's measurement
Related parties' measurement using the fair value
method
-
-
-
99,855
-
-
99,855
Other comprehensive income after tax
-
-
-
99,855
-
40,960
140,815
Issue of share capital
27,358,350
8,207
62,104
-
-
70,311
Transfer between reserves and retained earnings
-
-
-
-
15,925
-15,925
-
Balance at 31.12.2023
243,164,193
72,949
368,056
218,961
42,600
39,556
742,122
The accompanying notes are an integral part of these Annual Financial Statements.
Statement of Changes in Equity
For the Period 1.1.2023-31.12.2023
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
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
3)
Statement of changes in equity of the Company (period 1.1 to 31.12.202
2)
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 103
Cash Flow Statement (period 1.1 to 31.12 2023 and 2022)
Notes
1.1.2020-31.12.2023
1.1.2020-31.12.2022
1.1.2020-31.12.2023
1.1.2020-31.12.2022
Cash flow from Operating Activities
Profit/(loss) before taxes
61,345
17,488
40,805
8,508
Adjustments for:
Depreciation & amortization
8.12 & 8.14
55,962
51,895
1,156
38
Provisions
1,047
395
8
-
Foreign exchange differences
8.4
46
62
2
1
Net (profit)/loss from investing activities
-21,970
-5,287
-54,887
-20,195
Interest and other financial expenses
8.5
28,949
20,234
11,068
10,082
Plus or minus for working capital changes:
Decrease/(increase) in inventories
-489
-2,293
2,686
-
Decrease/(increase) in receivables
-9,969
-21,103
-5,836
7,559
(Decrease)/increase in payables (excluding banks)
-13,807
14,306
-1,006
-757
Less:
Interest and other financial expenses paid
-27,732
-16,712
-9,765
-8,282
Taxes paid
-236
-369
-
-
Total cash inflow/(outflow) from operating activities (a)
73,146
58,616
-15,769
-3,046
Cash flow from Investing Activities
Purchase of tangible and intangible assets
8.12 & 8.14
-63,257
-37,578
-2
-
Investments in companies consolidated by the equity method
-
-3,270
-
-
Proceeds from disposal of property, plant and equipment
-
6
-
-
Share capital return from subsidiaries
-
-
4,000
26,950
Acquisition / merger of subsidiaries (less cash)
5,080
-5,780
2,914
-
Interest received
1,072
250
23
56
Dividends received
-
-
32,039
20,139
Subsidiaries share capital increase
-
-
-3,000
-50,150
Total cash inflow/(outflow) from investing activities (b)
-57,105
-46,372
35,974
-3,005
Cash flow from Financing Activities
Proceeds from borrowings
138,812
249,610
126,500
-
Repayment of borrowing
8.28
-135,575
-241,815
-102,729
-12,000
Dividends payed
-
-10,790
-
-10,790
Payments of finance lease liabilities
-4,029
-7,919
-51
-35
Minority interests acquisition
-
-
-
-
Equity return to shareholders
-
-10,791
-
-10,791
Total cash inflow/(outflow) from financing activities (c)
-792
-21,705
23,720
-33,616
Net increase/(decrease) in cash and cash equivalents
(a)+(b)+(c)
15,249
-9,461
43,925
-39,667
Cash and cash equivalents at beginning of period
87,874
97,364
5,862
45,526
Exchange differences in cash and cash equivalents
257
-29
-
3
Cash and cash equivalents at end of period
103,380
87,874
49,787
5,862
CASH FLOW STATEMENT
For the period 1.1-31.12 2022 & 2023
GROUP
COMPANY
The method used for the preparation of the above Cash Flow Statement is the Indirect Method.
Paragraph 8.25 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 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 104
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 until 22.11.2023. On 22.11.2023, by decision of the General Meeting of shareholders, article 2 (Purpose)
of the company's articles of association was amended and added the acquisition and operation of vessels and
real estate. 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 187 for the parent company and 2,297 for the Group,
while as at 31.12.2022 it was 2 and 1,596 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 243,164,193. As at 31.12.2023, the total market capitalization
of ATTICA S.A. was approximately Euro 482,681 k.
On 12.5.2023 the following transfer of shares to "STRIX HOLDINGS L.P." was completed: a. 22,241,173 shares
directly held by MARIFN INVESTMENT GROUP which corresponded to approximately 10.3061% of share capital
and b. all the shares of the 100% subsidiary "MIG SHIPPING S.A.", which owns 149,072,510 shares
corresponding to 69.0771% of the Company’s share capital. On 31.12.2023 the total investment of "STRIX
HOLDINGS L.P." in the Company stood at 86.71%.
The annual financial statements of the Group for the period ending at 31 December, 2023 were approved by the
Board of Directors on 3.4.2024 and are subject to approval by the Annual Regular General Meeting of
Shareholders.
Due to rounding there may be minor differences in some amounts.
2.
Significant accounting policies applied by the Group
2.1
Accounting policies
The key accounting policies used by the Group for the period 1.1.2023 - 31.12.2023 are the same as those used
for the preparation of the financial statements for the year ended 31.12.2022 except for the changes in the
Standards and Interpretations, effective as from 1
st
January 2023.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 105
2.2.
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.
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 2.3.
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 consistency principle,
the materiality principle and the accrual basis of accounting principle.
As at 31.12.2023, the Group has negative working capital as current liabilities exceed current assets by Euro
86.21mln. The most significant component of the current liabilities relates to the Company's common bond loan
of Euro 175mln, which is listed on the Stock Exchange and matures in 2024, for which the Company has received
a binding refinancing offer from a banking institution before 31.12.2023, with terms that are considered acceptable.
The refinancing of the borrowings is reasonably expected by the Management to be completed in following period,
which will ensure the Company’s and the Group’s going concern.
In preparing its financial statements for the period ending as at 31.12.2023, 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.
2.3.
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:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 106
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, the Management examines the following items annually, 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 an
effect on the stated assets and liabilities values, are related to the:
- Tax unaudited years of the Company, to the extent that it is possible for additional taxes and surcharges to arise
from future tax audits.
- Estimates on the recoverability of doubtful debts.
- 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 31.12.2023.
2.4.
Implementation of New Standards
2.4.1.
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 01/01/2023.
•
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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 107
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 amendments affect/ do not affect the
consolidated/ separate Financial Statements. (to be adapted in respect of every Group/Company). 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 amendments affect/ do
not affect the consolidated/ separate Financial Statements. (to be adapted in respect of every Group/Company).
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
amendments affect/ do not affect the consolidated/ separate Financial Statements. (to be adapted in respect of every
Group/Company). The above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction” (effective for annual periods starting on or after 01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for
deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies
recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising
deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption
does not apply and that companies are required to recognise deferred tax on such transactions. The amendments
affect/ do not affect the consolidated/ separate Financial Statements. (to be adapted in respect of every
Group/Company).
The above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative
Information” (effective for annual periods starting on or after 01/01/2023)
In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to
address an important issue related to temporary accounting mismatches between insurance contract liabilities
and financial assets in the comparative information presented when applying IFRS 17 “Insurance Contracts” and
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 108
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 amendments affect/ do not affect the consolidated/
separate Financial Statements. (to be adapted in respect of every Group/Company).
The above have been
adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income taxes”: International Tax Reform – Pillar Two Model Rules (effective
immediately and for annual periods starting on or after 01/01/2023)
In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 “Income Taxes”:
International Tax Reform—Pillar Two Model Rules. The amendments introduced a) a temporary exception to the
requirements to recognise and disclose information about deferred tax assets and liabilities related to Pillar Two income
taxes and b) targeted disclosure requirements for affected entities. Companies may apply the temporary exception
immediately, but disclosure requirements are required for annual periods commencing on or after 1 January 2023. The
amendments affect/ do not affect the consolidated/ separate Financial Statements. (to be adapted in respect of every
Group/Company). 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/ Company will
examine the impact of the above on its Financial Statements, though it is not expected to have any (Τo be adapted
in respect of each Group/Company. The phrase “though it is not expected to have any” shall be included only in
cases that it has been assessed and no impact is expected from the adoption of the amendment). The above
have been adopted by the European Union with effective date of 01/01/2024.
•
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual periods
starting on or after 01/01/2024)
In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities.
Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to
have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments
include: (a) specifying that an entity’s right to defer settlement must exist at the end of the reporting period; (b)
clarifying that classification is unaffected by management’s intentions or expectations about whether the entity
will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying
requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 109
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/ Company will examine the impact of the above on its Financial Statements, though it is not
expected to have any (Τo be adapted in respect of each Group/Company. The phrase “though it is not expected
to have any” shall be included only in cases that it has been assessed and no impact is expected from the adoption
of the amendment). The above have been adopted by the European Union with effective date of 01/01/2024.
2.4.2. 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.
•
Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”: Supplier
Finance Arrangements (effective for annual periods starting on or after 01/01/2024)
In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements, which
amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB issued Supplier
Finance Arrangements to require an entity to provide additional disclosures about its supplier finance arrangements.
The amendments require additional disclosures that complement the existing disclosures in these two standards. They
require entities to provide users of financial statements with information that enable them a) to assess how supplier
finance arrangements affect an entity’s liabilities and cash flows and to understand the effect of supplier finance
arrangements on an entity’s exposure to liquidity risk and how the entity might be affected if the arrangements were no
longer available to it. The amendments to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January
2024. The Group/ Company will examine the impact of the above on its Financial Statements, though it is not expected
to have any (Τo be adapted in respect of each Group/Company. The phrase “though it is
not expected to have any”
shall be included only in cases that it has been assessed and no impact is expected from the adoption of the
amendment). The above have not been adopted by the European Union.
•
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(effective for annual periods starting on or after 01/01/2025)
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The Effects
of Changes in Foreign Exchange Rates that require entities to provide more useful information in their financial
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 110
statements when a currency cannot be exchanged into another currency.
The amendments introduce a definition
of currency exchangeability and the process by which an entity should assess this exchangeability. In addition,
the amendments provide guidance on how an entity should estimate a spot exchange rate in cases where a
currency is not exchangeable and require additional disclosures in cases where an entity has estimated a spot
exchange rate due to a lack of exchangeability.
The amendments to IAS 21 are effective for accounting periods
on or after 1 January 2025. The Group/ Company will examine the impact of the above on its Financial Statements,
though it is not expected to have any (Τ
o be adapted in respect of each Group/Company. The phrase “though it
is not expected to have any” shall be included only in cases that it has been assessed and no impact is expected
from the adoption of the amendment). The above have not been adopted by the European Union.
3.
Accounting Policies
3.
1.
Significant Information on Accounting Policies
3.1.
Consolidation
3.1.1.
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.
The acquisition of subsidiaries by the Group is accounted for by using the purchase method.
Acquisition cost of a 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.
3.1.2. 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.
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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.
3.1.3.
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.
3.1.4.
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 gains or losses are recorded in equity until they are disposed of or
considered impaired. When these investments are disposed or considered impaired, gains or losses are
recognised in the income statement.
3.1.5.
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
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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 investing 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
cumulated 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
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 are eliminated unless the transaction provides evidence of an impairment of the asset
transferred. The accounting policies of associates are adjusted to be consistent with those used by the Group.
3.1.6.
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 the legal structure of the joint arrangement.
The Group recognizes in its consolidated financial statements regarding joint arrangements:
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.
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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.
3.1.7.
Tangible assets
Tangible assets are stated at acquisition cost less accumulated depreciation and any impairment loss.
Acquisition cost includes expenses that are directly attributable to the acquisition of the assets.
Subsequent costs which are incurred in order to increase the expected vessels’ revenue or extensive additions
and improvements as well as large-scale maintenance expenses are considered as a separate asset and are
depreciated up to 5 years.
The vessels’ adjustment cost 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 further 9 years.
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The residual value of the vessels according to management estimates is estimated about at 20% of the acquisition
cost while for high-speed and flying dolphins to 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.
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.
3.1.8.
Intangible Assets
3.1.8.1. Goodwill
Goodwill is the difference between the acquisition cost and the fair value of the asset and liability of the subsidiary
/ associate as at the acquisition date. At the time of 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.
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 profit or loss as a gain any difference remains after remeasurement.
3.1.8.2. Trademarks
Trademarks are recorded 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.
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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.
3.1.8.3. Software
Computer software programs are recognized at cost less accumulated amortization and any impairment loss.
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.
3.1.9.
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.
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 flow into the entity 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 Group’s vessels, in particular, when such indications exist, they are assessed for potential impairment. In such
case their recoverable amount is determined as the higher of their fair value, estimated by independent valuators, less
costs of disposal, and their value in use is estimated by calculating the expected discounted cash flows.
