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FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
1
TZIMA LOCATION – 194 00 KOROPI ATTICA, GREECE
General Commercial Registry No. 582101000
Annual Financial Report
for financial year 2022
(January 1st 2022
-
December 31st 2022)
According to article 4 of L. 3556/2007
And the relevant authorized and executive decisions issued by the
Board of Directors of the Hellenic Capital Market Commission
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
2
CONTENTS
CHAPTER 1:
Statements by Representatives of the Board of Directors
.......................................................
5
CHAPTER 2:
Annual Report by the Board of Directors (including the Corporate Governance Statement), for
financial year 2022
..................................................................................................................................
6
CHAPTER 3: Independent Auditor’s Report
.....................................................................................
91
CHAPTER 4: Annual Financial Statements
...............................................................................................
98
Statement of Financial Position
...........................................................................................................
99
Statement of Comprehensive Income
................................................................................................
101
Consolidated Statement of Changes in Equity
....................................................................................
102
Statement of Cash Flows
..................................................................................................................
104
1. General Information on the Company and Group
...........................................................................
105
2. Basis for the preparation of the financial statements
......................................................................
105
2.1 Adoption of New and Revised International Standards
..................................................................
106
2.2 Significant accounting judgments, estimations and assumptions
...................................................
108
3. Basic accounting principles
...........................................................................................................
110
3.1 Consolidation
.............................................................................................................................
110
3.1.1 Structure and consolidation method of companies
.....................................................................
111
3.2 Operation and presentation currency and foreign currency translation
...........................................
113
3.3 Tangible fixed assets
..................................................................................................................
113
3.4 Goodwill
....................................................................................................................................
113
3.5 Intangible assets
........................................................................................................................
114
3.6 Impairment of Assets
.................................................................................................................
114
3.7 Trade receivables and other receivables
......................................................................................
115
3.8 Inventories
................................................................................................................................
115
3.9 Cash & cash equivalents
.............................................................................................................
115
3.10 Suppliers and related liabilities
..................................................................................................
115
3.11 Financial Assets and Financial Liabilities
.....................................................................................
115
3.12
Financial Derivatives
................................................................................................................
117
3.13 Share capital
............................................................................................................................
118
3.14 Loans
......................................................................................................................................
118
3.15 Income tax (Current and deferred)
............................................................................................
118
3.16 Employee benefits
....................................................................................................................
119
3.17 Government Grants
..................................................................................................................
119
3.18 Provisions for contingent claims-liabilities
..................................................................................
119
3.19 Recognition of income
..............................................................................................................
119
3.20 Leases
.....................................................................................................................................
120
3.21 Dividend distribution
................................................................................................................
121
3.22 Earnings per Share
...................................................................................................................
121
4. Segment reporting
.......................................................................................................................
121
5. Risk Management
........................................................................................................................
122
6. Notes on the Financial Statements
................................................................................................
131
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
3
6.1 Tangible fixed assets
..................................................................................................................
131
6.2 Goodwill
....................................................................................................................................
133
6.3 Intangible assets
........................................................................................................................
134
6.4 Participations in Subsidiaries
.......................................................................................................
135
6.5 Participations in associate companies
..........................................................................................
136
Participations of the Company in associate (related) companies are analyzed as follows
. .....................
136
6.6 Other long-term receivables
........................................................................................................
136
6.7 Inventories
................................................................................................................................
137
6.8 Trade receivables
.......................................................................................................................
137
6.9 Other receivables
.......................................................................................................................
139
6.10 Cash & cash equivalents
...........................................................................................................
139
6.11 Equity
......................................................................................................................................
139
6.11.1 Share Capital and Share Premium
..........................................................................................
139
6.11.2 Reserves
...............................................................................................................................
140
6.11.3 Retained earnings
.................................................................................................................
144
6.12 Deferred tax assets and liabilities
..............................................................................................
144
6.13
Provision for staff indemnities due to retirement
.......................................................................
146
6.14
Right of Use Assets
.................................................................................................................
148
6.15 Long-term and short-term loans
................................................................................................
149
6.16 Other provisions
.......................................................................................................................
152
6.17 Suppliers and other liabilities
....................................................................................................
153
6.18 Liabilities from income tax
........................................................................................................
153
6.19 Turnover
.................................................................................................................................
154
6.20 Analysis of Expenses per category
.............................................................................................
154
6.21 Employee Benefits
....................................................................................................................
155
6.22 Other Operating Income and Expenses
......................................................................................
156
6.23 Financial Income and Expenses
.................................................................................................
156
6.24 Other Financial Results
.............................................................................................................
157
6.25 Income Tax
.............................................................................................................................
158
6.26 Contingent Receivables - Liabilities
............................................................................................
159
6.26.1 Information regarding assumed liabilities
................................................................................
159
6.26.2 Tax un-audited financial years
................................................................................................
159
6.26.3 Information regarding contingent receivables
..........................................................................
160
6.27 Current liens
............................................................................................................................
160
6.28
Auditors’ fees
..........................................................................................................................
161
6.29 Transactions with related parties
...............................................................................................
161
6.30 Earnings per share
...................................................................................................................
164
6.31 Dividends
................................................................................................................................
165
6.32 Fair value measurement
...........................................................................................................
165
6.33 Reconciliation of cash flows from financing activities
..................................................................
166
6.34
Stock Option Plan and subsequent share capital increase of the company
..................................
167
6.35 Events after the reporting date of the financial statements
.........................................................
168
CHAPTER 5 : Online availability of financial information
.........................................................................
170
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
4
APPENDIX: Report of the Audit Committee for the year 2022
.............................................................
171
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
5
CHAPTER 1:
Statements by Representatives of the Board of Directors
(According to article 4 par. 2 of L. 3556/2007, as is in effect)
1. Georgios Ginosatis of Spyridonos, resident of Koropi Attica, 6 Karaiskaki Str., Chairman of the Board of
Directors.
2. Stamatios Ginosatis of Spyridonos, resident of Koropi Attica, 204 Vas. Konstantinou Str., Deputy Chief
Executive Officer.
3. Asimina Ginosati of Dimitrios, resident of Koropi Attica, 204 Vas. Konstantinou Str., Executive Member of
the Board of Directors.
**************************
We, the following signatories, under our capacity as mentioned above, according to the stipulations by law
(article 4 par. 2, case c, of Law 3556/2007) and specifically pursuant to the relevant special decision by the
Board of Directors of the Société Anonyme Company with the name “FLEXOPACK SOCIÉTÉ ANONYME
COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” and with the distinctive title “FLEXOPACK S.A.”,
(hereinafter the
“Company”
or
“FLEXOPACK”
), hereby state and confirm that to our knowledge:
(a) The annual Financial statements of the Company for financial year 2022 (1.1.2022 - 31.12.2022),
individual and consolidated, which were prepared in accordance with the current accounting standards in
effect, accurately present the assets and liabilities, the equity and results for the period of the Company, as
well as of the companies included in the consolidation and considered aggregately as a whole, and
(b) the annual Report of the Board of Directors of the Company depicts in true manner the most significant
events occurring during the financial year 2022 (01.01.2022-31.12.2022), their effect on the annual Financial
Statements, including the description of the major risks and uncertainties which the Company faces, the
important changes taking place between the Company and its related parties (as they are defined by IAS
24), as well as the development of the activities, the performance and position of the Company and the
companies included in the consolidation regarded as a whole.
Koropi, 11 April 2023
The parties of the statement
Georgios Ginosatis
ID NO. ΑΕ 153990
Stamatios Ginosatis
ID NO. S 500301
Asimina Ginosati
ID NO. ΑΒ 243605
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
6
CHAPTER 2:
Annual Report by the Board of Directors (including the Corporate Governance
Statement), for financial year 2022
The current Annual Management Report by the Board of Directors (hereinafter for the sake of brevity the
“Report” or “Annual Report”), refers to the financial year 2022 (01.01.2022 – 31.12.2022) was prepared
and is in line with the relevant provisions of 4548/2018 "Reform of the Law of Societe Anonymes"
(Government Gazette Α΄ 104 / 13.06.2018) as it is in force today, and also with the provisions of Law
3556/2007 (Gove
rnment Gazette 91Α/30.04.2007) and especially the article 4, and with the relevant, as
stated by law, executive decisions issued by the Hellenic Capital Market Commission and specifically
Decisions No. 1/434/2007 and 8/754/14.04.2016,as the latter is in force after its amendment by the
decision with number 12A / 889 / 31.08.2020 of the Board of Directors of the Hellenic Capital Market
Commission.
The present Report includes in synopsis and in understandable, essential and comprehensive manner all sub-
sections required, according to the above regulatory framework, and depicts in clear and true manner all the
relevant by law information, so as to create an essential and in depth sum of information for the activities
during the period under consideration of the Societe Anonyme under the name “FLEXOPACK SOCIÉTÉ
ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (which in the current Report will be called
for the sake of brevity as “Company” or “FLEXOPACK”) as well as of FLEXOPACK Group.
Given the fact that the Company prepares consolidated and non-consolidated (separate) Financial Statements,
the present Report is exclusive, with however as its basic and primary reference the Company’s consolidated
financial data and those of its related companies. References to non-consolidated financial data in the following
analysis, are made in specific points deemed reasonable or necessary by the Company’s Board of Directors,
for the better understanding of the Report’s contents and also for the more effective provision of information
towards the investment community.
The subsidiaries and related companies, which are included in the consolidated Financial Statements and the
percentages of the Company's participation in these entities, are mentioned in note 3.1.1 of the annual
Financial Statements.
The present Report is included in total with the annual Financial Statements (separate and consolidated) of
the year 2022 and the other required by law information and statements in the Annual Financial Report which
concerns the financial year 2022.
The sub-sections of the Report and the content of such are as follows:
SECTION A’
Significant events of financial year 2022
The significant events that occurred during the closing financial year 2022 as well as their impact on the
annual Financial Statements have as follows:
1. Annual Ordinary General Shareholders’ Meeting of the Company
On Friday 10 June 2022, at 15:00, the Annual Ordinary General Meeting of the Company's shareholders was
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
7
held at the Company's headquarters (Koropi, Attica, Tzima location, Hephaestus Street), which was attended
in person or by a representative, by shareholders representing 9,860,378 common registered shares and
equal number of voting rights, i.e. 84.29% of the total 11,698,574 shares and equal number of voting rights
of the Company.
It is noted that for 96,450 common, registered shares the representation and voting rights had been
suspended, according to the provisions of article 50 paragraph 1 sec. A of Law 4548/2018, as own
(treasury) shares of the Company and the said shares were not calculated for the formation of a quorum.
The Annual General Meeting of the Company’s shareholders proceeded with the following decisions on the
subjects of the daily agenda.
With regard to the 1st issue
, the General Meeting unanimously approved the Annual Financial Statements
(separate and consolidated) relating to the financial year 2021 (01.01.2021 - 31.12.2021) and, in overall, the
annual Financial Report for that year, which was prepared in accordance with the provisions of the current
regulatory framework and the requirements of the European Single Electronic Format and was published by
the Company on the latter’s legally registered webpage in GEMI (General Electronic Commercial Registry)
(
http://www.flexopack.com
), and via dispatch to the website of the Organized Market where the Company’s
shares are traded (
http://www.athexgroup.gr
), as well as to the Hellenic Capital Market Commission.
With regard to the 2nd issue
, it unanimously approved the annual Management Report of the Board of
Directors, which is entirely included in the Minutes of the Company’s Board of Directors of 19
th
April 2022, as
well as the Audit Report as of 20
th
April 2022, of the Chartered Auditor-Accountant of the Company, Mr.
Manolis Michalios (SOEL Registration Number 25131), regarding the annual financial statements relating to
the financial year 2021 (01.01.2021-31.12.2021).
With regard to the 3rd issue
, for which no resolution was required, the Company submitted and
presented to the Shareholders’ Meeting, in accordance with the provisions of article 44 par. 1, section h of
Law 4449/2017, as it is valid after its amendment by the article 74, par. 4 of Law 4706/2020, the Annual
Report of the Audit Committee for the financial year 2021 (01.01.2021-31.12.2021), in order to fully,
adequately and thoroughly inform the shareholders regarding the work of the Committee during the closing
fiscal year.
With regard to the 4th issue
, the Meeting unanimously approved the allocation and distribution of the
results of the fiscal year ended 31.12.2021 and in particular approved on the one hand the formation of
the Company's ordinary and special reserves and on the other hand the distribution (payment) to the
shareholders of the Company of a total amount of 1,591,006.06 Euros (gross amount), i.e. amount of 0.136
Euros per share (gross amount) from the earnings of the closing year 2021 (01.01.2021-31.12.2021). From
the above amount, meaning the dividend paid, the proportional tax of 5% will be withheld and therefore
the total amount of the dividend settled at 0.1292 Euro per share.
It is pointed out that the
96,450 treasury shares
held by the Company were excluded from the payment
of dividends and consequently the amount of the dividend corresponding to the treasury shares increased
the above dividend of all other shares in accordance with the article 50 of Law 4548/2018.
Beneficiaries of the above dividend were appointed the shareholders of the Company registered in the files
of the Dematerialized Securities System (DSS) on
Tuesday, July 5, 2022
(record date).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
8
Dividend cut-off date was set for
Monday, July 4, 2022,
in accordance with article 5.2 of the Athens
Stock Exchange Regulations.
The payment of the dividend started on
Monday, July 11, 2022
and was carried out based on the
procedure provided by the Regulation of the Athens Stock Exchange by the paying Bank "NATIONAL BANK
OF GREECE SA".
Simultaneously with the same unanimous decision, the General Meeting of Shareholders authorized the
Board of Directors of the Company to handle any relevant issue for the proper and timely implementation
of the above-mentioned decision on the distribution (payment) of dividend.
With regard to the 5th issue
, the Meeting unanimously approved, following a voting from the
shareholders based on name, the general administration performed by the members of the Board of
Directors during the year ended on 31.12.2021 and the discharge of the Auditors of the Company from any
liability stemming from their actions and the overall management of the closing financial year of 2021
(01.01.2021-31.12.2021), and the annual financial statements of that year.
With regard to the 6th issue
, the Meeting approved unanimously and following the relevant proposal
of the Audit Committee, the election of the Auditing Firm Grant Thornton Certified Auditors and Consultants
Societe Anonyme”, registered in the Public Registry of article 14, Law 4449/2017, for the ordinary audit of
the annual and semi-annual financial statements (separate and consolidated) of the Company for the
current fiscal year 2022 (01.01.2022 - 31.12.2022).
It is noted that the above Auditing Firm will also undertake the process of issuing the annual tax certificate
and the tax compliance report of the Company for the year 2022, in accordance with the provisions of
article 65A of Law 4174/2013.
Finally, by the same unanimous decision, the Meeting authorized the Board of Directors to make a final
agreement with the above Audit Company regarding the amount of its remuneration concerning the audit
to be performed and the issuance of the tax certificate, as well as to send the written notice-mandate to
the elected Audit Company within five (5) days from the date of its election.
With regard to the 7th issue
, the General Meeting unanimously approved the remuneration, compensation
and overall benefits paid and / or granted to the members (executive and non-executive ones) of the Board
of Directors for the services provided to the Company and for their participation in the latter’s management
during the closing fiscal year 2021 (01.01.2021-31.12.2021) in accordance with the approved and effective
Remuneration Policy.
With regard to the 8th issue
, the General Meeting unanimously approved the Remuneration Policy
Report of the financial year 2021 (01.01.2021- 31.12.2021), which was prepared in accordance with the
provisions of article 112 of Law 4548/2018 and contains a comprehensive overview of the total
remuneration of the members of the Board of Directors (executive and non-executive), including the Chief
Executive and also provides explanation on the manner with which the Company implemented the
respective Remuneration Policy for the immediately preceding financial year.
With regard to the 9th issue
, the Meeting unanimously approved the remuneration, salaries,
compensations and other benefits in general, which would be paid to the members of the Board of Directors
during the current fiscal year 2022 (01.01.2022-31.12.2022), which are in harmonization and compliance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
9
with the approved and current Remuneration Policy of the Company, while with the same unanimous
decision it provided the relevant permission for advance payment of such fees to the above persons for the
period until the next Ordinary General Meeting, in accordance with the provisions of article 109 of Law
4548/2018, as in force.
With regard to the 10th issue
, the General Meeting unanimously approved the Company's share buyback
plan, in accordance with the provisions of article 49 of Law 4548/2018, as in force. In particular the Meeting
approved the purchase within a period of twenty-four (24) months from the date of this decision, i.e. until
10.06.2024, at a maximum rate of 10% of the total outstanding shares of the Company (including and already
accumulating the treasury shares that the Company already owns in the context of a previous share buyback
plan into the above percentage limit), with a purchase price range between three Euros (€3.00) per share
(minimum limit) and eight Euros (€8.00) per share (maximum limit).
Simultaneously with this unanimous decision, the General Meeting of shareholders granted the Company's
Board of Directors the relevant authorization for the proper implementation of the share buyback plan in
accordance with the provisions of the current regulatory framework.
With regard to the 11th issue
, the Meeting unanimously approved the provision of authorization, in
accordance with article 98 paragraph 1 of L. 4548/2018, to the members of the Board of Directors and the
Managers of the Company to participate in the Board of Directors or the Management of Group Companies
(existing and / or future), which pursue the same, related or similar purposes and to perform actions related
to the business objectives of the Company.
With regard to the 12th issue
, in relation to which no decision was made, the Independent Non-Executive
BoD Members' Report dated 18.05.2022 was submitted to the body of shareholders for the fiscal year of 2021
(01.01.2021-31.12.2021), in accordance with the provisions of article 9, par. 5 of Law 4706/2020, and was
read accordingly.
2. Exercise of Stock Option Plan and subsequent increase of the Company's share capital
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the Board
of Directors dated 19.12.2019, in execution of the decision of the Annual Ordinary General Meeting of the
Company's shareholders dated 29.06.2018, the Company's executives, as determined by virtue of the
relevant decision of the Board of Directors dated 09.01.2020, were invited to submit by 28.12.2021 a
statement of intention to exercise the stock options which in total corresponded to 75,000 new common,
registered shares carrying voting rights of the Company.
After exercising 75,000 stock options (i.e. the entire number of stock options) with an exercise price of 3.00
Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the Company) paid a
total amount of 225,000, 00 Euros via a bank account held in the name of the Company (Note 6.34) and
consequently the share capital of the Company was increased by 40,500.00 Euros (whereas the remaining
amount of 184,500 Euros was transferred to the share premium account emerging from the issuance of
shares above par value) via the issuance of 75,000 new common registered shares of the Company carrying
voting rights, and with nominal value of 0.54 Euros per share.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
10
More specifically:
Stock Option Plan
Number of options to be exercised
75,000
Exercise price
3.00 €
Option exercise declaration period
29.03.2022 - 20.04.2022
Payment deadline
29.03.2022 - 20.04.2022
The price of the share on 20.04.2022 amounted to 6.25 Euros.