When for an impairment loss recognized in prior periods for an asset other than goodwill, there has been a change
in the estimates used to determine the asset’s recoverable amount since the impairment loss was recognized,
and those impairment loss indicators may no longer exist or may have been decreased, an impairment loss
reversal occurs up to the initial acquisition cost.
3.1.10.
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.
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3.1.11. 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.
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.
3.1.12. 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.
3.1.12.1.
Revenue from passengers and vehicle fares
Revenue from fares is recognised when the customer travels. Government subsidies for subsidized routes are
recognised in the relevant period and are included in “Sales”.
3.1.12.2.
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.
3.1.12.3.
Interest income
Interest income is recognised on an accrual basis using the effective interest method without offsetting any
withhold income tax.
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3.1.12.4.
Income from dividends
Dividends are recognized as income when approved from the authorized body of the company that distributes the
dividends.
3.1.12.5.
Income from chartering
Income from chartering vessels is recognized based on the accrual principle, according to the relevant contracts.
3.1.12.6.
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.
3.1.13.
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 separate 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
and by the nature of the item which is hedged.
Using cash flows hedging, 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 hedging include future transactions in the shipping fuel market, subject to changes in market prices.
The Group uses hedge accounting when at the commencement of the hedging transaction and the subsequent
use of the financial derivatives, it may also document the relationship between the hedged item and the hedging
instrument regarding the risk management and strategy of the hedging decision. Moreover, hedge accounting is
applied only when it is expected to be effective and can be reliably measured on an ongoing basis for every
reporting period.
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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, b) contingent change in the hedging ratio of the relation arising from the quantity
of the hedged item and the quantity of the hedging instrument that the Group actually uses and c) contingent
decrease in consumption arising from the decrease in sailings.
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 recognised 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.
3.1.14.
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.
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 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.
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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:
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 discounted cash flows that the Group expects to receive.
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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.
3.1.15.
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.
3.1.16.
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 the purposes of presentation of operating segments, 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) the Greek Domestic Routes, and
b) the 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.
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3.1.17.
Expenses
3.1.17.1.
Recognition of expenses
Expenses are recognized based on the accrual principle.
3.1.17.2.
Financial expenses
Financial Expenses are recognized based on the accrual principle.
3.1.17.3.
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.
3.1.18.
Employee benefits
3.1.18.1.
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.
3.1.18.2.
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 relating 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.
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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
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.
3.1.19.
Leases
3.1.19.1.
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
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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.
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.
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Lease liabilities include net present value of:
• Fixed leases (including any in-substance fixed leases)
• Variable leases, depending on the rate
• 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.
3.1.19.2.
Operating Lease
Under IFRS 16, lease payments for an operating lease are recognised 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 recognised in the income
statement of the year when the lease contract is terminated.
3.1.20.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
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Page 125
Provisions are reviewed at every financial statements preparation date.
Contingent liabilities or contingent assets are not recognised 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.
3.1.21.
Allocation of revenue and expenses
3.1.22.
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.
3.1.23.
Allocation of expenses
The Group recognizes insurance expenses and other vessels expenses in the income statement allocating them
over a twelve-month period, in order to facilitate annual allocation of such expenses.
3.1.24.
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.
3.1.25.
Profit from shipping activities
According to Law 27/1975, article 6, ship-owner companies whose vessels are carrying either the Greek flag or a
foreign flag but have established their offices in Greece under Law 89/67 are subject to taxes based on the gross
tonnage of the vessels, irrespective of profits or losses. This tax is in effect an income tax which is readjusted
according to the above law.
The payment of the aforementioned tax fulfills all obligations 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.
3.1.26.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
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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.
3.2.
Other Accounting Policies
3.2.1.
Effect of changes in foreign exchange rates
The functional currency of the Group is Euro.
Transactions in foreign currencies are translated into Euro using the exchange rate effective at the date of the
transaction.
At each Statement of Financial Position date:
a) Monetary assets are translated using the closing rate effective on that date.
b) Non-monetary assets in foreign currency, measured using historical cost, are translated applying the exchange
rate at the transaction date. At the end of each period, such assets are translated into home currency by using
the closing rate of that date.
Exchange differences arising from 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 foreign companies, whose currency is
not Euro, are directly recognized in equity.
3.2.2.
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.
3.2.3.
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
net of the related income tax, as a deduction
from the proceeds of issuance, in 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
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3.2.4.
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.
3.2.5.
Government Grants – Government Assistance
3.2.6.
Assets 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.
Government grants related to assets are recognized as deferred income and are recorded on a systematic basis
in revenue over the useful life of the asset.
3.2.6.1.
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.
4
.
Financial risk management
The main financial risks for the Group and the Company follow below.
4.1.
Financial risk factors
The Group is exposed to a series 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.
4.1.1.
Foreign currency risk
The Group’s functional currency is Euro.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
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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.
As at 31.12.2023, the Group has balances in foreign currency assets expressed in Euro 750 k in US Dollars as
well as Euro 8,660 k in Moroccan Dirham. A change of +/- 10% in Euro / Dollar exchange rate affects the income
statement and equity by +/- 68 k and a change of +/- 10% in Euro / Moroccan Dirham exchange rate affects the
income statement and equity by +/- 1,035 k
4.1.2.
Credit risk
The Group has established credit control procedures to mitigate the risk of bad receivables.
Concerning the credit risk arising from other financial assets, the Group’s exposure to credit risk, arises from
potential 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.
At the Balance Sheet date, the Group’s exposure to credit risk is limited to the financial assets analysed as follows:
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Derivatives
563
28
-
-
Cash and cash equivalents
103,380
87,874
49,787
5,862
Trade and other reseivables
132,587
112,013
15,977
75
Total
236,530
199,915
65,764
5,937
GROUP
COMPANY
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.
31.12.2023
31.12.2022
Are not in delay and are not
impaired
127,463
109,373
Are in delay and are not
impaired
< 90days
-
-
91 - 180 days
-
-
181 - 360 days
495
234
Total
127,958
109,607
The table above does not include the debit balances of vendors.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
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4.1.3.
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 term and
long term financial liabilities and the payments made.
Furthermore, the Group continuously monitors the maturity of both its receivables and payables, with the objective
of maintaining a balance between capital continuity and flexibility through the leverage of its banking
creditworthiness.
As at 31.12.2023, the Group has negative working capital as current liabilities exceed current assets by Euro
86.21mln. The most significant component of the current liabilities relates to the Company's common bond loan
of Euro 175mln, which is listed on the Stock Exchange and matures in 2024, for which the Company has received
a binding refinancing offer from a banking institution before 31.12.2023, with terms that are considered acceptable.
The refinancing of the borrowings is reasonably expected by the Management to be completed within the following
period, which will ensure the Company’s and the Group’s going concern.
The maturity of the financial liabilities as of 31.12.2023 and 31.12.2022 of the Group and the Company is analysed
as follows:
Within 6 months
6 to 12 months
1 to 5 years
more than 5 years
Total
Long-term borrowing
12,449
187,869
176,213
164,153
540,684
Liabilities relating to operating lease
agreements
2,737
6,021
9,066
-
17,824
Sort-term borrowing
18,552
11,433
-
-
29,985
Total borrowing
33,738
205,323
185,279
164,153
588,493
Trade payables
92,628
-
-
-
92,628
Other short-term / long-term liabilities
55,872
-
-
-
55,872
Derivative financial instruments
1,016
-
-
-
1,016
Total
183,254
205,323
185,279
164,153
738,009
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
GROUP
Short-term
Long-term
Short-term
Long-term
31.12.2022
31.12.2023
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 130
Within 6
months
6 to 12 months
1 to 5 years
more than 5
years
Total
Long-term borrowing
21,552
180,172
56,125
91,206
349,055
Liabilities relating to opearing lease
agreements
54
53
274
-
381
Total borrowing
21,606
180,225
56,399
91,206
349,436
Trade payables
26,461
-
-
-
26,461
Other short-term liabilities
12,745
-
-
-
12,745
Total
60,812
180,225
56,399
91,206
388,642
Within 6
months
6 to 12 months
1 to 5 years
more than 5
years
Total
Long-term borrowing
4,108
4,000
231,480
-
239,588
Liabilities relating to opearing lease
agreements
19
20
83
-
122
Total borrowing
4,127
4,020
231,563
-
239,710
Trade payables
374
-
-
-
374
Other short-term liabilities
202
-
-
-
202
Total
4,703
4,020
231,563
-
240,286
Short-term
Long-term
COMPANY
Short-term
Long-term
31.12.2023
31.12.2022
Τ
he total borrowings of the Group on 31.12.2023 amounted to Euro 588,493 k.
4.1.4.
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 8.28).
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)
-3,618
3,618
-2,959
2,959
Equity
-3,618
3,618
-2,959
2,959
Sensitivity factor
Sensitivity factor
31.12.2022
31.12.2023
4.1.5.
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.
To ensure or adjust proper capital management, following the decisions made by the authorized bodies, the Group
may modify its dividend policy, issue new shares or sell assets. No changes were made to the objectives, policies
or procedures during the years ending 31.12.2023 and 31.12.2022.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
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Page 131
The Group monitors it’s capital based on the gearing ratio. The ratio is calculated by dividing net debt 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 plus net debt.
The Group’s objective is to enhance its capital structure through prudent resource management.
The gearing ratios as of 31 December 2023 and 2022 were as follows:
4.1.6.
Fuel prices fluctuation risk
The Group, as all shipping companies, is significantly affected by the volatility of fuel prices. It is noted that the
cost of fuel and lubricants is the most significant operating cost and represents approximately 46% of Group’s
costs of sales in 2023.
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.
Increase/ (Decrease)
Effect on profit
in fuel oil prices
before taxes
+/- 10%
-/+ 19,946
-/+ 19,946
Effect on equity
The Group has hedged a part of the fuel prices fluctuation risk.
Management actively monitors the situation and takes a series of actions to reduce the operating costs of the
Group, including conducting fuel price hedging transactions for part of the estimated fuel consumption quantity by
the Group's vessels.
4.1.7.
Competition
The routes with intense competition, along which the Group operated in 2023, as well as its most significant
competitors are the following:
ROUTE
COMPETITORS
Adriatic Sea
Grimaldi
Lines
Piraeus - Cyclades
Sea Jets / Golden Star Ferries / Fast Ferries
Rafina - Cyclades
Golden Star Ferries / Fast Ferries
Piraeus - Crete
Minoan Lines
Sporades
ΑΝΕΣ FERRIES / Sea Jets
Saronic
JV SARONIC FERRIES/ AEGEAN FLYING DOLPHINS / ANES FERRIES /
ALPHA LINES
31.12.2023
31.12.2022
Total Borrowings
588,493
497,696
Less: Cash and Cash Equivalents
103,380
87,874
Net debt
485,113
409,822
Equity
495,685
357,750
Total capital employed
980,798
767,572
Gearing ratio
49%
52%
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 132
4.1.8.
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 already started this year with the definition of strategic objectives concerning reduction
of gaseous pollutant emissions, making provisions for installation of energy improvement equipment on board 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.
5.
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:
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.
5.1.
Financial derivatives
Derivative financial instruments are valued using valuation models based on observable market data.
5.2.
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 each 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 133
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 each annual reporting date of the financial statements, the Company re-
examines the business plans assumptions of its subsidiaries, based on the business plan prepared at the end of
the previous annual reporting period, in relation to subsequent financial periods.
In case the financial performance of every company during the annual period under examination 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 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 by weighting cost of
capital, cost of long-term debt and any grants.
The basic parameters determining the weighted cost of capital (WACC) are:
• Risk-free return,
• Country risk premium,
• Equity risk premium.
According to the above, the WACC was determined at 9.4%.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 134
5.3.
Other financial assets and liabilities carried at fair value
The following table presents financial assets and liabilities carried at fair value as at 31.12.2023.
Measurement of financial
instruments at fair value
31.12.2023
Level 1
Level 2
Level 3
Investments in subsidiaries
-
-
-
-
Financial assets / liabilities
-
-
Derivatives
-453
-
-453
-
Total
-453
-
-453
-
Measurement of financial
instruments at fair value
31.12.2023
Level 1
Level 2
Level 3
Investments in subsidiaries
869,714
-
-
869,714
Derivatives
-
-
-
-
Total
869,714
-
-
869,714
Measurement at fair value as at 31.12.2021
GROUP
COMPANY
Measurement at fair value as at 31.12.2021
6
.
Consolidation - Joint venture revenue agreement
6.1.1.
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 8.15 “Investments in subsidiaries”.
For all the companies of the Group, there are no changes of the method of consolidation.
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.