The balance of the stock option reserve amounting to 244 thousand euros was transferred to the results
carried forward.
The Corporate Transactions Committee of the Athens Exchange, Greece, during its meeting on May 18
th
,
2022, approved the admission to trading on the organized market of the Athens Exchange of the above
75,000 new common registered shares of the Company carrying voting rights.
On May 25
th
, 2022, the trading of the aforementioned 75,000 new shares commenced on the Athens
Exchange.
The above share capital increase of the Company was certified by its Board of Directors on 06.05.2022 and
was registered in the General Commercial Registry (G.E.MI.) on 10.05.2022, through the Companies Division
(Department of Listed Companies) of Ministry of Development and Investments being the competent
Supervisory Authority.
It is noted that, following the above increase, the Company's share capital now amounts to 6,369,312.96
Euros, divided into 11,795,024 common registered shares, with a nominal value of 0.54 Euros per share
(Note 6.11.1).
The evolution of exercise of the Stock Option Plan in accordance with the Company's current Share Allocation
Programs is depicted in the following Table.
3. Share capital increase of the subsidiary "FLEXOPACK INTERNATIONAL LIMITED"
The Management of the Company proceeded to the share capital increase by an amount of 800 thousand
Euros, of the fully owned, 100%, subsidiary company "FLEXOPACK INTERNATIONAL LIMITED" based in
Larnaca, Cyprus.
This share capital increase was implemented with the aim of:
a) the further financing and share capital increase by an amount of 250 thousand Euros of the Group’s
subsidiary based in Lyon, France under the name "FLEXOPACK FRANCE" (in which the above Cypriot
subsidiary holds a percentage of 100% of the voting rights) as the latter (FLEXOPACK FRANCE) is in a phase
of significant growth in turnover and is in urgent need of financial support.
Stock Option Plan
Initial balance
Plan
Period of the
plan
Granting date
Maturity date
Exercise period
Exercise price
Options at
beginning of
year
Options
granted
Options
matured
Options subject
to performance
Options
granted but
not matured
Options subject
to retention
Plan 1
19.12.2019-
20.04.2022
09.01.2020
29.3.2022
29.3.2022-
20.4.2022
3 Euro
75,000
-
75,000
-
-
-
Plan 2
17.05.2021-
20.04.2023
24.05.2021
29.3.2023
29.3.2023-
20.04.2023
3 Euro
75,200
-
-
-
75,200
-
Total
150,200
-
75,000
-
75,200
-
During the period
Ending balance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
11
b) the further capital support, via the amount of 750 thousand Australian dollars (AUD), of the Brisbane-
based Australian subsidiary of the Group under the name "Flexopack Properties Pty Ltd". The capital was
provided in order for the latter to cover various expenses in relation to studies and issuance of respective
permits in view of the imminent construction of a new building on a privately owned land.
4. Increase of share capital of the subsidiary company "FLEXOPACK Polska"
The Extraordinary General Meeting of shareholders of the subsidiary company under the name "FLEXOPACK
POLSKA Sp. Zoo", in which the Company participates with a percentage of 100%, which took place on
25.04.2022, decided to increase its share capital by a total amount of PLN 30,000,000 (approximately
6,297,000 Euros), via the subsequent issuance of 60,000 new shares, with a nominal value of PLN 500 each
and with an offering price equal to their nominal value (without any share premium).
After the completion of the above capital increase, the share capital of the above subsidiary amounted to
PLN 57,000,000, divided into 114,000 common shares carrying voting rights, with a nominal value of PLN
500 per share.
It is noted that the Company covered the entire number of new shares resulting from the share capital
increase, and fully covered the total amount of the approved share capital increase.
Through the above share capital increase, the Company contributes capital in order to finance the subsidiary’s
investment plan with the aim of significantly increasing the production capacity of the latter and with the
objective of facilitating in a more effective manner the subsidiary’s penetration into the particular geographic
market.
5. Issuance of a Common Bond Loan with a total nominal value of 9,000,000 Euros
On June 9, 2022, a Contractual Agreement for the Coverage of a Common Bond Loan was signed through a
private placement, in accordance with the provisions of Law 4548/2018 and of Law 3156/2003, as in force,
of an amount of nine million Euros (9,000,000). The Bond Loan was fully covered by "ALPHA BANK S.A." and
has a 7-year duration, with a right towards early repayment.
"ALPHA BANK S.A." was appointed Payment Administrator and Representative of the Bondholders.
The Company used the proceeds of the above Bond Loan as follows:
(a) an amount of three million two hundred and fourteen thousand Euros (€3,214,000) for repayment /
refinancing of the Company's existing loan to "ALPHA BANK S.A." and
(b) an amount of five million seven hundred and eighty six thousand Euros (€5,786,000) for working capital
needs.
6. Participation in exhibitions
In the context of the Management’s effort to further strengthen the Group's export activity and make its
products known in the international markets, the Company participated in:
(a) IFFA 2022 Exhibition, held in Frankfurt, Germany during the period 14-19/5/2022 and
(b) PACK EXPO exhibition held in Chicago, U.S.A. during the period 23-26/10/2022.
In general, through participation in relevant international exhibitions, the aim is to increase the recognition
of the Group's products, to strengthen the Company's international network, to achieve new partnerships
and to expand the Group's presence both on a product and geographical level.
7. Issuance of tax certificate for the year 2021
The Company on October 17, 2022 pursuant to the provisions of paragraph 4.1.3.1, sect. 12 of the Athens
Exchange Regulation and article 17 of Regulation No. 596/2014 of the European Parliament and of the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
12
Council as of April 16, 2014, notified the investors’ community that, after completion of the special tax audit
for the fiscal year 2021 (tax year 2021) carried out by the statutory auditors of the Company, in accordance
with the provisions of article 65A of Law 4174/2013 as in force today, a tax certificate was issued for the
Company with a conclusion “without reservation”.
Corresponding tax certificates with conclusion “without reservation” for the fiscal year 2021 (tax year 2021)
were also issued for the associate companies "INOVA SA" and "VLACHOU BROS SA".
8. Issuance of a Common Bond Loan with a total nominal value of 12,913,202 Euros
On November 24, 2022, the Company signed a Contract for the Coverage of a Common Bond Loan, in
accordance with the provisions of Law 4548/2018 and Law 3156/2003, as applicable, with a total nominal
value of twelve million nine hundred and thirteen thousand and two hundred and two Euros (€ 12,913,202).
The above loan was covered in its entirety on November 29, 2022 as follows:
(a) on the one hand, with funds from the Recovery and Resilience Fund, by the amount of eight million
seventy thousand seven hundred and fifty one Euros (€ 8,070,751), and
(b) on the other hand, via "Eurobank Societe Anonyme" by the amount of four million eight hundred forty
two thousand and four hundred fifty one Euros (€ 4,842,451).
"Eurobank Societe Anonyme" was appointed Paying Agent and Representative of the Bondholders.
The proceeds from the above Common Bond Loan were used by the Company to cover its needs along an
envisaged investment plan. The Company was the implementing body of an eligible Investment Plan
amounting to sixteen million one hundred forty one thousand and five hundred and three euros
(€16,141,503), which falls under the Eligible Action "Extroversion" and aims at the capacity increase of the
existing production unit of flexible plastic materials (films), located in Koropi (Tzima location), County of
Attiki, Greece.
9. Sustainable Development Report.
The company's Sustainable Development Report of the year 2021, for the 3rd consecutive year, presents in
detail the Group’s strategy and performance.
The structure of the Report is based on the guidelines of the Global Reporting Initiative in accordance with
the GRI Standards, of the Athens Stock Exchange (ATHEX) and of those defined in Sustainable Development
Targets of the United Nations.
In continuation of the above and in accordance with the outcome of the regular semi-annual review of the
composition of ATHEX Stock Market Indices announced by the Athens Stock Exchange for the period May
2022 – October 2022, FLEXOPACK was included in the ATHEX ESG index.
SECTION Β΄
Major risks and uncertainties
Given its exporting activities and particularly its high extrovert strategy, the Group operates within an
intense competitive international environment. The Group’s general activities create several financial and
other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The basic risk
management policies that the Group applies during the performance of its business activity are determined
by its Management. The overall risk management plan of the Group focuses on the fluctuations of the
financial markets and aims to mitigate and also minimize the potential adverse effects of these fluctuations
on the financial performance and results of the Group as a whole.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
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The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards suppliers
and related liabilities.
The Board of Directors is responsible for the effective monitoring of the exposure to business risks and in
this context it acts with the aim of ensuring stability while at the same time facilitating the uninterrupted
continuation of operations and the development of the Company.
The Management is responsible for the implementation of the Business Risk Management System in the
daily life of the Company and the Group in broader terms.
In particular, the Management is responsible for the systematic identification and evaluation of risks that
affect business activities and in addition, oversees the formulation and timely implementation of risk
management plans. It regularly evaluates the effectiveness and the need to adjust risk management plans
to achieve optimal management.
I. Financial risks
The most common financial risks which the Group is exposed to are the following:
Α.
Exchange Rate Risk
The Group operates on a global level and realizes transactions in foreign currency, mainly: a) in U.S. dollar
(U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound (GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
currency (other than Euro) whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The foreign exchange risk that emanates from transactions in foreign currency according to the above is
hedged with the use of placements in foreign currency and foreign exchange futures, depending on the needs
each time.
The Group monitors on constant and systematic basis the movements of the above exchange rates and
the particular risk, as consequence of the broader uncertainty prevailing in the global environment, exists
and may significantly affect the results of the Group during the current year 2023.
A relevant analysis is presented in the note 5A of the annual Financial Statements, with regard to the above
effect.
Β. Credit risk
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company due
to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation of
the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with reliable
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
14
and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration and
relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary. To
the greatest possible extent, the Group continuously and systematically monitors the performance and financial
position of its customers, in order to be pro-active and to evaluate the need to take specific measures per
customer, also according to the market characteristics and difficulties where each customer operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
It is also noted that the particular risk, although existent mainly due to the war conflict in Ukraine, is
considered for the time being as relatively limited and controllable according to the historic data possessed
by the Group and in the context of the precautionary measures that have been taken and as well as the
procedures that have been established.
It is underlined that a potential credit risk exists in cash and cash equivalents as well.
The particular risk may arise from a possible inability of the collaborating financial institution to meet its
obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in relation
to each financial institution which the Group collaborates with.
A relevant analysis is presented in the note 5C of the annual Financial Statements.
C.
Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash
inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet
its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also
be noted that there are adequate unused credit lines with financial institutions in order to face any possible
shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly
seen in the domestic economy over the past years (such as debt crisis, health crisis and energy crisis among
others), has not yet appeared.
However, given the concerns about the course of the global economy mainly due to the effects of the
Ukraine-Russia war, it cannot be ruled out that this risk may affect, to a controlled and manageable degree,
the liquidity of the Group.
A relevant analysis is presented in the note 5D of the annual Financial Statements.
D.
Cash flow risk due to changes in interest rates
The Group's bank debt is denominated mainly in Euros and is linked to Euribor rate plus spread. Euribor
rates starting from the second half of the financial year 2022 have been moving upwards and therefore the
Group's operating income and cash flows are negatively affected by this trend in interest rates.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
15
A relevant analysis is presented in the note 5B of the annual Financial Statements.
ΙΙ. Other risks to which the Group is
exposed
Α. Risk arising from competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group based on the fully staffed and equipped Research and Development Department it owns, and
on the long-term presence in the sector it possesses, manages to differentiate its products from the current
competition and to present innovative diversified solutions. The quality of the Group’s produced products,
the strong recognition, and especially the brand name of the Group and the Company further contribute
towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real and
exists, and therefore it may affect the performance and results of the Group during the fiscal year 2023.
Β. Risk of reduced demand due to consumption slowdown
The Group is active in an intensive and competitive global environment. Its specialized know-how in
conjunction with the research, development and creation of new products and strong infrastructure in
production equipment, assist the Group to remain competitive as well as expand or achieve its penetration in
new markets.
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition patterns,
climate changes, a slowdown of the global economy etc.
Given that at the present time there is a significant increase in inflation and interest rates both in the
Eurozone and globally, the particular risk is assessed as significant and therefore it might affect the Group's
financial performance and financial results during the financial year of 2023.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to price volatility of raw materials that it acquires internationally. This volatility may
result from abrupt changes in oil production prices, other chemical products or other reasons.
It should be noted that during the financial year 2022 the various disruptions in transport and supply chains
that were observed by the beginning of the previous financial year 2021 continued, with the following main
characteristics:
- Shortages in some key categories of raw materials worldwide.
-Increases in the prices of raw materials in the international market.
-Significant increase in transport costs.
In this context, the Group takes all necessary measures to ensure the adequacy of raw materials.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
16
In order to reduce this risk, the Group’s inventory and commercial policy is adjusted accordingly in order
to diversify and transfer part of this risk, to the extent that this is possible and according to the current
conditions present each time as regards to competition.
Following the above, this risk in case of inability to substantially transfer the increase in the cost of raw
material prices to the price of the final product, is assessed as particularly significant and may adversely
affect the Group's results during the year 2023.
b) risk of rising electricity prices.
Electricity consumption is an important cost factor in relation to the Group's production activity. During the
current fiscal year 2022, there was a significant increase in energy costs and consequently a burden on
production costs, mainly due to the war in Ukraine, as the international prices of oil and natural gas marked
a significant appreciation, rising to unprecedented levels.
To address this particular risk and mitigate its negative consequences, the Group invests in equipment with
low electricity consumption.
It is noted that in August 2022 the Company was certified with the ISO 50001:2018 energy management
system. Its development aims at the adoption and implementation of the required procedures that will lead
to optimal energy performance.
At the present time and based on the prevailing instability and volatility, the particular risk is being assessed
by the Company's Management as particularly important as it might significantly affect the financial results
and performance of the Group in general during the fiscal year 2023.
D. Risks related to work safety
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s activities
and operations, as well as on targeting the constant training and education of the Company’s personnel is
applied on a continuous and constant basis. Moreover, broad educational programs are applied to
systematically and fully train and educate employees on workplace safety and hygiene issues. The
application of such programs is continuously reviewed by the Company’s relevant Department with the
assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles for the Group. For
this reason, the Group takes strict measures in the areas where it operates, which in several cases extend
further than those imposed by law. The Group invests in best available techniques for protecting the
environment, it closely monitors planned changes in environmental law and it ensures to take the necessary
measures in advance so as to avoid any risk of not complying with the current legislative and regulatory
framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
17
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute actively
and substantially to the efforts of both the international community and our country to combat climate
change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its obligations
in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the business
strategy of the Group through the adoption and implementation of measures to reduce its environmental
footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction of
carbon emissions which are mainly due to the consumption of electricity which is the main source of energy
of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the Group
is to enhance its long-term value through the production of technologically advanced products that meet
the most demanding international standards along with quality, safety and sustainable development
standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order
to leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent
the generation of packaging waste and the reuse, recycling and effective utilization of all materials,
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from
energy consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures
for dealing with climate change and the use of renewable energy sources along with the provision of
relevant recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
The new coronavirus SARS-CoV-2, which causes the COVID-19 pandemic and was first detected in
December 2019 in a region of China and has since spread around the world, has had extremely adverse
effects on both global and domestic economic growth.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
18
It is noted that from the first moment of the outbreak of pandemic, the Group adopted strict protocols and
procedures for health safety in accordance with the applicable regulatory framework and the relevant
guidelines of the competent authorities and thanks to the consistent observance and implementation of
these procedures managed to ensure the uninterrupted operation of all its production units as well as their
sub-departments and directorates, thus contributing to the broader national effort to deal with the
pandemic crisis.
The Management of the Group, prioritizing the protection and safety of its employees, closely monitors the
developments related to the COVID-19 pandemic and takes timely and effective measures to manage the
effects of the pandemic, to ensure its business continuity and smooth operation as well as to reduce the
negative consequences to the least extent possible.
After almost three years dealing with the coronavirus pandemic, the degree of uncertainty regarding the
course and further spread of the Covid-19 pandemic is now significantly lower, since the new variants of
virus are more contagious but have milder symptoms compared to the previous ones, especially for people
who are fully vaccinated and are not vulnerable from a health perspective. At the same time, the above
conditions have led to a relaxation if not to a complete removal of the restrictive measures. This further
strengthens the assessment of the competent health authorities towards the transition from a pandemic to
an endemic situation.
However constant vigilance is still required, even at a global level, as the possibility of new dangerous
epidemics cannot be ruled out.
Therefore, the articulation of any conclusions regarding the risks, the impact and the possible effects of
pandemic on the commercial activity and the financial results of the Company and the Group remains
uncertain. However it should be also noted that despite the extremely unpredictable circumstances that
arose and the very strict restrictive measures that were taken by the authorities, the Company managed
to ensure its uninterrupted business continuity and to achieve satisfactory level of results.
H. Risk related to the war in Ukraine.
On February 24, 2022, the Russian military invasion of Ukraine took place, which then escalated into a war,
creating geopolitical instability and unsustainable repercussions on the global economy. The latter was due
to the large increases in energy prices, raw materials, industrial metals and other consumer goods.
The Group has no significant business exposure to the countries involved in the war conflict and therefore
no material impact (direct or indirect) exists on its business activities.
The Group's sales to Russia and Ukraine in year 2022 cumulatively accounted for 0.88% of the consolidated
turnover, while in the previous year 2021 they had represented 2.05% of the consolidated turnover.
At this time, any prediction regarding the impact of the war on turnover, financial results and financial
position of both the Group and the Company is uncertain, as it is directly related to the duration and
intensity of the war activity, the length of time during which the economic measures against Russia remain
in force, as well as the way by which the crisis may be resolved.
SECTION C
Significant transactions with related parties
This section includes transactions that took place during the period 1/1/2022 – 31/12/2022 between the
Company and its related parties, as defined in the International Accounting Standard (IAS) 24.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
19
In particular, the amounts of sales and purchases, the balances of receivables and liabilities as well as
explanatory notes are included.
The most significant transactions are presented in the following table.
Notes:
It is also noted:
1. No other transactions related to the Company parties exist according to the provisions of the International
Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. With regard to the Company’s natural persons, apart from the above fees, no other transactions exist
between the Company and the particular directors or the members of the Board of Directors.
4. There were no changes in the transactions between the Company and its related parties that could have
a material impact on the Company's financial position and performance for the period 1/1/2022-31/12/2022.