The following companies were included for the first time in the consolidated financial statements of the Group in
the 2023 financial year:
a) BLUE HOSPITALITY MANAGEMENT PRIVATE LIMITED COMPANY (subsidiary with 80% stake) from
24.08.2023. The company was consolidated under the full consolidation method and its contribution to the Group's
income statement, assets and liabilities was nil as it was established during the financial year and had no activity.
b) AEGEON PELAGOS SEA LINES M.C. (subsidiary with 100% stake) from 4.12.2023 due to the merge of the
parent company with ANEK SA. The company was consolidated under the full consolidation method and its
contribution to the Group's income statement, assets and liabilities was nil.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
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Page 135
c) ANEK HOLDINGS S.A. (subsidiary with 99,32% stake) from 4.12.2023 due to the merge of the parent company
with ANEK SA. The company was consolidated under the full consolidation method and its contribution to the
Group's income statement, assets and liabilities was nil as no activity.
d) LANE S.A. (subsidiary with 100% stake)
από
4.12.2023 from 4.12.2023 due to the merge of the parent company
with ANEK SA. The company was consolidated under the full consolidation method and its contribution to the
Group's income statement, assets and liabilities was nil as no activity.
e) ETANAP S.A - (associate company with 31,9% stake) from 4.12.2023 due to the merge of the parent company
with ANEK SA. The company was consolidated using the equity method and its contribution to the Group's results
for the one month it was consolidated amounts to losses of Euro 71 k.
g)
ΑΝΕΚ
LINES ITALIA S.R.L. (associate company with 49% stake) from 4.12.2023 due to the merge of the
parent company with ANEK SA. The company was consolidated using the equity method and its contribution to
the Group's results for the one month it was consolidated amounts to losses of Euro 10 k.
h) LEFKA ORI SA (associate company with direct and indirect 48,24% stake) from 4.12.2023 due to the merge
of the parent company with ANEK SA. The company was consolidated using the equity method and its contribution
to the Group's results for the one month it was consolidated amounts to losses of Euro 1 k.
i) JOINT VENTURE ANEK - SFF (subsidiary with 100% stake) from 4.12.2023 due to the merge of the parent
company with ANEK SA. The joint venture until 4.12.2023 was consolidated in accordance with the requirements
of IFRS 11 as a "Joint venture" and from 4.12.2023 is consolidated using full consolidation method.
There are no companies of the Group which have not been incorporated in the consolidated financial statements.
6.1.2
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.
Moreover, Attica Group included the investment in associates ETANAP S.A., LEFKA ORI S.A. and
ΑΝΕΚ LINES
ITALIA S.R.L.
6.2.
Agreement between ATTICA HOLDINGS S.A. and ANEK
The Group is in a joint service agreement with ANEK S.A. until 4.12.2023 with regard to the Joint Venture company
“ANEK – SUPERFAST” for the joint service of vessels of the two companies along the international routes Patras
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 136
– Igoumenitsa – Ancona, Patras – Igoumenitsa – Bari and Patras – Igoumenitsa – Venice as well as the domestic
routes Piraeus – Herakleion and Piraeus – Chania, Crete.
After the completion of the merger of ANEK by ATTICA S.A., in the joint venture participates companies of ATTICA
GROUP and the Joint Venture company is consolidated using full consolidation method.
6.3.
Business combinations
6.3.1.
Merger through absorption of ANEK LINES S.A. by ATTICA HOLDINGS S.A
At their meeting held in September 2023, the Boards of Directors of the companies ANEK LINES S.A. (the
absorbed company) and ATTICA HOLDINGS S.A. (the absorbing company) decided on the merger through
absorption of ANEK LINES S.A. by ATTICA HOLDINGS S.A.. The transformation date was set as that of
30.09.2023.
The Merger was executed in accordance with the provisions of Law 4601/2019 (in particular articles 6-21 and 30-
38), Law 4548/2018 (in particular article 17), Law 1297/1972, as currently effective, as well as Greek legislation
in general, the terms and formalities of which it is submitted. It is noted that the Competition Committee, by its
decision No. 872/2023, approved the concentration resulting from the Merger.
At its meeting held on 23.10.2023, the Board of Directors of the absorbing company further approved the Report
to the General Meeting of Shareholders provided for by article 9 of Law 4601/2019, which explains the merger
from a legal and financial points of view, and the Draft Merger Agreement (M&A), which includes the terms of the
merger in accordance with article 7 of Law 4601/2019. Similar decisions were made by the Board of Directors of
the absorbed Company at its meeting held on the same date.
On 22.11.2023, the Extraordinary General Meetings of the shareholders of the Absorbing and the Absorbed
Companies took place and approved the Draft Merger Agreement, the reports and other documents required by
the applicable legislation as well as the Merger through absorption with an increase in the share capital of ATTICA
HOLDINGS S.A.
On 04.12.2023, the decision approving the merger of ATTICA HOLDINGS S.A. with ANEK S.A. through the
absorption of the latter by the former, and the announcement by which ANEK LINES S.A. was written off from the
G.E.MI.
The merger presents a number of strategic and economic advantages for the Merging Companies.
The financial position of the absorbed company showed negative equity and negative working capital at the
company level. These events indicated the existence of material uncertainty as to the ability of the absorbed
Company to continue as a going concern. As a consequence of the above, a potential withdrawal of the Absorbed
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 137
Company from the market would have consequences for employees, suppliers, customers/carriers and, in
general, all third-party traders and the travelling public. Furthermore, the withdrawal of the absorbed Company
from the market would also mean the termination of the Joint Venture, thus jeopardizing the uninterrupted service
on the Adriatic and Crete routes currently jointly served.
The Merger led to securing third parties receivables, including employees, suppliers and third parties dealing with
the Group of the absorbed Company.
The Merger through absorption is accounted for as an acquisition of “ANEK LINES S.A.” by “ATTICA HOLDINGS
S.A.”. According to the applicable practice, the most relevant and reliable accounting practices that can be applied
in similar cases are: 1. the purchase method, and 2. the pooling of interests.
The Group's Management estimates that the application of the purchase method with recognition of the acquisition
difference directly in the Group's income statement is the method that reflects the nature of the transaction in the
clearest and most meaningful way.
The acquisition date was estimated to be 04.12.2023, the date on which the merger was approved by the G.E.MI.
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 were completed within the fiscal year 2023.
The final 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:
Fair value at the
acquisition dat
Book value
at the
acquisition
date
Tangible assets
189,300
207,513
Intangible assets
3,323
92
Other Non current assets
14,705
9,109
Inventory
2,686
2,686
Trade and other receivables
10,474
10,474
Other current assets
3,909
4,065
Cash and Cash equivalents
2,914
2,914
End of service employee benefit obligations
-1,679
-1,679
Deferred Tax Assets – Liabilities
-886
-
Loan Liabilities
-91,677
-290,289
Μακροπρόθεσμες Προβλέψεις
-786
-587
Trade and other payables
-26,541
-26,541
Other short-term liabilities
-12,606
-6,365
Net Assets
93,136
-88,608
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 138
Purchase Consideration
Fair value at the
acquisition
date
Fair value of stocks exchanged
70,311
Total amount of purchase
70,311
Less : Fair value of equity instruments exchanged
93,136
Profit from acquistion
-22,825
Fair value of the 27,358,350 shares issued, which are included in the calculation of the consideration was
determined based on the share price that on the Athens Stock Exchange on the acquisition date 4.12.2023.
The result from the acquisition is reflected in the Statement of Comprehensive Income in the item "profit from
merger of company”.
The net cash flow from the acquisition amounts to Euro 2,914k and refers to the cash equivalents of the merged company.
Adjustments upon completion of the initial accounting for the acquisition of ANEK LINES S.A.
The significant differences in the items of the consolidated Statement of Financial Position of the acquired group,
arising from the finalization of the relevant fair values, are as follows:
•
The fair values of the vessels at the acquisition date of were recognised on the basis of valuers' reports.
The total additional value amounted to Euro -18.7mln.
•
The fair values of the real estate (land and buildings) were recognized at the acquisition date on the basis
of valuers' reports. The total additional value amounted to Euro 0.5mln.
•
The fair values of investments in subsidiaries and associates were determined based on the Multiple Stock
Exchange Index and Comparable Transactions methods. The total additional value amounted to Euro 5.6mln.
•
Intangible assets of total value Euro 32mln were recognized.
ANEK brand/trade name was valued by applying
the relief-from-royalty method. The useful life was set at indefinite and will be annually reviewed for impairment.
•
Loan liabilities of total value Euro 198.3 million were derecognized due to the agreement to purchase
ANEK loans from the Company for a price of Euro 80 million.
•
A deferred tax obligation relating to ANEK brand name and real estate was recognized at the amount of
Euro 0.88mln.
•
Financial assets totaling Euro 0.2 million were derecognized.
•
Provisions and other liabilities relating to liabilities that should have been realized were recognized at the
amount of Euro 6.2mln.
•
Additional provisions for litigation and other cases were recognized for a total amount of Euro 0.2mln.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 139
Contribution of ANEK LINES S.A. to the Group's Profit and Loss
The acquisition of ANEK LINES S.A. on 04.12.2023 led to an increase in the Group's assets, liabilities and net
profit after tax of Euro 227,678k (18% of the Group's total assets), Euro 134,543k (18% of the Group's total
liabilities) and a loss of Euro 1,198k (-0,02% of the Group's net profit after tax) respectively.
If the acquisition had taken place from January 1, 2023, consolidated turnover would have increased by Euro
172,379k, EBITDA would have increased by Euro 10,820k and consolidated profit before tax would have
decreased by Euro 11,750k. The effect should not be taken as an indication of the results that the Group will
achieve in the future on a consolidated basis.
Statement of Comprehensive Income
ATTICA GROUP
(α)
ΑΝΕΚ GROUP
(β)
Προσαρμογές (γ)
01.01-31.12.2023
Sales
588,306
173,635
-1,256
760,685
Cost of Sales
-441,799
-150,131
1,256
-590,674
Gross profit
146,507
23,504
-
170,011
Administrative expenses
-39,682
-10,986
-50,668
Distribution expenses
-37,465
-9,720
60
-47,125
Other operating income
1,061
1,008
-60
2,009
Profit / (loss) before taxes, financing
and investment activities
70,421
3,806
-
74,227
Financial results
-30,105
-17,709
-
-47,814
Share in net profit (loss) of companies
accounted for by equity method
-1,796
2,528
-
732
Profit from merger of company
22,825
-
-
22,825
Profit before Income tax
61,345
-11,375
-
49,970
Income taxes
-121
-375
-
-496
Profir for the Income tax
61,224
-11,750
-
49,474
Equity holder of company
61,224
-11,750
49,474
Operating earnings before taxes, investing
and financial results, depreciation and
amortization (EBITDA)
126,383
10,820
-
137,203
Adjustments to sales and cost of sales relate to intra-group vessel leases within the financial year 2023.
For the presentation of the results 1.1.2023 - 31.12.2023 it has been assumed that the merger took place on
1.1.2023 and the gain on the transaction remained as at 4.12.2023. It is noted that the gain on merger is a non-
recurring item in the Group's profit.
7
.
Related Party disclosures
7.1.
Intercompany transactions
The most significant 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 140
a) Blue Star Ferries Maritime S.A. & Co Joint Venture and Joint Venture ANEK – SFF co-ordinates all the ship-
owners companies of the Group, regarding the participating vessels, for a common service along the domestic
and Adriatic routes.
In particular, Blue Star Ferries Maritime S.A. & Co Joint Venture and Joint Venture ANEK – SFF 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 and Adriatic routes.
At the end of every month, the Joint Venture transfers to the ship-owning companies revenue and expenses
effective 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-owners companies, for various 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 revenue and
expenses effective 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 2023 between the parent company and its by 100% subsidiaries
are as follows:
COMPANY
Share capital
increase
Share capital
return
Dividends
SUPERFAST ONE INC
-
1,000
-
SUPERFAST TWO INC
-
1,000
2,000
ATTICA FERRIES MARITIME S.A.
-
2,000
948
SUPERFAST FERRIES SINGLE MEMBER
MARITIME S.A.
-
-
2,013
BLUE STAR FERRIES SINGLE MEMBER
MARITIME S.A.
-
-
27,078
BLUE STAR MC
ATTICA BLUE HOSPITALITY SINGLE S.A.
3,000
-
-
TOTAL
3,000
4,000
32,039
The intercompany sales of the ATTICA GROUP S.A. amounts Euro 1,560k relating to chartering of vessels to the
100% subsidiary BLUE STAR FERRIES SINGLE M.S.A.
The intercompany balances between the Group’s subsidiaries are written-off in the Consolidated financial
Statements.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 141
7.1.1.