1/1/-31/12/2022
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
6,469
10,516
3,564
1,929
FLEXOSYSTEMS Ltd -Belgrade
596
0
151
0
FLEXOPACK PTY LTD- AUSTRALIA
20,606
9
15,141
9
FLEXOPACK TRADE AND SERVICES UK LIMITED
9,803
0
3,710
0
FLEXOPACK IRELAND
649
0
299
0
FLEXOPACK DENMARK
0
0
11
0
FLEXOPACK FRANCE
1,094
0
177
0
FLEXOPACK USA
17,149
0
8,164
0
56,366
10,526
31,216
1,938
Related/Associate Companies
ΙΝΟ
VA SA
392
1
108
0
VLAHOU BROS SA
3,127
335
1,146
159
OTHER RELATED PARTIES
0
136
0
0
3,519
472
1,254
159
Grand Total
59,885
10,998
32,469
2,098
Benefits towards management and executives
1/1/-
31/12/2022
1/1/-
31/12/2021
Transactions and fees of senior executives and members of the management
2,993
2,541
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
129
124
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
20
5. The Company has granted the following guarantees and loans in favour of its subsidiary “FLEXOPACK
POLSKA Sp. Zo.o”:
(a) A guarantee towards a banking institution based in Poland for an amount of 831,360 Euros, as insurance
against the repayment of a long-term bank loan, of 2.682 million Euros. The balance of the above loan as of
31.12.2022 had settled at 1.665 million Euros.
(b) A guarantee for a maximum amount of 1.050 million PLN (225,000 Euros approximately) as insurance
against the repayment of a short-term credit line towards the above subsidiary.
6. The Company has also provided a guarantee towards a banking institution in favour of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 74,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favourable or special features, which would make necessary additional analysis per
related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The most significant transactions that took place during the previous fiscal year 2021 (01.01.2021-
31.12.2021) are shown in note 6.29 of the annual Financial Statements.
SECTION D
Development, performance and financial position
This section includes a brief review of the development, performance, activity and position of the Group and
the Company.
Α.
Statement of Financial Position
Items (in thousand Euro) of the Statement of Financial Position for the year 2022 are presented below along
with the most important changes that occurred versus the corresponding year of 2021.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
21
The most important changes in the consolidated statement of financial position as of 12/31/2022 compared
to the corresponding period of 12/31/2021 are as follows:
a) Increase of "Inventories" account by 19.297 million Euros (Note 6.7), mainly due to the inventory policy
followed by the Group to ensure the sufficiency of raw materials. That was deemed necessary since during
the year 2022, as a result of the various disruptions in the supply chain, there was a shortage of inventory
and at the same time a significant increase in raw material prices.
b) Increase in total bank debt by 16.180 million Euros due to collection of common bond loans by the
Group to finance its investment plan. (Note 6.15).
The total liabilities of the Group on 31/12/2022 amounted to 69.509 million Euros, the equity settled at
106.509 million Euros and the cash and cash equivalents amounted to 23.772 million Euros.
Β.
Items of statement of income
Items of the statement of income for the year 2022 are presented below, along with the most significant
changes from the items of the statement of income for the year 2021.
STATEMENT OF FINANCIAL POSITION
EUR THOUS.
GROUP
COMPANY
ASSETS
31/12/2022
31/12/2021
Μετ
.
%
Μετ
.
31/12/2022
31/12/2021
Μετ
.
%
Μετ
.
Non-current assets
68,970
60,772
8,198
13.5%
69,172
59,284
9,888
16.7%
Cash and cash equivalents
23,772
19,138
4,634
24.2%
16,694
15,700
994
6.3%
Other current assets
83,277
63,262
20,015
31.6%
74,158
56,919
17,239
30.3%
Total Assets
176,019
143,172 32,846
22.9%
160,024
131,902
28,121
21.3%
EQUITY
Total Equity
106,509
93,717 12,792
13.6%
100,632
92,655
7,977
8.6%
LIABILITIES
Total bank debt
33,073
16,068
17,006
105.8%
29,412
13,232
16,180
122.3%
Other long-term liabilities
1,917
2,808
-891
-31.7%
1,365
1,976
-611
-30.9%
Suppliers and other short-term liabilities
27,821
27,503
318
1.2%
24,003
21,442
2,561
11.9%
Liabilities due to income tax
6,698
3,077
3,621
117.7%
4,611
2,597
2,014
77.6%
Total Liabilities
69,509
49,455 20,054
40.5%
59,391
39,247
20,144
51.3%
Total Equity & Liabilities
176,019
143,172 32,846
22.9%
160,024
131,902
28,121
21.3%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
22
The following are noted with regard to the above items of the consolidated statement of income concerning
the period 1/1/-31/12/2022 versus the previous financial year.
The consolidated sales amounted to 151.012 million Euros posting a 32.3% increase.
The gross profit amounted to 44.075 million Euros posting an increase of 55.3%.
The operating profit accounted for 21.081 million Euros rising by 68.1%.
Earnings before taxes, financial, investment results, depreciation and amortization (EBITDA) amounted to
27.089 million Euros advancing by 46.0%.
Earnings before taxes amounted to 18.899 million Euros, recording an increase of 47.4%.
Earnings after taxes amounted to 14.102 million Euros, rising by 35.5%.
C. Items of the Statement of Cash Flows
The following table depicts the items of the cash flow statement for the year 2022 compared to the
corresponding cash flow statement for the year 2021.
STATEMENT OF INCOME
EUR THOUS.
GROUP
COMPANY
1/1-
31/12/2022
1/1-
31/12/2021
Change
% Ch.
1/1-
31/12/2022
1/1-
31/12/2021
Change
% Ch.
Turnover
151,012
114,181 36,831
32.3%
120,395
93,166
27,230
29.2%
Gross Profit
44,075
28,388
15,687
55.3%
28,535
19,680
8,854
45.0%
Administrative Expenses
(6,067)
(4,862)
(1,205)
24.8%
(4,344)
(3,709)
(635)
17.1%
Research & Development Expenses
(1,694)
(1,569)
(125)
8.0%
(1,560)
(1,447)
(113)
7.8%
Distribution Expenses
(15,022)
(9,673)
(5,349)
55.3%
(8,357)
(5,256)
(3,101)
59.0%
Other Operating Income-Expenses
(212)
258
(470)
-182.1%
(61)
228
(289)
-126.9%
Operating Profit
21,081
12,543
8,538
68.1%
14,212
9,496
4,716
49.7%
Financial (expenses) - income
(551)
(377)
(174)
46.1%
(411)
(282)
(130)
46.0%
Other Financial Results
(2,239)
(64)
(2,175)
3397.1%
(2,056)
(115)
(1,941)
1683.6%
Proportional result of related
companies
608
717
(109)
-15.2%
-
-
-
-
Earnings before taxes
18,899
12,818
6,081
47.4%
11,745
9,099
2,646
29.1%
Income tax
(4,798)
(2,411)
(2,386)
99.0%
(2,570)
(1,813)
(757)
41.8%
Earnings after taxes
14,102
10,407
3,695
35.5%
9,175
7,286
1,888
25.9%
Depreciation / Amortization
6,008
6,006
3
0.0%
4,400
4,416
(17)
-0.4%
EBITDA
27,089
18,548
8,541
46.0%
18,612
13,912
4,699
33.8%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
23
D. Financial Ratios
The major financial ratios are presented below.
Ε. Alternative Performance Measures (APM)
The Alternative Performance Measure (APM) constitutes a financial ratio or an indicator measuring the
historic or future financial performance with regard to the financial position or the cash flows. The APM is
not stipulated or required by the existing framework of Financial information (IFRS).
The general principle of the Group is to present the particular alternative performance measures in a clear
and transparent manner so that these indicators are appropriate and useful for decision making purposes by
the readers of the financial statements.
The APM should be taken into consideration always in conjunction with the financial results that have been
prepared in accordance with the IFRS and in no case should function as alternative ones.
STATEMENT OF CASH FLOWS
EUR THOUS.
GROUP
COMPANY
1/1-31/12/2022 1/1-31/12/2021 1/1-31/12/2022 1/1-31/12/2021
Net cash flows from operating activities
2,902
5,908
970
5,040
Net cash flows from investment activities
(12,685)
(3,874)
(14,010)
(3,458)
Net Cash flows from financing activities
14,425
(1,031)
14,034
(555)
Net (decrease)/ increase in cash and cash
equivalents
4,642
1,003
994
1,026
Cash and cash equivalents at the beginning of
the period
19,138
18,021
15,700
14,673
Effect from foreign exchange differences
(7)
114
0
0
Cash and cash equivalents at the end of the
period
23,772
19,138
16,694
15,700
Financial Ratios
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Explanation
Capital Structure
60.5%
65.5%
62.9%
70.2%
Total Equity / Total Assets
Liquidity Ratio
2.7
2.4
2.8
2.8
Total Current Assets / Total Short-term
Liabilities
Profit Margin
12.5%
11.2%
9.8%
9.8%
Earnings before Taxes / Total Turnover
Return on Equity
17.7%
13.7%
11.7%
9.8%
Earnings before Taxes / Total Equity
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
24
The Management monitors the following alternative performance measures:
a) Capital Management
The goals of the Group with regard to the capital management refer to the uninterrupted course of its
business activities, the assurance of the financing of investment plans and the optimal allocation of capital
targeting the reduction of cost of capital.
For the purposes of capital management, the Group systematically monitors the ratio:
“Net debt to Total employed capital”.
The net debt is calculated as the total short-term and long-term interest bearing liabilities minus the total
cash and cash equivalents.