Intercompany transactions between Attica Holdings S.A. and other related companies
GROUP
COMPANY
GROUP
COMPANY
Sales
3,715
-
1,827
-
Purchases
5,273
1,413
8,040
1,882
Receivables
15,880
-
56,756
1,231
Payables
2,380
-
183,193
49,438
Other Related Companies
Other Related Companies
31.12.2023
31.12.2022
Other related Companies include transactions with MIG HOLDINGS S.A. group Companies and with the Piraeus
Group until 12.05.2023 where the shareholding relationship with the above Groups was terminated. Transactions
with the affiliated company AFRICA MOROCCO LINKS are also included.
The intercompany transactions with Piraeus Bank Group refer to interest income, bank financial expenses,
deposits and borrowings.
7.2.
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.
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.
-
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 and participates in the companies
LKP PCC, MELISSOKOMIKI MYK PC, MNAE ADVISORY, OUT OF THE BLUE PCC & PANVISION PCC.
-
Mr. Panagiotis Dikaios has no other professional commitments, apart from those related to the Company and
its subsidiaries.
-
Mr. Ilias Trigkas participates in the
the companies OWL CAPITAL PARTNERS GM PCC, OIKOS FUND
MANAGEMENT MUTUAL FUNDS S.A. and 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, MG EQUITY PARTNERS LTD, OIKOS FUND
MANAGEMENT S.A., BULFINA EAD, VARNA ASSET MANAGEMENT EOOD.
-
Mr. Ioannis Voyatzis participates in the company OWL CAPITAL PARTNERS with 50% and also participates
in the Board of Directors of TRASTOR, EUROMEDICA, ETVA VI.PE., MG Equity Partners Limited, PICAR,
EUROAK, EUROTERRA, REBIKAT, Strix Asset Management Ltd, Strix Holdings (GP) Ltd, Thriasio Logistics
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 142
Centre S.A., Fabrika secera Sajkaska d.o.o. (Serbia), Crvenka Fabrika secera d.o.o. (Serbia), OIKOS
MUTUAL FUND MANAGEMENT S.A.
-
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. He also participates in the companies RENEWABLE
ENERGY SOURCE STORAGE SERVICES PCC
και
ENERGY STORAGE TECHNOLOGIES PCC.
-
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.
7.3.
Guarantees
The parent company has provided guarantees to the lending banks for repayment of loans of the Group’s vessels
amounting to Euro 216,152 k.
7.4.
Board of Directors and Executive Directors’ Fees
The Board of Directors and Executive Directors’ Fees include gross salaries, fees, social security costs and related
expenses and stood at Euro 3.2mln in 2023 (3.4mln in 2022).
Additionally, for the fiscal year 2023, an amount of Euro 0.04mln (compared to Euro 0.06mln for the fiscal year
2022) related to provisions for post-retirement benefits, the early termination of which was decided at the Ordinary
General Meeting on September 26, 2023.
8
.
Notes to the Financial Statements for the period
1.1.202
3-
31.12.202
3
8.1.
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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 143
The Group’s vessels provide transportation services to passengers and private vehicles, which constitute mainly
the touristic sales, and to freight.
The touristic 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 1.1.2023 – 31.12.2023 are as follows:
GROUP
Geographical Segment
Domestic
Routes
International
Routes
Other*
Total
Income elements
Fares
401,352
165,598
-
566,950
On-board Sales
11,317
8,376
-
19,693
Hotel Sales
-
-
1,663
1,663
Total Revenue
412,669
173,974
1,663
588,306
Operating Expenses
-311,356
-128,744
-1,699
-441,799
Administration & Distribution Expenses
-53,231
-22,936
-980
-77,147
Other revenue / expenses
760
301
-
1,061
Earnings before taxes, investing and financial results
48,842
22,595
-1,016
70,421
Financial results
-22,255
-7,303
-547
-30,105
Profit on merger of company
-
-
22,825
22,825
Share in net profit (loss) of companies accounted for
by the equity method
-
-1,796
-1,796
Earnings before taxes, investing and financial results,
depreciation and amortization
67,094
59,689
-400
126,383
Profit/Loss before Taxes
26,587
15,292
19,466
61,345
Income taxes
-172
-87
138
-121
Profit/Loss after Taxes
26,415
15,205
19,604
61,224
Customer geographic distribution
Greece
530,240
Europe
52,608
Third countries
5,458
Total
588,306
1.1-31.12.2023
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 144
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
* The column "Other" includes the hotels and items that can not be allocated.
Revenue from domestic fares include grants received for domestic Public Service routes of the competent Ministry
for the execution of the minimum required routes to facilitate the uninterrupted provision of services totalling Euro
44,982 k for the period 1.1.2023-31.12.2023 and Euro 34,126 k for the period 1.1.2022-31.12.2022.
For 2023, the operating segment "International Routes” includes revenue from vessel chartering, amounting to
Euro 7.5mln compared to Euro 9.2mln in 2022. Moreover, the operating segment "Domestic Routes” includes
revenue from vessel chartering, amounting to Euro 0.5mln.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 145
GROUP
Geographical Segment
Domestic
Routes
International
Routes
Other
Total
Assets and liabilities figures
Tangible assets' Book Value at 1.1
439,543
221,618
26,881
688,042
Reclassifications between segments
44,127
-44,243
115
-
Additions from merger of company
63,700
117,600
14,216
195,516
Additions
39,705
18,577
1,865
60,147
Depreciation from merger of company
-
-
-6,214
-6,214
Depreciation for the Period
-39,423
-13,332
-1,728
-54,483
Total Net Fixed Assets
547,652
300,220
35,135
883,008
Long-term and Short-term liabilities
140,861
440,342
7,290
588,493
*
The column "Other" includes the parent company and items that can not be allocated.
1.1-31.12.2023
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
Reconciliation of the Group’s Total Assets and Total Liabilities as at 31.12.2023 and 31.12.2022
31.12.2023
31.12.2022
Net Book Value of Tangible Assets
Euro
883,008
688,042
Unallocated Assets
Euro
362,667
291,707
Total Assets
Euro
1,245,675
979,749
Long-term and Short-term liabilities
Euro
588,493
497,696
Unallocated Liabilities
Euro
161,497
124,303
Total Liabilities
Euro
749,990
621,999
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.
8.2.
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, 2023 and 2022 is as follows.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 146
Cost of
sales
Administrative
expenses
Distribution
expenses
Total
Cost of sales
Administrative
expenses
Distribution
expenses
Total
Retirement benefits, Wages and Other
employee benefits
91,288
26,953
-
118,241
814
460
-
1,274
Inventory cost
1,191
-
-
1,191
6
-
-
6
Tangible Assets depreciation
49,548
626
-
50,174
1,047
78
-
1,125
Intangible Assets depreciation
-
1,479
-
1,479
-
-
-
-
Right of use depreciation
3,816
493
-
4,309
-
42
-
42
Third party expenses
-
3,592
-
3,592
-
884
-
884
Third party benefits
132
398
-
530
-
6
-
6
Telecommunication Expenses
7
317
-
324
-
-
-
-
Operating leases rentals
51
111
-
162
-
5
-
5
Taxes & Duties
-
222
-
222
-
77
-
77
Fuels - Lubricant
205,254
-
-
205,254
-
-
-
-
Provisions
-
-
829
829
-
-
-
-
Insurance
10,289
511
-
10,800
306
459
-
765
Repairs and maintenance
50,143
3,024
-
53,167
10
16
-
26
Other advertising and promotion expenses
-
-
6,196
6,196
-
-
9
9
Sales commission
-
-
30,440
30,440
-
-
1
1
Port expenses
19,097
-
-
19,097
1
-
-
1
Other expenses
3,144
1,547
-
4,691
-
348
-
348
Donations
-
32
-
32
-
-
-
-
Transportation expenses
1
167
-
168
-
1
-
1
Consumables
7,838
210
-
8,048
-
2
-
2
Total
441,799
39,682
37,465
518,946
2,184
2,378
10 4,572
GROUP
31.12.2023
COMPANY
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
The effect of fuel prices fluctuation on the Group’s Income Statement as well as risk management are presented
in Note 4.1.6.
For the fiscal year ended December 31, 2023, the Group's administrative expenses include statutory auditors'
fees of Euro 65 k relating to non - audit services.
8.3.
Other operating income
Breakdown of other operating income per income category as presented in the Income Statement for the years
ended 31.12.2023 and 31.12.2023 is as follows.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 147
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Grants
391
2,526
-
-
Compensations
-
1,523
-
-
Income from services provided
112
135
-
-
Other income
558
366
-
128
Total other opeating income
1,061
4,550
-
128
GROUP
COMPANY
8.4.
Other financial results
“Other Financial Results” account includes the following categories.
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Results from derivatives (fuels)
-1,974
26,646
-
-
Foreign exchange gains
206
740
-
-
Foreign exchange losses
-252
-802
-1
-1
Other financial results
-165
-132
-
-55
Total other financial results
-2,185
26,452
-1
-56
GROUP
COMPANY
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 2023.
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 2023 are short-term and the type of contracts used is
mainly SWAPS. The accounting treatment of derivatives is analyzed in paragraph 3.1.13. Receivables and
liabilities arising from derivatives are presented separately in the Statement of Financial Position in paragraph
8.24.
Foreign exchange differences were created mainly due to the valuation, of cash balances, receivables and
liabilities as of 31.12.2023.
8.5.
Financial expenses
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Interest expenses from long-term loans
426
324
-
297
Interest expenses from short-term loans
431
221
431
-
Interest expenses from bonds
22,551
17,475
10,006
9,534
Interest expenses from finance leases
397
547
-
-
Interest expense of rights of use
108
138
7
8
Interest expenses from factoring
355
186
182
-
Total interest expenses from loans
24,268
18,891
10,626
9,839
Charge from retirement employee benefits
43
9
6
-
Commission for guaranties
120
114
19
44
Other interest related expenses
4,561
1,229
422
200
Total financial expenses
28,992
20,243
11,073
10,083
GROUP
COMPANY
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 148
8.6.
Financial income
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Bank interest
916
59
22
55
Other interest related incomes
156
191
-
-
Total financial income
1,072
250
22
55
GROUP
COMPANY
8.7.
Income from dividends
The parent company recorded income from dividends amounting to Euro 32,039 k arising from its 100%
subsidiaries SUPERFAST FERRIES SINGLE MARITIME S.A., SUPERAFAST TWO INC., BLUE STAR FERRIES
SINGLE MARITIME S.A. and
ATTICA FERRIES SINGLE MARITIME S.A.
8.8.
Profit from merger of company
The parent company merged through the absorption of "ANEK". As a result of the merger, a negative goodwill
arose between the fair value of the net assets acquired and the acquisition price of Euro 22,825k (See note 6.3).
8.9.
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” mainly includes loses
of Euro 1,714 k, which refers to Attica Group’s share in AFRICA MOROCCO LINCS SA (AML) results.
8.10.
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.
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Tax according to Law 27/75
199
230
-
-
Income tax - Other taxes
60
26
-
-
Defferred Assets
-138
179
-
-
Total
121
435
-
-
GROUP
COMPANY
A comparison between the annual tax rates is not possible, because, as already stated in Note 3.1.25, 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, 2023 stands at 22%.
The Group’s parent company and subsidiaries unaudited fiscal years are presented in the table recorded in Note
8.15 “Investments in subsidiaries”.
ATTICA Group companies have made provisions of Euro 291 k for the unaudited fiscal years.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 149
The parent company has made provisions of Euro 148 k.
The Group’s subsidiaries based in 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 2022. Tax compliance report for the year 2023 will be
finalized within October 2024.
For the fiscal years 2011 until 2022, 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 been finalized.
The Company’s Management estimates that, in potential future audits by the tax authorities, provided that they
will be conducted, no additional tax differences will arise with significant effect on the financial statements.
For the fiscal year 2023, the special audit for receiving the Tax Compliance Report is in progress and it is not
expected that upon its completion, differences will arise that will substantially differentiate the tax obligations
presented in the financial statements.
In respect of Attica Group companies, domiciled outside the 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.
8.11.
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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 150
1.1-31.12.2023
1.1-31.12.2022
1.1-31.12.2023
1.1-31.12.2022
Profit / (loss) attributable to shareholders of the parent
company
61,224
17,053
40,805
8,508
The weighted average number of ordinary shares
217,829,611
215,805,843
217,829,611
215,805,843
Earnings per share - basic (in Euro)
0.2811
0.0790
0.1873
0.0394
GROUP
COMPANY
8.12.
Tangible assets
The vessels of the Group have been mortgaged as security of the long-term borrowings for the amount of Euro
949,769 k.
The depreciation analysis is presented in the following table.
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Vessels depreciation
52,755
49,095
1,047
-
Other tangible and intangible
assets depreciation
3,207
2,800
109
38
Total
55,962
51,895
1,156
38
GROUP
COMPANY
GROUP
TANGIBLE ASSETS
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
Disposals
Reclassifications
10,649
-
-
-
-
-10,649
-
Accumulated depreciations 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
Vessels
Land
Buildings
Vehicles
Furniture &
Fittings
Construction in
progress
Total
Βook value at 1.1.2023
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 1.1.2023
660,920
5,235
21,229
112
354
191
688,042
Additions
58,282
206
180
12
198
1,269
60,147
Additions from merger of company
181,300
1,620
10,368
90
2,138
-
195,516
Accumulated depreciationsfrom merger
of company
-
-
-4,016
-81
-2,117
-
-6,214
Depreciation charge
-52,755
-
-1,505
-46
-177
-
-54,483
Cost of valuation at 31.12.2023
1,534,900
7,061
38,655
1,021
13,568
1,460
1,596,665
Accumulated depreciation
-687,153
-
-12,399
-934
-13,172
-
-713,657
Net book value at 31.12.2023
847,747
7,061
26,256
87
396
1,460
883,008
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 151
During the financial year, the Group acquired through its subsidiaries the RoRo vessel Blue Carrier 2 (former
Clementine) from CldN Ferries NV and the highspeed vessel HIGHSPEED 3 (former BORAQ) acquired through a
public auction held in Algeciras, Spain. In the current financial year, investments were made to upgrade the energy and
environmental performance of the vessels, save fuel consuption and further digitize operations. Moreover, with the
merger of ANEK, the fair values of tangible assets were recognized at the acquisition date, based on valuers' reports.
COMPANY
TANGIBLE ASSETS
Vessels
Land
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
Vessels
Land
Buildings
Vehicles
Furniture &
Fittings
Construction in
progress
Total
Βook value at 1.1.2023
-
-
382
22
283
3
690
Accumulated depreciation
-
-
-272
-22
-283
-3
-580
Net book value at 1.1.2023
-
-
110
-
-
-
110
Additions from merger of company
181,300
1,620
10,367
90
2,138
-
195,515
Depreciation charge
-1,047
-
-109
-7
-4
-
-1,167
Τermination of lease agreement
-14,210
-
-
-
-
-
-14,210
Depreciation from merger of company
-
-
-4,016
-81
-2,117
-
-6,214
Book value at 31.12.2023
167,090
1,620
10,749
112
2,421
3
181,995
Accumulated depreciation
-1,047
-
-4,397
-110
-2,404
-3
-15,957
Net book value at 31.12.2023
166,043
1,620
6,352
2
17
-
174,034
The change is mainly due to the incorporation of ANEK's tangible assets (vessels and other fixed assets).
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 152
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
GROUP
Right-of-use tangible assets
Right-of-use
buildings -cars
Right-of-
use ships
Total
Βook value at 1.1.2023
3,364
33,708
37,072
Accumulated depreciation
-1,644
-15,969
-17,613
Net book value at 1.1.2023
1,720
17,739
19,459
Additions
-
5,359
5,359
Additions from merger of company
251
14,210
14,461
Depreciation charge
-493
-3,816
-4,309
Book value at 31.12.2023
3,615
53,277
56,892
Accumulated depreciation
-2,137
-19,785
-21,922
Net book value at 31.12.2023
1,478
33,492
34,970
COMPANY
Right-of-use
buildings
Βook value at 1.1.2022
256
Accumulated depreciation
-109
Net book value at 1.1.2022
147
Depreciation charge
-37
Book value at 31.12.2022
256
Accumulated depreciation
-146
Net book value at 31.12.2022
110
Right-of-use
buildings
Βook value at 1.1.2023
256
Accumulated depreciation
-146
Net book value at 1.1.2023
110
Additions from merger of company
251
Depreciation charge
-42
Book value at 31.12.2023
507
Accumulated depreciation
-188
Net book value at 31.12.2023
319
Finance lease liabilities are presented in paragraph 8.28 "Long-Term and Short-Term Loan Liabilities".
8.13.
Goodwill
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 153
As at 31.12.2023, 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 31.12.2023, 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, number of 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 estimates of 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 by 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.
• Weighted average cost of capital (WACC):
WACC method 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
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 154
flows of business plans are determined in euro, risk-free return 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 9.4%.
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 analyzed the sensitivity of the recoverable amounts per operating segment in relation to a change
of 0.5% to the basic assumption of the discount rate. The analysis has not indicated that an impairment loss can
arise.
8.14.
Intangible Assets
Intangible assets include trademarks and computer software analyzed as follows:
GROUP
Intangible assets
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 31.12.2022
5,898
22,442
28,340
Accumulated depreciation
-153
-16,529
-16,682
Net book value at 31.12.2022
5,745
5,913
11,658
Trademarks
Computer
Software
Total
Βook value at 1.1.2023
5,898
22,442
28,340
Accumulated depreciation
-153
-16,529
-16,682
Net book value at 1.1.2023
5,745
5,913
11,658
Additions
-
3,110
3,110
Additions from merger of company
3,230
2,371
5,601
Acquisitions through business
combinations
-
878
878
Other movements
-2
41
39
Accumulated depreciations from
merger of company
-1
-2,268
-2,269
Accumulated depreciations of
acquisitions through business
combinations
-568
-568
Depreciation charge
-
-1,478
-1,478
Book value at 31.12.2023
9,128
28,842
37,968
Accumulated depreciation
-156
-20,843
-20,997
Net book value at 31.12.2023
8,972
7,999
16,971
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 155
COMPANY
Intangible assets
Trademarks
Computer
Software
Total
Βook value at 1.1.2022
153
142
295
Accumulated depreciation
-153
-142
-295
Net book value at 1.1.2022
-
-
-
Additions
-
-
-
Depreciation charge
-
-
-
Book value at 31.12.2022
153
142
295
Accumulated depreciation
-153
-142
-295
Net book value at 31.12.2022
-
-
-
Trademarks
Computer
Software
Total
Βook value at 1.1.2023
153
142
295
Accumulated depreciation
-153
-142
-295
Net book value at 1.1.2023
-
-
-
Additions from merger of company
3,230
2,371
5,601
Accumulated depreciations of
acquisitions through business
combinations
-
-2,268
-2,268
Book value at 31.12.2023
3,383
2,513
5,896
Accumulated depreciation
-153
-2,410
-2,563
Net book value at 31.12.2023
3,230
103
3,333
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.
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 31.12.2023, no need for impairment arose following the review of trademarks value.
c) On 4.12.2023, following the merger with ANEK, the trademark of ANEK was recoignised based on the Relief
from Royalty method and amounted to Euro 3,230 k.
d) The software programs recognised at fair value, based on appraiser’s report, following the ANEK merger.
Trademark impairment test
On 31.12.2023 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 31.12.2023, 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 8.13 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.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 156
8.15.
Investments in subsidiaries
The parent company measures its investments at fair value (see Note 5.2).
COMPANY
Initial Cost at 1.1.2022
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
Initial Cost at 1.1.2023
762,247
Acquisitions
Acquisitions/Increase in share capital of
subsidiaries
3,000
Disposals/Decrease in share capital of
subsidiaries
-4,000
Other movements
8,612
Profit from adjustments added to Net Equity
99,855
Value at 31.12.2023
869,714
Information regarding Share Capital increases/decreases which were paid during the year is presented in Note 7.1.
The following table presents investments in subsidiaries.
Investments in subsidiaries
The parent company participated, directly and indirectly, by 100% in its subsidiaries. The nature of 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”.
On 31.08.2023, the merger through absorption of the subsidiaries of ATTICA BLUE HOSPITALITY GROUP
SINGLE PERSON S.A. (the absorbing company), with the companies NAXOS RESORT BEACH HOTEL SINGLE
PERSON S.A. and TINOS BEACH HOTEL SINGLE PERSON S.A. (the absorbed companies) was approved. The
merger was carried out in accordance with Law 4172/2013 and there was no effect at the consolidated level as
the fully owned subsidiaries were consolidated using the full consolidation method.
All the companies are consolidated under the full consolidation method.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 157
Subsidiary
Carrying
amount
Direct
Shareholding
%
Indirect
Shareholding
%
Country
Nature of
Relationship
Consolidation
Method
Unaudited fiscal
years
Audited fiscal
years**
NORDIA MC.
10,577
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
SUPERFAST FERRIES S.A.
15,819
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
-
SUPERFAST ENDEKA INC.**
65,472
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
2018-2022
BLUE STAR FERRIES SINGLE MEMBER
MARITIME S.A.
402,591
100.00%
-
GREECE
DIRECT
FULL
2018-2023
2018-2022
SUPERFAST ONE INC**
85,762
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
2018-2022
SUPERFAST TWO INC**
90,010
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
2018-2022
ATTICA FERRIES M.C.
-
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
BLUE STAR FERRIES MARITIME S.A. & CO
JOINT VENTURE
-
0.00%
-
GREECE
UNDER COMMON
MANAGEMENT
FULL
2018-2023
-
ATTICA FERRIES SINGLE MEMBER
MARITIME S.A.
25,899
100.00%
-
GREECE
DIRECT
FULL
2018-2023
2018-2022
SUPERFAST FERRIES SINGLE MEMBER
MARITIME S.A.
34,491
100.00%
-
GREECE
DIRECT
FULL
2020-2023
2021-2022
HELLENIC SEAWAYS SINGLE MEMBER
MARITIME S.A.
106,671
100.00%
-
GREECE
DIRECT
FULL
2018-2023
2018-2022
TANGIER MARITIME INC
9
100.00%
PANAMA
DIRECT
FULL
-
-
TANGER MOROCCO MARITIME INC
7
-
100.00%
MOROCCO
INDIRECT
FULL
-
-
ATTICE NEXT GENERATION HIGHSPEED
SINGLE MEMBER MARITIME S.A.
10,292
100.00%
-
GREECE
DIRECT
FULL
2020-2023
2021
ATTICA BLUE HOSPITALITY SINGLE
MEMBER S.A.
21,317
100.00%
-
GREECE
DIRECT
FULL
2021-2023
2022
BLUE HOSPITALITY MANAGEMENT SINGLE
MEMBER P.C.
80
-
80.00%
GREECE
INDIRECT
FULL
2023
-
AEGEON PELAGOS SEA LINES M.C.
-
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
Inactive companies
SUPERFAST EPTA MC.
2
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
SUPERFAST OKTO MC.
2
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
SUPERFAST ENNEA MC.
8
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
SUPERFAST DEKA MC.
2
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
MARIN MC.
-
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
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
2018-2023
-
SUPERFAST PENTE INC.**
-
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
-
SUPERFAST EXI INC.**
-
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
-
SUPERFAST DODEKA INC.**
-
100.00%
-
LIBERIA
DIRECT
FULL
2018-2023
-
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
2018-2023
-
STRINTZIS LINES SHIPPING LTD.
22
100.00%
-
CYPRUS
DIRECT
FULL
2018-2023
-
BLUE STAR FERRIES M.C.
737
100.00%
-
GREECE
DIRECT
FULL
2018-2023
-
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
-
-

ANEK HOLDINGS SA
-
99.32%
-
GREECE
DIRECT
FULL
2018-2023
-
* Tax Compliance Report by Certified Auditors.
** Liberian companies which have a branch in Greece and the tax audit concerns the branches.
31.12.2023
For the companies ANEK S.A., NAXOS RESORT BEACH HOTEL SINGLE S.A. and TINOS BEACH HOTEL
SINGLE S.A. which were merged within 2023, the years 2018 – 2023 are tax audited by the statutory auditor.
On 31.12.2023, financial years until 31.12.2017 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.
Regarding the Group companies that are tax audited by the statutory auditor, they received an unqualified Tax
Compliance Report for the year 2023.
8.16.
Investments in Associates and Joint Ventures
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 158
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 which stands
at Euro 9,066 k.
In addition, in 2023, following the merger of ANEK, the Group incorporated the affiliated companies ETANAP
S.A., LEFKA ORI S.A. and ANEK LINES ITALY S.R.L. against a total amount of Euro 14.585 k.
8.17.
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 1,240 k and long-term finance
lease receivables ammounted to Euro 6,337 k.
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
Minimum receipts
Present value
Within 1year
1,372
1,240
Between 2-5 years
6,604
6,337
More than five years
-
-
7,976
7,577
Less: Finance charges
-399
-
Minimum payments' current value
7,577
7,577
31.12.2023
GROUP
8.18.