The total capital employed is calculated through the sum of the net bank debt and the total equity.
For the fiscal years ended on 31
st
December 2022 and 2021 respectively, the particular ratio settled as
follows:
The Group may affect its capital structure via the repayment or the collection of additional bank debt, through
share capital increase or return of capital to shareholders, and via the distribution or not of dividends and
through other distributions.
b) Earnings before interest, taxes, depreciation and amortization (EBITDA)
For the fiscal years ended on 31
st
December 2022 and 2021 respectively, the particular figure settled as
follows: (amounts are expressed in thousand Euros)
EUR THOUS.
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Long-term debt obligations
27,674
12,540
25,552
10,875
Short-term bebt obligations
5,400
3,528
3,861
2,357
Total bank debt
33,073
16,068
29,412
13,232
Liabilities for Leases
648
926
289
388
Total Bank Debt
33,721
16,994
29,701
13,620
Minus : Cash and cash equivalents
23,772
19,138
16,694
15,700
Net Bank Debt (1)
9,949
(2,145)
13,007
(2,079)
Total Equity (2)
106,509
93,717
100,632
92,655
Total Employed Capital (1)+(2)
116,458
91,573
113,639
90,576
Net Bank Debt / Total Employed Capital
8.5%
-2.3%
11.4%
-2.3%
Group
Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
25
SECTION E
Analytic information, according to article 4 par. 7 l. 3556/2007, as currently in effect, and
respective explanatory Report
According to article 4 par. 7 of Law 3556/2007 the Company is obliged to disclose analytic information in
the present Report, as regards to a number of issues. Therefore, in compliance with the relevant legal
provision, the following are disclosed:
1) By virtue of the decision of the Board of Directors of the Company from 06/05/2022 and in the context
of the annual implementation of the Stock Option Plan approved by the Annual Ordinary General Meeting
of shareholders on 29 June 2018 that concerned the granting of stock options to selected executives of the
Company as well as its affiliated companies, the Company's share capital increased by the amount of forty
thousand five hundred Euros (€40,500.00) via the issuance of seventy five thousand (75,000) new ordinary,
registered shares carrying voting rights, with a nominal value of fifty four cents (0.54 €) per share and an
offering price of three Euros (3.00 €) per share. The difference between the offering price of the above
new shares and the nominal value, i.e. 184,500.00 € was recorded to the “share premium reserve account”.
Following the above, the Company's share capital as of today amounts to six million three hundred sixty
nine thousand and three hundred twelve Euros and ninety six cents (6,369,312.96 €) and is divided into
eleven million seven hundred ninety five thousand and twenty four (11,795,024) common, registered
shares, with a nominal value of fifty four cents (0.54 €) per share.
It is also noted that the relevant amendment of article 5 of the Company's Articles of Association as a result
of the above decision of the Board of Directors was registered in the General Commercial Registry (GEMI)
on 10.05.2022 with Registration Code Number 2857777. The above was accompanied with a protocol
number 47831 /10.05.2022 announcement of the Ministry of Development and Investments (General
Secretariat of Trade - General Directorate of Market & Consumer Protection - Directorate of Companies -
Department of Listed Societe Anonyme Companies).
All Company's shares (dematerialized common registered shares) are listed and traded on the regulated
market of the Athens Stock Exchange, Greece.
EUR THOUS.
GROUP
COMPANY
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
#
Note
Operating Profit
21,081
12,543
14,212
9,496
Statement of
Income
Depreciation of tangible fixed assets
5,036
5,044
3,714
3,741
Cash Flow
Statement
Amortization of intangible assets
416
377
416
377
Cash Flow
Statement
Amortization of right-of-use assets
556
590
270
303
Cash Flow
Statement
Amortization of investment grants
0
(6)
0
(6)
Cash Flow
Statement
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
27,089
18,548
18,612
13,912
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
26
Each share includes all the rights and obligations defined by law and the Company’s Articles of Association.
Ownership of a share automatically implies the complete and unreserved acceptance of the Company’s
Articles of Association and of the decisions made in accordance with law and the Company’s Articles of
Association, by the pertinent bodies of the Company.
Each share provides one (1) voting right.
2) There are no limitations as regards to the transfer of Company shares, stipulated by either the company’s
Articles of Association or specific agreements, or other regulatory provisions etc., except for limitations
emanating from four (4) existing Agreements of Subordinated Bond Loans issued by the Company. More
specifically and according to two of the Bond Loan Agreements, the Ginosati family aggregately should own
a percentage of at least 34% of the Company’s paid up share capital in order to maintain the capacity of a
“Controlling Majority”. With regard to the other two Bond Loan Agreements, it is required that the
shareholder structure of the Company in terms of the controlling majority must not be changed, directly or
indirectly.
3) The Company’s main participations (direct and indirect) are as follows:
(a) FLEEXOPACK POLSKA Sp.z.o.o: foreign Company domiciled in Poland. The Company now holds 100.00%
of shares and voting rights,
(b) “FLEXOSYSTEMS Ltd Belgrade”, foreign company, based in Serbia. The Company holds 100% of shares
and voting rights,
(c) «FLEXOPACK INTERNATIONAL LIMITED»: Foreign company domiciled in Larnaca, Cyprus, fully owned
by the Company (100% of the total shares and voting rights),
(d) «FLEXOPACK PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned (100%) by the
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(e) «FLEXOPACΚ PROPERTIES PTY LTD»: Foreign company domiciled in Brisbane, Australia, fully owned
(100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(f) « FLEXOPACK ΝΖ LIMITED »: Foreign company domiciled in Auckland, New Zealand, fully owned (100%)
by the subsidiary « FLEXOPACK PTY LTD » (indirect participation of the Company).
(g) «FLEXOPACΚ TRADE AND SERVICES UK LIMITED»: Foreign company domiciled in Norwich, UK, fully
owned (100%) by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the
Company),
(h) “FLEXOPACK FRANCE”: a foreign company based in Lyon, France, which is also 100% owned by the
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation of the Company)
(i) FLEXOPACKUSA INC.: foreign company domiciled in the state of Delaware, USA, fully owned (100%) by
the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(j) FLEXOPACK IRELAND LIMITED: foreign company domiciled in Dublin, Ireland, fully owned (100%) by
the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(k) FLEXOPACK DENMARK APS: foreign company domiciled in Copenhagen, Denmark, fully owned (100%)
by the subsidiary «FLEXOPACK INTERNATIONAL LIMITED» (indirect participation of the Company),
(l) INOVA PLASTICS SA: Domestic company in which the Company holds 50% of shares and voting rights,
(m) VLACHOU BROS SA: Domestic company in which the Company holds 47.71% of shares and voting
rights,
Furthermore, regarding the direct or indirect significant holdings in the voting rights of the Company, within
the meaning of articles 9 to 11 of law 3556/2007, and on the basis of the relevant notifications received
by law (and the MAR) in the Company on behalf of the shareholders, these have as follows:
(I) Stamatios Ginosatis: 30.76% (direct participation)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
27
It is noted that on 12.19.2013, Mr. Stamatios Ginosatis transferred under the cause of selling, the bare
ownership of 1,609,933 common, registered Company shares to Mr. Dimitrios Ginosatis, while at the same
date, he transferred, also under the cause of selling, the bare ownership of 1,609,933 common, registered
shares to Mr. Spyridon Ginosatis. Mr. Stamatios Ginosatis retained the lifetime usufruct of all of the
transferred shares, i.e. of 3,219,866 shares, which includes the voting rights and the right to receive the
corresponding dividends.
(II) George Ginosatis: 17.40% (direct participation)
It is noted that on 12.19.2013, Mr. George Ginosatis transferred, under the cause of selling, the bare
ownership of 881,787 common, registered shares to Ms. Stamatina Ginosati, while at the same date, he
transferred, also under the cause of selling, the bare ownership of 881,787 common, registered shares to
Ms. Catherine Ginosati. Mr. George Ginosatis retained the lifetime usufruct of all the transferred shares, i.e.
of 1,763,574 shares, which includes the voting rights and the right to receive the corresponding dividends.
(III) Nikolaos Ginosatis: 16.19% (direct participation)
It is noted that on12.19.2013,Mr.Nikolaos Ginosatis transferred, under the cause of selling, the bare
ownership of 600,000common, registered shares to Ms. Stamatina Ginosati, maintaining the lifetime usufruct
of all the transferred shares, which includes the voting rights and the right to receive the corresponding
dividends.
4) There are no shares, which provide special control rights.
5) To the Company’s knowledge, no restrictions on voting rights exist for the Company’s shareholders.
However, the notes presented in 3) (I) (II) and (III) with regard to the beneficial interest of the major
shareholders are highlighted.
6) To the Company’s knowledge, there are no agreements between shareholders that imply limitation on the
transfer of shares or limitations on the exercise of voting rights.
7) As regards to the appointment and replacement of the Company’s Board members and concerning the
amendment of the Company’s Articles of Association, there are no rules that differ than those stipulated in L.
4548/2018, as such is in effect today.
8) There is no permanent special authorization of the Board of Directors or certain members to issue new
shares or purchase own shares, according to article 49 of law 4548/2018. The relevant competence and
authority is provided to the Board of Directors of the Company by decision of the General Meeting of its
shareholders.