Other Non-current Assets
Other Non-current Assets are as follows:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 159
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Guarrantees
1,336
1,298
47
8
Other long term receivables
1,231
5,002
-
-
Net Book Value
2,567
6,300
47
8
GROUP
COMPANY
Other Non-current Assets includes guarantees given against office leases and utility companies such as P.P.C.
(Public Power Corporation) and H.T.O. (Hellenic Telecommunications Organization), EKO, etc.
Other Non-current Assets includes grants amounted to Euro 540 k. which are in the process of being collected by
the competent authorities.
The change is mainly due to the Group's reveivables from AML which will be settled within the next fiscal year
and were reclassified to Other Current Assets.
8.19.
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.
Balance as of 1.1.2023
(Debit)/Credit to P&L
Acquisitions of subsidiaries
Balance as of 31.12.2023
Defferred Assets/(Liabilities)
Tangible assets
-1,263
-
-710
-1,973
Intangible assets
-4,059
138
-176
-4,097
Defferred Liabilities
-5,322
138
-886
-6,070
Defferred Assets/(Liabilities)
-5,322
138
-886
-6,070
GROUP
The basic tax rate for Societe Anonyme in Greece for the fiscal year ending as at 31 December 2023 is 22%
according to Law 4799/2021.
The change in deferred tax liabilities is mainly due to the merger of the ANEK (see paragraph 6.3).
It is not feasible to compare the annual tax rates since, as already stated in note 3.1.25, the income tax depends
on the amount of non-shipping revenues.
8.20.
Inventory
“Inventory” item includes the following categories:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 160
31.12.2023
31.12.2022
Merchandise
123
85
Raw materials and other consumables
2,063
1,918
Fuels and lubricant
10,381
7,388
Net book value
12,567
9,391
GROUP
No impairment applied to the aforementioned inventory.
8.21.
Trade and other receivables
“Trade and other receivables” item includes the following categories:
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Trade receivables
165,060
126,721
27,442
-
Intercompany accounts receivable
-
-
15,559
-
Notes receivable
1,224
-
1,181
-
Checks receivable
45,721
20,082
19,821
-
Less: Impairment Provisions
-84,047
-37,196
-48,655
-
Net trade receivables
127,958
109,607
15,348
-
Advances from suppliers
4,629
2,406
629
75
Total
132,587
112,013
15,977
75
GROUP
COMPANY
31.12.2023
31.12.2022
Are not in delay and are not
impaired
127,463
109,373
Are in delay and are not
impaired
< 90days
-
-
91 - 180 days
-
-
181 - 360 days
495
234
Total
127,958
109,607
The increase in "Trade and other receivables" is due to the increase in turnover and the merger of ANEK
receivables (see paragraph 6.3).
The increase in impairment provisions is due to merger of ANEK and the companies that were consolidated for
the first time an amount of Euro 46,022k, as well as additional provisions in the amount of Euro 829k.
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).
Adriatic Sea
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 161
a) Passengers and private vehicles tickets have to be settled within two months from the invoice date from the
agents based abroad and from the agents based in Greece.
b) Freight tickets have to be settled within four months from the invoice date from the agents based abroad and
from the agents based 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 4.1.2.
8.22.
Other current assets
“Other Current Assets” item includes the following categories:
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Other debtors
17,360
9,996
144
-
Short-term financial receivables from
associates
1,240
1,184
-
-
Receivables from the State
852
614
17
22
Advances and loans to personnel
512
739
75
8
Accrued income
-
64
-
-
Prepaid expenses
24,754
17,076
3,179
Receivables from insurers
6,681
7,265
-
-
Other receivables
336
265
90
-
Restricted cash
8,461
5,202
3,022
3,002
Checks in
bank
297
273
-
-
Total
60,493
42,678
6,527
3,032
Less: Impairment provisions
-7,308
-7,167
-141
-
Net receivables
53,185
35,511
6,386
3,032
GROUP
COMPANY
The item "Prepaid expenses" mainly includes the annual vessels’ dry dock and repair costs of the Group vessels.
The increase in “Other Current Assets” is mainly due to the Group's receivables from AML which will be settled
during the next financial year and have been reclassified from Non-Current Assets to Other Current Assets. The
increase in the parent company is mainly due to the merger with ANEK.
8.23.
Financial assets measured at fair value through P&L
Financial assets measured at fair value through P&L include shares of listed company on the A.S.E. amounted
to 81 k.
8.24.
Financial derivatives
The Group is hedging part of the risk exposure related to changes in fuel price.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 162
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 2023, 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
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) contingent
decrease in consumption due to route reductions. The effect of hedging instruments on the Statement of Financial
Position as at 31.12.2023 and 31.12.2022 is as follows:
31.12.2023
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
51,033
-581
Short term liabilities /
Derivatives
-581
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
In 2023 no case of inefficiency occurred related to hedging contracts.
The effect of the hedging instruments on the Statement of Comprehensive Income as at 31.12.2023 relates to a
change in fair value recognized in other comprehensive income amounting to Euro -581 k and reclassification
from other comprehensive income amounting to Euro 6,850 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 42,039 k, which were finalized during the year and their result stood at a loss of Euro 5,383k.
Moreover, in 2023 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 profit amounting to Euro 3,409 k.
Finally, as at 31.12.2023, the Group maintains open positions in cash flows hedging agreements of a nominal
amount of Euro 51,034 k.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 163
31.12.2023
1 - 6 months
6 - 12 months
>1 year
Total
Open Fuel Compensation Contracts
Metric tonnes (in thousand)
100.9
28.5
-
129.4
Nominal amount (amounts in
Euro thousand)
38,357
12,677
-
51,034
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
Maturity
8.25.
Cash and cash equivalents
“Cash and cash equivalents” item include the following categories
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash in hand
1,320
1,214
100
59
Cash equivalent balance in bank
46,092
86,660
4,187
5,803
Short term time deposits
55,968
-
45,500
-
Total cash and cash equivalents
103,380
87,874
49,787
5,862
Cash and cash equivalents in Euro
101,546
84,611
49,786
5,862
Cash and cash equivalents in foreign currency
1,834
3,263
1
-
Total cash and cash equivalents
103,380
87,874
49,787
5,862
GROUP
COMPANY
Cash and cash equivalents present an increase compared to 31.12.2022. Moreover the decrease is due to a)
inflows from operating activities stand at Euro 73,146k, b) outflows from investing activities of Euro 57,105k,
mainly includes investments and improvements to vessels and c) outflows from financing activities of Euro 792k.
The Parent Company
Cash and cash equivalents present an increase
compared to 31.12.2022.
Ι
n detail, the
increase is due to a) outflows from operating activities stand at Euro 15,769k, b) inflows from investing activities
of Euro 35,974k, mainly related to share capital increases and returns from 100% Group subsidiaries and inflows
from dividends received, and c) inflows from financing activities of Euro 23,720k. The Company obtained loans
amounting to Euro 126,500 thousand and made a payment of Euro 22,729 thousand to repay installments of its
long-term and short-term loans.. In addition, in the context of the merger through absorption of ANEK, an
agreement was signed between the Company, shareholders and creditors of ANEK, which included the
acquisition of ANEK's loans (common bond loan, convertible bond loan and bilateral loan) against a consideration
of Euro 80mln, which was fully repaid within the fiscal year 2023.
Regarding the risks related to cash and cash equivalents in foreign currency which are insignificant, see Note 4.1.1.
Regarding the liquidity risk analysis see Note 4.1.3, 4.1.8.
8.26.
Share Capital – Reserves
a) Share Capital
The share capital amounts to Euro 72,949 k, divided into 243,164,193 common registered shares of nominal value
Euro 0.30 per share.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 164
GROUP - COMPANY
Number of
Shares
Nominal
value
Value of
common
shares
Share
premium
Balance as of 1.1.2022
215,805,843
0.30
64,742
316,743
Capitalisation of share premium
-
10,791
-10,791
Share capital decrease with
cash payment to shareholders
-
-10,791
-
Balance as of 31.12.2022
215,805,843
0.30
64,742
305,952
Capitalisation of share premium
Share issue
- Common
27,358,350
0.30
8,207
62,104
Balance as of 31.12.2023
243,164,193
0.30
72,949
368,056
.
Following the decision of the Annual General Meeting of Shareholders held on November 22, 2023, the Company
increased its share capital by the amount of € 8,207,505 as a consequence of the acquisition of ANEK through
contributing the net assets of the absorbed company, by issuing 27,358,350 new common registered shares with
voting rights, of a nominal value of € 0.30 each, allocated to the shareholders of the absorbed company in
accordance with the exchange rate of 0.1217 new common registered shares of the Company, of nominal value
of € 0.30 each, for each one (1) old, common or preferred, registered share of the absorbed company, of nominal
value of € 0.30 each. In addition, the corresponding amendment to Article 5 “Share Capital” of the Company's
Articles of Association was approved, as well as the amendment to Article 2 “Objective”.
The fair value of the 27,358,350 shares issued and included in the calculation of the consideration was calculated
based on the price prevailing on the stock exchange on the acquisiiotn date, i.e. 04.12.2023, thus the share capital
increase resulted in a share capital of € 62.1 million.
b) Fair Value Reserves
GROUP
Cash flow hedge
Total
Balance as of 1.1.2022
3,329
3,329
Cash flow hedge
-10,179
-10,179
Balance as of 31.12.2022
-6,850
-6,850
Cash flow hedge
6,269
6,269
Balance as of 31.12.2023
-581
-581
COMPANY
Fair value reserves
Fair value reserves
Total
Balance as of 1.1.2022
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
Gains/ (losses) from valuation transferred to
equity
99,855
99,855
Balance as of 31.12.2023
218,961
218,961
Fair value reserves
c) Other Reserves
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 165
GROUP
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
Exchange differences on translation of foreign operations
-
-
-23
-23
Balance as of 31.12.2022
20,374
8,128
91,446
119,947
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2023
20,374
8,128
91,446
119,947
Transfers between reserves and retained earnings
2,755
-
-
2,755
Exchange differences on translation of foreign operations
-
-
3
3
Transfers between reserves and retained earnings from
merger of company
-
15,500
-
15,500
Balance as of 31.12.2023
23,129
23,628
91,449
138,205
COMPANY
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2022
13,876
5,388
7,267
26,531
Dividends from reserves
144
-
-
144
Balance as of 31.12.2022
14,020
5,388
7,267
26,675
Statutory
Reserve
Special
reserves
Other
reserves
Total
Balance as of 1.1.2023
14,020
5,388
7,267
26,675
Transfers between reserves and retained earnings
425
-
-
425
Transfers between reserves and retained earnings from
merger of company
-
15,500
-
15,500
Balance as of 31.12.2023
14,445
20,888
7,267
42,600
8.27.
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 2023 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:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 166
2023
2022
Discount rate
2.98%
2.80%
Inflation
2.10%
2.80%
Expected rate of salary increases
2.50%
2.50%
The analysis of the obligation is as follows:
GROUP
Accrued pension and retirement obligations
Long-term pension obligations
3,147
1,372
Total
3,147
1,372
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
1,372
1,216
Current Service cost
247
152
Interest expense
88
9
Additions from merger of company
1,550
Additions from new subsidiaries
13
-
Remeasurement - actuarial losses (gains) from
changes in financial assumptions
-109
8
Benefits paid
-122
-54
Remeasurement - actuarial losses (gains) from
changes in financial assumptions
108
41
Defined benefit obligation 31 December
3,147
1,372
The amounts recognized in the income statement are as follows:
Defined benefit plans
Defined benefit plans
Current service costs
247
152
Past service cost
-
-
Net Interest on the defined obligation
88
9
Total expenses recognized in profit or loss
335
161
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
demographic assumptions
13
-
Actuarial gains / (losses) from changes in financial
assumptions
51
-8
Actuarial gains / (losses) from changes due to
experience
45
-
Total income / (expenses) recognized in other
comprehensive income
109
-8
The effect of changes in the significant actuarial assumptions is as follows :
0.5%
-0.5%
Increase / (decrease) in the defined liability
-60
63
0.5%
-0.5%
Increase / (decrease) in the defined liability
51
-51
31.12.2022
31.12.2022
31.12.2023
Discount rate
Expected rate of salary increases
31.12.2023
31.12.2022
31.12.2023
31.12.2022
31.12.2023
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 167
COMPANY
Accrued pension and retirement obligations
31.12.2023
31.12.2022
Long-term pension obligations
1,589
52
Total
1,589
52
Changes in the present value of the defined benefit obligation are as follows:
31.12.2023
31.12.2022
Defined benefit plans (Non
financed)
Defined benefit plans
(Non financed)
Defined benefit obligation 1 January
52
48
Current service costs
91
1
Interest expense
51
-
Additions from merger of company
1,550
Remeasurement - actuarial losses (gains) from
changes in financial assumptions
-155
3
Defined benefit obligation 31 December
1,589
52
The amounts recognized in the income statement are as follows
31.12.2023
31.12.2022
Defined benefit plans
Defined benefit plans
Current service costs
91
1
Net Interest on the defined obligation
51
-
Total expenses recognized in profit or loss
142
1
The amounts recognized in other comprehensive income in the Statement of Other Comprehensive Income are :
31.12.2023
31.12.2022
Defined benefit plans (Non
financed)
Defined benefit plans
(Non financed)
Actuarial gains .(losses)
from changes in
demographic assumptions
51
-
Actuarial gains / (losses) from changes in financial
assumptions
-11
-
Actuarial gains / (losses) from changes in historical
assumptions
115
3
Total income / (expenses) recognized in other
comprehensive income
155
3
The increase of End of service employee benefit obligations is mainly due to the merger of the ANEK (see
paragraph 6.3).
8.28.
Long-term and Short-term Loan Liabilities
As at 31.12.2023 and 31.12.2023, the analysis of loan liabilities at present values is as follows:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 168
Long-term borrowings
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Obligations under finance lease
17,824
15,459
381
122
Secured Loans
1,376
14,713
-
13,108
Bonds
539,309
452,531
330,504
226,480
Other Loans
-
-
-
-
Less: Long-term loans payable in next
financial year
-209,077
-28,566
-183,280
-8,147
Total of long-term loans
349,432
454,137
147,605
231,563
Short-term dept
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Obligations under finance lease ( Long-
term loans payable in next financial
year)
8,758
3,528
107
39
Other Loans (factoring)
3,546
9,993
3,546
-
Bank Loans
26,438
5,000
15,005
-
More: Long-term loans payable in next
financial year
200,319
25,038
183,173
8,108
Total of short-term loans
239,061
43,559
201,831
8,147
GROUP
COMPANY
GROUP
Amounts in Euro
Borrowings as of 31.12.2023
Within
1year
Between 1
to 5 years
More than
five years
Total
Obligations under finance lease
8,758
9,066
-
17,824
Secured Loans
26,438
1,376
-
27,814
Bonds
200,319
174,837
164,153
539,309
Other Loans
3,546
-
-
3,546
Borrowings
239,061
185,279
164,153
588,493
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
COMPANY
Amounts in Euro
Borrowings as of 31.12.2023
Within
1year
Between 1
to 5 years
More than
five years
Total
Obligations under finance lease
107
274
-
381
Secured Loans
15,005
-
-
15,005
Bonds
183,173
56,125
91,206
330,504
Other Loans
3,546
-
-
3,546
Borrowings
201,831
56,399
91,206
349,436
Borrowings as of 31.12.2022
Within
1year
Between 1
to 5 years
More than
five years
Total
Obligations under finance lease
39
83
-
122
Secured Loans
2,108
11,000
-
13,108
Bonds
6,000
220,480
-
226,480
Borrowings
8,147
231,563
-
239,710
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 169
The Group signed loans amounting to Euro 138,812k and paid Euro 55,635k for repayment of instalments of its
long- and short-term loans. In addition, in the context of the merger through absorption of ANEK, an agreement
was signed between the Company, shareholders and creditors of ANEK, which included the acquisition of ANEK's
loans (common bond loan, convertible bond loan and bilateral loan) against a consideration of Euro 80mln, which
was repaid in 2023.
As at 31.12.2023, the Group has negative working capital as current liabilities exceed current assets by Euro
86.21mln. The most significant component of the current liabilities relates to the Company's common bond loan
of Euro 175mln, which is listed on the Stock Exchange and matures in 2024, for which the Company has received
a binding refinancing offer from a banking institution before 31.12.2023, with terms that are considered acceptable.
The refinancing of the borrowings is reasonably expected by the Management to be completed within the following
period, which will ensure the Company’s and the Group’s going concern.
The Group also has unused financing lines amounting to Euro 44.3mln.
The average interest rate of the Group in 2023 amounted to 4.91% and 3.96% in the previous year.
Changes in the Group's liabilities arising from financing activities are classified as follows:
GROUP
Long-term
borrowings
Short-term
borrowings
Factoring
Lease
liabilities
Total
31.12.2022
442,206
30,038
9,993
15,459
497,696
Cash Flows:
Repayments
-33,930
-88,500
-13,145
-4,029
-139,604
Proceeds
109,999
27,890
923
-
138,812
Non-Cash Changes:
Additions from merger of company
80,000
5,775
5,901
91,676
Fair value changes
-1,256
676
-
493
-87
Reclassifications
-176,653
176,653
-
-
-
31.12.2023
340,366
226,757
3,546
17,824
588,493
COMPANY
Long-term
borrowings
Short-term
borrowings
Factoring
Lease
liabilities
Total
31.12.2022
231,480
8,108
-
122
239,710
Cash Flows:
Repayments
-18,499
-84,000
-229
-52
-102,780
Proceeds
111,500
15,000
-
-
126,500
Non-Cash Changes:
Additions from merger of company
-
80,000
5,775
303
86,078
Fair value changes
-714
634
-
8
-72
Reclassifications
-176,436
176,436
-
-
-
31.12.2023
147,331
196,178
5,546
381
349,436
Finance leases liabilities, presented in the accompanying financial statements, are analyzed as follows:
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 170
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Short-term finance leases
8,758
3,528
107
39
Long-term finance leases
9,066
11,931
274
83
Total finance leases
17,824
15,459
381
122
Group
Company
The minimum finance lease payments, based on finance leases as well as the present value of the net minimum
lease payements as at 31 December 2023 and 31 December 2022 are as follows:
Minimum payments
Present value
Minimum payments
Present value
Within 1year
9,253
8,758
124
107
Between 2-5 years
9,565
9,066
291
274
More than five years
-
-
-
-
18,818
17,824
415
381
Less: Finance charges
-994
-
-34
-
Minimum payments' current value
17,824
17,824
381
381
31.12.2023
GROUP
COMPANY
31.12.2023
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
8.29. Long-term Provisions
The Group has made provisions amounting to Euro 2,764 k which concern legal and other cases.
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
Crew claims
Other
provisions
Total
Opening Balance as of 1.1.2023
1,441
477
1,918
Additions from merger of company
786
-
786
From acquisition of suvsidiary
60
-
60
Closing Balance as of 31.12.2023
2,287
477
2,764
Long-Term Provisions mainly include provisions for contingent liabilities arising from litigation of employees
working on the Group's vessels.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 171
8.30.
Trade and other payables
“Trade and other payables” item includes the following categories.
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Suppliers
83,305
52,694
23,945
373
Checks Payable
10
4
-
-
Customers' Advances
5,925
4,137
2,316
-
Intercompany accounts payable
-
-
186
-
Other liabilities
3,388
2,370
14
1
Total
92,628
59,205
26,461
374
GROUP
COMPANY
The increase in " Trade and other payables " is due to the merger of ANEK (see paragraph 6.3).
8.31.
Income tax payable
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Income Tax
172
86
4
-
Provision for unaudited tax years
291
148
185
20
Total
463
234
189
20
GROUP
COMPANY
8.32.
Other short-term liabilities
“Other short-term liabilities” item includes the following categories.
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Deferred income-Grants
14,932
12,544
2,106
-
Social security insurance
5,377
3,191
1,074
8
Other Tax liabilities
13,366
23,814
1,776
62
Dividends
916
916
-
-
Salaries and wages payable
4,194
2,542
33
-
Accrued expenses
15,999
2,570
7,340
28
Others Liabilities
625
252
227
84
Total
55,409
45,829
12,556
182
GROUP
COMPANY
The item "Deffered Income" includes tickets issued but not traveled until 31.12.2023.
The item "Accrued expenses" mainly includes provisions for the vessels’ operating expenses.
The increase in " Trade and other payables " of Group and Company is due to the merger of ANEK.
9.
Contingent assets and liabilities
a) Encumbrances
As mentioned in Note 8.12, mortgages amounting to Euro 949,769 k have been registered on the Group's vessels
to secure loans.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 172
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. 8.10 "Income Tax" and par. 8.15 "Investments in subsidiaries").
d) Guarantees given
The letters of guarantee given as collateral for the obligations of the Group and the Company effective on
31.12.2023 and on 31.12.2022 are as follows:
31.12.2023
31.12.2022
Guarantees
Performance letters of guarantee
2,088
1,671
Guarantees for the repayment of trade liabilities
4,532
3,851
Guarantees for the participation in various tenders
1,158
3,813
Other guarantees
16
16
Total guarantees
7,794
9,351
The parent company has guaranteed the repayment of vessel loans amounting to Euro 216,152 k.
10.
Significant Events
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 20.04.2023, the results of the mandatory public offer of “BANK OF PIRAEUS” for the acquisition of all the
common shares of "ATTICA HOLDINGS S.A."
against a consideration of Euro 1.855 in cash per share were
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 173
announced. At the end of the mandatory public offer acceptance period, “BANK OF PIRAEUS” directly and
indirectly owned a total of 171,336,382 shares and voting rights, which corresponded to approximately 79.3938%
of the total paid-up share capital and voting rights of the Company.
Based on the notification received by the Company from “Piraeus Financial Holdings S.A.”, on 12.05.2023, the
transfer to “STRIX HOLDINGS L.P.” was finalized and included: a) 22,241,173 shares corresponding to 10.3061%
of the total voting rights of the Issuer, directly owned by “MIG HOLDINGS S.A.”, and b) all the shares of its 100%
subsidiary “MIG SHIPPING S.A.”, which holds 149,072,510 shares corresponding to 69.0771% of the total voting
rights of the Company. Following the completion of the transaction, the total participation of “STRIX HOLDINGS
L.P.” in the Company amounted to 91.2%.
On 25.5.2023, “STRIX HOLDINGS L.P.” 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 30.8.2023, the results of the mandatory public offer of “STRIX HOLDINGS L.P.” for the acquisition of all the
common shares of “ATTICA HOLDINGS S.A.” against a consideration of Euro 2.64 in cash per share were
announced. At the end of the mandatory public offer acceptance period, “STRIX HOLDINGS L.P.” directly and
indirectly owned a total of 210,176,525 shares and voting rights, which corresponded to approximately 97.391%
of the total share capital and voting rights of the Company.
On 20.09.2023 and on 12.12.2023, the Company announced a significant change in the voting rights according
to the Law 3556/2007. Prior to the disclosures, Mr. MUBASHIR MUKADAM indirectly held 203,957,260 shares
and voting rights in the Company, representing 94.51% of the total voting rights of the Company. Based on the
disclosures, this percentage changed in both cases by more than 3% of the total voting rights in the Company,
initially rising to 97.52% and then falling to 86.704%. In particular:
i.
Based on the notification of 20.09.2023, Mr. MUBASHIR MUKADAM indirectly held 210,459,397 shares
and voting rights in the Company, corresponding to 97.52% of the total voting rights of the Company.
ii.
Based on the notification dated 12.12.2023, following the completion of the increase in its share capital, he
indirectly held 210,833,306 shares and voting rights in the Company, representing 86.704% of the total
voting rights of the Company.
Mr. MUBASHIR MUKADAM owns “BLANTYRE CAPITAL (CAYMAN) LTD”, a company incorporated in the
Cayman Islands, which owns, through a chain of companies, “STRIX Holdings L.P.”.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 174
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 cash. The acquisition was financed through
equity and a foreign credit institution loan. The delivery of the vessel took place in July 2023
On 12.04.2023, Attica Group announced the publication of the 14th Responsible & Sustainable Development
Report, which follows the GRI Standards (2021 edition) of the Global Reporting Initiative.
During the first half of 2023, Attica Group was included in the list of “The Most Sustainable Companies in Greece
2023” and was awarded with the SHIPPAX FAST FERRY AWARD 2023 for the AERO 1 Highspeed. It also
received 10 awards at the Tourism Awards 2023 and two awards at the ESG Shipping Awards 2023.
On 9.6.2023, Attica Group announced that, pursuant to the credit rating reassessment performed by ICAP S.A.
in line with the provisions of the Common Bond Loan issued on 26.07.2019, the Company maintained a
ΑΑ
credit
rating (low credit risk zone).