The Annual Ordinary General Meeting of the Company's shareholders on June 10, 2022 decided, among
other things, in accordance with the provisions of article 49 of Law 4548/2018, as in force, the purchase
by the Company within a period of twenty-four (24) months from the date of the above decision, i.e. until
10.06.2024, of a maximum percentage of 10% of the Company's existing shares (with the above limit
including the entire number of treasury shares that the Company already held in the context of a previous
share repurchase program). The respective range of purchase price was set between three Euros (3.00 €)
per share (minimum limit) and eight Euros (8.00 €) per share (maximum limit). At the same time, the
Meeting provided to the Board of Directors of the Company the authorization for the proper implementation
of the above share repurchase plan.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
28
At the time of preparation of the current Report, the Company owned 96,450 treasury shares acquired on
22.07.2020 through an over-the-counter transaction (OTC) with an average purchase price of four Euros
(4.00 €) per share, within the framework of the share repurchase plan that had been approved by the
Annual Ordinary General Meeting of shareholders of June 26, 2020. The Company’s treasury shares
correspond to a percentage of 0.82% of the total share capital.
9) There is no significant agreement contracted by the Company, which becomes in effect, is amended or
terminated in case of change in the Company’s control following a tender offer, with the exception of:
(a) the signed agreement dated 24/11/2022 for the coverage of the Common Bond Loan between the
Company and “EUROBANK SOCIETE ANONYME”, which provides for the right of Bondholder to denounce
the loan “if the majority that currently controls the Issuer ceases to have control over the legal entity of
the Issuer or the Group to which it belongs”,
(b) the signed agreement dated 9/6/2022 for the coverage of the Common Bond Loan between the
Company and “ALPHA BANK SOCIETE ANONYME” (Trustee or Agent of the payments), which provides for
the right of the Bondholder to denounce the loan “if the Issuer’s current shareholding structure is altered,
directly or indirectly, as regards to the “controlling majority”,
(c) the signed bond agreement dated 17/11/2021 between the Company and the National Bank of Greece
SA; (a representative of the Bondholders and the attorney-at-law of payments), which also provides for
the right of the Bondholder to terminate "if the percentage of participation in the paid-up share capital of
the Issuer belonging to the Ginosatis family is less than 34% of that with the voting rights"; and
(d) The signed, on 24.12.2018, agreement for the coverage of the common Bond Loan between the
Company and “EUROBANK ERGASIAS S.A.” (representative of the Bondholders and Trustee of the
payments), agreement which provides for the right of the Bondholder to denounce the loan “if the Issuer’s
current shareholding structure is altered as regards to the controlling majority and specifically if the
Ginosatis family in total ceases to own a percentage at least equal to 34% of the paid in share capital of
the issuer”.
The aforementioned terms (terms of change in control) are absolutely common practices and are included
in all Common Bond Loans which are covered or subscribed by the banking institutions (in fact the
controlling majority is usually defined as over 50%).
10) There is no agreement between the Company and the Board members or employees, which provides
for indemnity in case of resignation or termination of employment without reason or termination of
employment term or their employment emanating from any public tender offer.
Explanatory report regarding the information, prepared according to the article 4 par. 8 L.
3556/2007
The numbering in the present explanatory Report (which is prepared according to article 4 par. 8 of L.
3556/2007) follows the respective relevant numbering of information of article 4 par. 7 of L. 3556/2007, as
such information is presented above:
1. The structure and form of the Company’s share capital is presented in detail in article 5 of the Company’s
Articles of Association. The Company’s shares were listed on the Athens Exchange on April 2
nd
1996 and since
then are traded without interruption.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
29
2. No such limitation is imposed either by law, either by the company’s Memorandum of Association, or by any
other agreement, apart from the common Bond Loan Agreements, reference to which is made also in Section
E.9.
3. Data regarding the number of shares and voting rights owned by individuals with significant participations,
have been presented according to the relevant disclosures notified according to law (and the MAR – Market
Abuse Regulation) to the Company, on behalf of shareholders.
4. There are no other categories of shareholders, namely there are only common registered shares with voting
rights.
5. No such limitations have been notified to the Company.
6. Likewise no such agreements have been notified to the Company.
7. In the particular matters, the Company's Articles of Association do not deviate from the provisions of Law
4548/2018 as it is currently in force.
8. The Annual Ordinary General Meeting of the Company's shareholders on June 10, 2022 granted
authorization to the Board of Directors, in accordance with the provisions and limitations of article 49 of
Law 4548/2018, as in force, with regard to the purchase by the Company, within a period of twenty-four
(24) months from the date of the above decision, of a maximum percentage of 10% of the Company's
existing shares (with the above limit including the entire number of treasury shares that the Company
already held in the context of a previous share repurchase program). The respective range of purchase
price was set between three Euros (3.00 €) per share (minimum limit) and eight Euros (8.00 €) per share
(maximum limit). At the time of preparation and approval of the current Report, the Company owned
96,450 treasury shares.
9. In the lack of such agreements, apart from those mentioned, no clarification is deemed necessary.
10. Likewise, in the lack of such agreements no clarification is deemed necessary.
SECTION F
Non-financial information
Group Profile
The Company was founded in 1979 with its original production facilities in Koropi, Attica, where they are
located and have expanded until today (Koropi Industrial Plant). The Company and the Group are active in
the field of production of flexible plastic packaging items intended mainly for the food industry, but also for
other sophisticated special applications, offering a wide variety of products, with a particular emphasis on
the production of co-extrusion films with oxygen permeability properties.
FLEXOPACK's main market is the food industry, with a focus on meat, poultry, cheese and fish. Other
markets include the printing/converting industry and personal care product packaging.
The Company has 5 production factories (3 in Greece, 1 in Poland and 1 in Australia), 7 distribution centers
around the world, while it has developed a global sales and distribution network, offering high quality
products and services to its partners.
FLEXOPACK participates by 100% in eleven (11) subsidiaries located in Australia (2 subsidiaries), New
Zealand, USA, United Kingdom, Poland, Serbia, France, Ireland, Cyprus and Denmark (direct and indirect
participations).
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
30
The Group has a wide customer base and has developed strong export activity in about 40 countries, such
as USA, Australia, United Kingdom, Poland, Germany, Belgium, Israel, Spain, Italy, Turkey, Norway, France,
Switzerland, etc.
The Group's sales outside Greece represented on 31.12.2022 89% of its consolidated turnover.
On 31.12.2022, the Group employed 496 people and the Company 342 people, with dependent
employment. It should be noted that the Group's relations with its employees are excellent and there are
no labor problems, as one of the main priorities is to maintain and strengthen the climate of labor peace
and the continuous improvement and upgrading of working conditions, in order to achieve maximum
possible utilization at the production level of the human resource. The Group continuously promotes a
system that recognizes and rewards high performance, empowering its employees and providing the
framework and incentives for attracting, engaging and retaining valuable human resources and for their
hierarchical development and upgrading.
It seeks and cultivates a culture of health and safety for its employees in all activities and especially in
those related to the organization and operation of its production facilities. In the context of the
requirements and changes brought about by the health crisis, throughout the pandemic, the Group strictly
implemented and still continues to this day all the necessary measures to protect the health and safety of
its employees, third parties and partners, while ensuring the orderly and uninterrupted operation of
production.
The Group is constantly in the process of trying to reduce its environmental footprint, aiming to save energy
and natural resources and setting high goals for the coming years. In the context of constant
communication with customers, suppliers and all its stakeholders, but also in the continuous effort for
innovative solutions, it redesigns many of its products in order to increase their recyclability as much as
possible, seeks to use higher percentages of recycled raw material, while at the same time, through the
quality of its packaging, it contributes to the reduction of food waste.
The achievements of the Group until today constitute the most essential legacy for the future, which
presents a large series of challenges that are constantly increasing, but to which it must respond. Today it
is more obvious than ever that Sustainable Development as a cornerstone of business strategy is a one-
way direction.
The Group promotes and implements a policy that focuses on the following axes:
−
demonstration of preparedness to deal with emergency situations,
−
implementation of emergency prevention, detection and management procedures,
−
design, construction and operation of facilities aimed at the greatest possible energy savings,
−
frequent maintenance and continuous renewal and upgrading of the mechanical equipment used,
so as to leave a low energy footprint,
−
continuous updating, training and strengthening of staff awareness on climate change issues,
−
joining the recycling and alternative packaging management system, with the aim of preventing
the creation of packaging waste and the reuse, recycling and substantial utilization thereof,
−
selection of recyclable, if possible, raw materials with the smallest possible energy footprint,
−
application of technologies in order to reduce direct and indirect greenhouse gas emissions from
energy consumption,
−
monitoring the policy followed by the Group's suppliers regarding the implementation of
procedures to deal with climate change and the use of renewable energy sources and providing
relevant recommendations and suggestions, where this is deemed necessary,
−
building relationships of trust with the local communities in which the Group develops its
activities and continuous concern in order to minimize the inconvenience caused.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
31
Business model
FLEXOPACK's business model creates sustainable value for stakeholders, the natural environment and the
wider society, by converting the available resources used by the Company, through the sectors of its
business activity, into products and services that it produces, disposes and manages with positive or
negative effects, with the aim of fulfilling its strategic objectives and of creating economies of scale.