On 30.6.2023, the Company announced the resignation of Mr. Georgios Efstratiadis from the position of Vice
Chairman, Non-Executive Member of the Company's Board of Directors, as well as from the position of the
Member of the Audit Committee and the Risk Management Committee. In replacement of the position, the Board
of Directors, at its meeting held on 29.6.2023, decided to appoint Mr. Ioannis Voyatzis as a Non-Executive
Member. The Board of Directors was reconstituted into a body on 29.6.2023, 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, - Loukas K. Papazoglou, Vice Chairman, Independent Non-Executive Member, -Spyridon
Ch. Paschalis, CEO and Deputy Chairman, Executive Member, Ilias K. Trigkas, Non-Executive Member, - Ioannis
G. Voyatzis, Non-Executive Member, -Efstratios G. - I. Chatzigiannis, Independent Non-Executive Member,
Maria G. Sarri - Independent Non-Executive Member.
Following the resignation of Mr. Georgios Efstratiadis as a member of the Board of Directors and member of the
Audit Committee, in replacement of the position, the Board of Directors appointed Mr. Ioannis Voyatzis as a new
member of the Audit Committee. The Committee was reconstituted into a body on 30.6.2023, 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, - Ioannis Voyatzis, Member. Mr. Ioannis Voyatzis
was elected as a new member of the Risk Management Committee in replacement of Mr. Georgios Efstratiadis.
The Committee was reconstituted into a body on 30.6.2023, and the new composition of the Remuneration &
Nomination Committee as well as the position of every member are as follows: Loukas K. Papazoglou, Chairman,
- Kyriakos D. Mageiras, Member, - Spyridon Ch. Paschalis, Member, -
Efstratios G- I. Chatzigiannis, Member, -
Ilias K. Trigkas , Member, - Ioannis G. Voyatzis, Member.
On 4.8.2023, Attica Group announced that based on the decision No. 827/2023 of the Competition Commission
dated 3.8.2023, the Plenary of the Competition Commission unanimously approved the relevant previous
notification of the Company for the merger through absorption of “ANEK S.A.” by ATTICA HOLDINGS S.A.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 175
Following the tragic incident taking place at the port of Piraeus on 5.9.23, the Company immediately conducted
an internal investigation in order to identify the reasons why the crew members did not observe the prescribed
safety procedures. Moreover, additional measures were taken to tighten the monitoring of the compliance with
the required procedures by the appointed persons. In particular, in the weeks following the incident, additional
security measures were adopted in excess of those legally required and new training sessions were organized.
Furthermore, as part of the ongoing effort to improve the level of services provided, in line with the commitment
of the Board of Directors, an extensive and in-depth investigation has been initiated with the assistance of
independent external consultants of international reputation, regarding the assessment of the Group's operations
in relation to best practices. The investigation extends to all ships of the Group as well as land-based office
services. The findings will be utilized to implement further measures for the continuous improvement of the
Company's service quality. The aim is to ensure strict adherence to prescribed procedures and safety protocols
of the Attica Group and to enhance a safety culture at all levels. The safety of our passengers has always been
our Group's utmost priority.
On 07.09.2023, the Company announced that Mr. Spyridon Paschalis resigned from the position of CEO and
Deputy Chairman of the Company's Board of Directors.
In replacement of the position, the Board of Directors, at its meeting held on 7.9.2023, decided on appointing Mr.
Panagiotis Dikaios, the CFO of the Company, as an Executive Member. The new member will perform his duties
until the end of the term of this Board of Directors. At the same meeting, the Board of Directors was reconstituted
into a body as follows: Kyriakos D. Mageiras - Chairman, Executive Member, - Loukas K. Papazoglou, Vice
Chairman, Independent Non-Executive Member, - Panagiotis Dikaios, CEO and Deputy Chairman, Executive
Member, Ilias K. Trigkas, Non-Executive Member, - Ioannis G. Voyatzis, Non-Executive Member, - Efstratios G.
- I. Chatzigiannis, Independent Non-Executive Member, Maria G. Sarri - Independent Non-Executive Member.
Following a request submitted at the meeting of the Regular General Meeting of September 7, 2023 by a
shareholder of the Company representing more than 1/20 of its share capital, the adoption of resolutions on all
the matters mentioned in the Company's invitation of August 17, 2023 was postponed. The date of resumption of
the meeting was set for Tuesday, September 26, 2023, at 5:00 p.m.
On 14.09.2023 Attica Group informed the investors that, following its meeting, the Board of Directors decided to
recommend to the adjourned Regular General Meeting held on 26.09.2023, or to any other adjourned or
interrupted meeting, not to discuss and not to take a decision on items 12 and 13 of the Agenda of the Notice as
of 17.8.2023.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 176
On September 26, 2023, the Annual General Meeting of the Company's shareholders was held, postponed as of
September 7, 2023, which, among other things, elected a new Board of Directors, due to the expiration of the
term of the previous one, with the following members. Kyriakos Mageiras, Chairman, Executive Member; - Loukas
Papazoglou, Deputy Chairman, Independent Non-Executive Member; - Panagiotis Dikaios, CEO & Deputy
Chairman, Executive Member; - Ilias Trigkas, Non-Executive Member, - Ioannis G. Voyatzis, Non-Executive
Member, - Efstratios Chatzigiannis Independent Non-Executive Member, - and Maria Sarris, Independent Non-
Executive Member.
On 28.09.2023, the Company announced that, following a meeting of the Board of Directors held on 26.09.2023,
the members of the Audit Committee were appointed, in accordance with the provisions of Article 44 of Law
4449/2017, as amended and effective. Subsequently, the Audit Committee met and was constituted as a body.
The composition of the Audit Committee and the status of every member are as follows: Efstratios G-I.
Chatzigiannis -Chairman, Loukas K. Papazoglou - Member, Ioannis G. Voyatzis - Member. Furthermore, during
the above BoD meeting, the members of the Remuneration & Nomination Committee were appointed.
Subsequently, the Remuneration & Nomination Committee met and was constituted as a body. The composition
of the Remuneration & Nomination Committee and the membership of every member is as follows: Loukas K.
Papazoglou - Chairman, Efstratios C. I. Chatzigiannis - Member - Ilias K. Trigkas - Member. Finally, during the
aforementioned BoD meeting, the members of the Risk Management Committee were appointed, as stipulated
by the Risk Management Committee's Rules of Procedure as follows: Loukas K. Papazoglou - Chairman, Kyriakos
D. Mageiras - Member, Panagiotis G. Dikaios - Member, Efstratios C. I. Chatzigiannis - Member, Ilias K. Trigkas
- Member, Ioannis G. Voyatzis - Member.
On 23.10.2023 the Company announced that its Board of Directors at its meeting held on October, 23rd 2023
approved the Draft Merger Agreement with the absorption of "ANEK LINES S.A." ("ANEK") by the Company in
accordance with the provisions of Law 4601/2019, Law 4548/2018, Law 1297/1972, as amended, and Greek law
in general ("the Merger"). It also announced that, the Report of the Board of Directors to the General Meeting of
Shareholders as well as the Reports of the independent expert pursuant to Article 10 of Law 4601/2019 and Article
17 of Law 4548/2018 were registered in the General Commercial Registry and published on its website on
October, 23rd 2023. Finally, it informed that the required documents are available to its shareholders, on the
Company's website in the "INVESTOR CENTER" section as well as at its headquarters.
On 31.10. 2023, the Company informed the investors about the acquisition and registration in the Greek flag of
the highspeed Ro-Pax vessel HIGHSPEED 3 (formerly BORAQ), which was acquired through a public auction
held in Algeciras, Spain, by the 100% subsidiary HELLENIC SEAWAYS ("HSW"), for a total consideration of Euro
2,410,000.
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 177
The Extraordinary General Meeting held on 22.11.2023 approved all the necessary documents, as provided by
the legislation, as well as the merger through absorption from the Company of the company under the title “ANEK
LINES S.A.” and the distinctive title “ANEK” increasing its share capital in accordance with the specific provisions
of the Draft Merger Agreement. It further approved all the acts and declarations of the Board of Directors of the
Company up to that time, including the acquisition of the loans and/or receivables from the loans of ANEK. It also
approved the increase of the Company's share capital by the amount of €8,207,505 as a consequence of the
acquisition of ANEK contributing the net assets of the absorbed company by issuing 27,358.350 new common
nominal shares with voting rights, of nominal value €0.30 each, attributed to the shareholders of the acquired
company in accordance with the exchange ratio of 0.1217 new common registered shares of the Company, of
nominal value €0.30 each, for each one (1) old, common or preferred, nominal share of the acquired company, of
nominal value of €0.30 each. In addition, the corresponding amendment to Article 5 “Share Capital” of the
Company's Articles of Association was approved, as well as the amendment to Article 2 “Objective”.
On 30.11.2023 the Company announced that, as of 30.11.2023, it discloses to the investors the Exemption
Document of the same date, prepared by the Company pursuant to the Delegated Regulation (EU) 2021/528,
regarding the Merger through Absorption, in digital form on the websites of: a) the Company, and b) the Stock
Exchange, as well as in printed form, upon request, at the Company's offices.
On 04.12.2023, the Company informed the investors that, following the decision of the Ministry of Development
No. 3166897AP/04.12.2023, the merger was completed through absorption of the Company of “ANEK LINES
S.A.” (“ANEK”), in accordance with the decisions of the General Meetings of the Company and ANEK held on
22.11.2023. In the context of the aforementioned merger, the Company assumed bank liabilities amounting to
Euro 80,000,000 against ANEK's loan liabilities of a total outstanding principal balance of Euro 236,419,251.23
plus interest, which included a common bond loan, a convertible loan and a bilateral loan.
On 04.12.2023 the Company announced that, following the approval of the Athens Stock Exchange Corporate
Transactions Committee at its meeting held on 04.12.2023, the trading of 27,358,350 new common shares with
voting rights, of nominal value €0.30 each, issued due to the increase of its share capital in relation to the merger
by absorption of the company ANEK LINES S.A. by the Company. Following the above, as of 05.12.2023, the
shares of the Absorbed Company ANEK ceased to be traded on the Athens Stock Exchange.
On 12.12.2023 the Company informed the investors that, following the approval by the Athens Stock Exchange
of its application for the disposal of securities from fractional balances, pursuant to Article 7 of Law no. 4569/2018
and par. 2.3.13.2.2.2 of the Regulation of the Stock Exchange, the Company would proceed with the disposal of
12,000 common nominal shares formed by the aggregation of fractional balances as a result of the increase of
the Company's share capital due to the merger through absorption of “ANEK LINES S.A.”. These common nominal
shares (fractional balances) would be disposed during the period 22.12.2023-19.01.2024. PIRAEUS
ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR 2023
ATTICA HOLDINGS S.A., 1- 7 LYSIKRATOUS & EVRIPIDOU STR., 176 74, KALLITHEA, ATHENS
Page 178
SECURITIES S.A. was designated as the member of the Athens Stock Exchange which would perform the
disposal in accordance with the provisions of the effective legislation.
On 19.12.2023 the Company informed the investors that on December 15, 2023, a Memorandum of Cooperation
was signed between Attica Group and ONEX S.A. (ONEX), member of the ONEX Group (hereinafter referred to
as ONEX Group), which includes, inter alia, the companies operating and managing the facilities, equipment and
floating assets of Elefsina and Syros Shipyards. The Memorandum, with a ten years term, with the possibility of
extension, exclusively stipulates that the ONEX Group will carry out maintenance, refurbishment, repair, and
environmental upgrade works on the Group's existing ships at the shipyards of Elefsina and Syros, as well as the
construction of new modern vessels.
11
.
Events after the Statement of Financial Position date
On 07.03.2024 the Company announced the appointment of Mr. Dionysis Theodoratos as Deputy CEO starting
from March 1st, 2024. In his new duties, Mr. Theodoratos is responsible for the Commercial Pillar and the Maritime
Operations Pillar of the Group.
On 01.04.2024 the Group announced the agreement signature for the sale of the vessel EXPRESS SKIATHOS,
owned by a Company’s subsidiary, for a total consideration of Euro 9 million payable in cash, to the company
4NAVER SHIPHOLDING LTD. The transaction is expected to be completed with the delivery of the vessel to the
buyers within the first ten days of April 2024. The sale will result a net profit of approximately Euro 2.8 million
which will be included in the half-year results of 2024, while the Group's cash and cash equivalents will increase
by approximately by Euro 9 million.
1
2.
Dividends
The Board of Directors will propose to the Annual General Meeting of Shareholders the distribution of a dividend
from the profits of previous years and from current year profits of the parent Company of 0.07 euros per share.
Kallithea, 3 April 2024
THE CHAIRMAN
THE CHIEF EXECUTIVE
ACCOUNTING & CONTROL
OF THE BoD
OFFICER
DIRECTOR
KYRIAKOS D. MAGEIRAS
PANAGIOTIS
G. DIKAIOS
KON/NOS V. LACHANOPOULOS
I.D. No. AK 109642
I.D. No.
AK 031467
I.D.No.
ΑΒ 663685
LICENCE No 76784 CLASS A