The Group's vision is:
- the effective coverage of the wider and more demanding needs of the flexible packaging market, by
offering products of high specifications and excellent quality, with the aim of protecting the health and
safety of consumers,
- emerging and gaining a strong position into a dynamic global market that requires exceptional flexibility,
- anticipating and addressing the ongoing challenges for new and innovative packaging solutions,
- profitable growth using modern technology and the implementation of a dynamic strategic plan,
- the creation of a working environment in which the Group's staff are integrated, trained and developed
with respect for the values and corporate culture and confidence in their capabilities,
The Group's strategy is summarized in the following:
- improvement and continuous upgrading of the produced products, with an emphasis on their qualitative
differentiation in relation to the competition,
- creation of new, innovative products capable of meeting the broadest and most demanding needs of the
market and responding to the wishes and demands of customers,
- perfecting existing modern production methods, with the aim of reducing energy consumption and carbon
footprint and making a substantial contribution to sustainable development,
- further access into foreign markets through the maintenance of the partnerships that the Company has
already developed and their further expansion with the aim of exploiting the Group's know-how,
- further effective strengthening of the infrastructure and the production bases and facilities of both the
Company and the Group's subsidiaries, with the aim of serving the customer base of the geographical areas
in which they are established more quickly and efficiently, so as to be a catalyst for development in the
relevant markets and finally
- continuous improvement of organizational and operational structures with the aim of further increase of
efficiency and cost reduction.
Supply chain
The management of the supply chain aims at the timely recognition and treatment of situations that could
potentially negatively affect business relations with its partners. The Company systematically assesses the
risks that threaten its business model and aims to continuously improve the processes related to its
suppliers.
The main categories of suppliers with which the Company cooperates are:
- Suppliers of raw materials
- Suppliers of other categories
- Energy providers
- Service providers
The Company ensures effective cooperation with suppliers by clearly communicating the terms of
cooperation and evaluates them based on approved criteria (qualitative and quantitative), in order to
ensure that the selected partners/suppliers possess the necessary know-how, as well as the ability to
execute and provide the assigned tasks and services. 90% of the suppliers are based in Europe (Greece
and Western Europe: Spain, Belgium, Germany, France) and the remaining 10% outside Europe.
The Company takes into account basic criteria regarding the activity of suppliers when entering into
cooperation with them, such as for example annual reports (Sustainable Development Reports) published
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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by suppliers and other criteria related to the sustainability of raw materials. In addition, the Company is
considering incorporating specific environmental, social and governance criteria for the evaluation of
suppliers in order to have a holistic view of performance before and during the partnership. It is noted that
in recent years there have been no significant changes in the main suppliers of FLEXOPACK. Finally, it is
noted that FLEXOPACK is a member of the Non-Profit Organization SEDEX, which is related to the
management of social and environmental risks in supply chains. The platform is used by more than 40,000
members in over 150 countries.
Partnerships - participations
•
The Company cooperates with the internationally recognized Cyclos HTP certification laboratory
regarding product certifications.
•
The Company is a member of CEFLEX, a European consortium of companies representing the
entire value chain of flexible packaging.
•
The Company is also a member of the AGMPM (Association of the Greek Manufacturers of
Packaging & Materials) and participates in the sustainability committee.
•
FLEXOPACK PTY (Australia) is a member of the Australian Packaging Covenant (APCO) and
RedCycle initiative.
•
FLEXOPACK Trade & Services UK is a member of the On-Package Recycling Label (OPRL) System.
•
The Company participated in international packaging exhibitions in 2022, such as IFFA 2022 in
Germany and PackExpo Chicago 2022 in the USA.
In this context, compliance with the packaging plastics’ composition is strengthened, so that they are
friendlier for recycling, always following the directions from the above bodies.
At the same time, in order to inform the staff of the Company and the Group about the technologies related
to recycling, actions are organized such as:
•
Training of the Company's executives.
•
Continuous interaction with suppliers.
•
Participation in industry exhibitions.
•
Participation in various consortia in Europe and Australia for the monitoring of developments
in recycling issues.
In addition, FLEXOPACK in 2022 received, for the tenth consecutive year, the award "TRUE LEADER 2021"
at the ICAP Awards.
Cooperation with stakeholders
FLEXOPACK recognizes that the full integration of Sustainable Development into its business strategy
presupposes relationships of trust with stakeholders and is based on consultation with them.
The Company considers as stakeholders the natural and legal persons who influence and are being
influenced or are likely to be influenced by its business decisions and activities.
FLEXOPACK invests in continuous and two-way communication with each group of stakeholders,
understanding the importance of this communication for obtaining the necessary information to improve
its actions. The role and views of FLEXOPACK's stakeholders are key elements that fuel its effort to improve
its products, as well as for its sustainable operation and growth.
In the context of the materiality analysis that took place in 2022, regarding the potential and existing
effects of the Company on the environment, people, including human rights, and the economy, it proceeded
to the recognition, evaluation and prioritization of its interested parties, with the main criterion the extent
to which they are affected or may be affected by the Company's activities.
The key stakeholder groups are then presented.
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•
Shareholders, Investors, Capital Providers
•
Board of directors
•
Suppliers, business partners and service providers
•
Customers
•
Employees
•
State and Governmental Organizations (e.g. Ministries, Organizations, Regulatory Authorities)
•
Business community (e.g. Business Associations, industry companies)
•
Society – local community groups (e.g. Media, Social organizations, Local Authorities)
•
Non-Governmental Organizations (NGOs).
Materiality analysis
The Company, adopting the new methodology of the international GRI Standards (GRI Standards 2021),
proceeded to the recognition, evaluation, prioritization and validation of its positive and negative, existing
and potential effects on the environment, people, including human rights, and the economy. Through the
prioritization of the recognized impacts, the essential Sustainable Development issues for the Company
were determined.
The results of the materiality analysis, specifically the effects on the environment, economy and society,
are presented below.
Environment
Positive effects (Existing and Potential)
•
Improving air quality
•
Soil protection
•
Maintaining physical stocks of raw materials
Adverse Effects (Existing and Potential)
•
Exhaustion of natural reserves of raw materials
•
Operation’s impacts on climate change
Society
Positive effects (Existing and Potential)
•
Contribution to employment
•
Contribution to the development of knowledge, art and technology
•
Contribution to the creation of opportunities that promote training and development
•
Creating economic value (direct and indirect)
•
Ensuring regulatory compliance and business ethics.
Environmental management
The respect for the environment is the basis of all FLEXOPACK activities. Recognizing the importance of its
environmental responsibility, the Company's activity is based on the design and development of innovative
products with the least possible impact on the environment.
FLEXOPACK takes seriously into account the environmental impact stemming from its products during their
life cycle. Through research and technology, but also through the Environmental Policy applied by the
Company, products are developed with a reduced environmental burden and the use of recyclable materials
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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without compromising the quality of the product. Specifically, in the context of environmental management,
the Company focuses on the following pillars:
Soil: environmental protection from proper waste management.
1. Natural reserves of raw materials: limiting the use of virgin raw materials.
2. Atmosphere and climate: reducing the carbon footprint in the production process.
3. Natural reserves of raw materials
Soil protection
Soil protection and waste management constitute key priorities for the Company. FLEXOPACK has
established an Environmental Policy, in the context of which a Waste Management System is implemented,
which focuses on reduction, reuse and recycling, reducing the environmental impact of the solid waste
produced.
More specifically, FLEXOPACK carries out the following waste management and monitoring procedures:
•
It records annually information related to waste management.
•
It is registered in the National Register of Producers (NRP).
•
It records the management of defective materials resulting from the production process.
•
Recycles and wherever possible reuses production waste that can be used for the production of
new products.
•
It cooperates with specialized and licensed external partners, who undertake the collection,
transport and proper management of each category of waste from its facilities.
•
The main objective of the Company is the further promotion of products with increased rates of
recyclability. This effort is directly linked to the achievement of the national goals as defined by the
National Waste Management Plan (NSMP), which, specifically for plastic packaging, aim to increase
recycling to 50% by 2025 and 55% by 2030. The Company hopes that in the future recycling will
replace all other waste management processes.
Natural reserves of raw materials
Actions towards the limitation of virgin raw materials’ utilization contribute significantly to the Company's
competitiveness and environmental sustainability goals. The use of recycled materials constitutes a priority,
in order to reduce the corresponding utilization of primary raw materials.
The main pillars of the Company in terms of Sustainable Development regarding the use of raw materials
are:
•
Ensuring the quality of packaging throughout its life cycle and as a result contributing to the
reduction of food waste
•
The use of appropriate technology and quality of raw materials in order to limit the
volume/weight of plastic in the final produced product (lightening of packaging)
•
Recycling-friendly plastic packaging that is produced so that the majority of it can be recycled
•
The attempt to use recycled raw material, apart from the primary raw material that is already
used.
•
The search and use of plastic raw materials that come from alternative biological sources (FEED-
STOCK-BIO), the production of which is not at the expense of the production of food for
consumption.
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In order to support its main pillars in terms of Sustainable Development, the Company took a series of
actions, such as:
- Reduction of flexible packaging’s thickness without affecting the quality of its products. Limiting the use
of materials in packaging has a double benefit, as it leads to a reduction in the weight of waste produced,
but also to the limitation of the use of raw materials.
- Increasing the recyclability of the packaging produced, in the context of the sustainability of its activity
but also for the coverage of the modern consumer’s needs. The Company has included in its plans the
greatest possible increase in the rate of recyclability of the products, which always depends on the available
recycling units and technologies in the areas where it operates. The Company monitors targeted indicators
regarding the percentage of products’ recyclability, compared to the corresponding percentages of past
years.
- Adoption of plastic raw materials’ utilization that come from alternative sources (FEED-STOCK-BIO), in
the context of reducing the consumption of mineral resources and the impact of plastics on the
environment. The Company has established measures according to its needs, which are in line with the
global goals of Sustainable Development, ensuring the production and distribution of products that
constitute sustainable alternative solutions with zero impact on the production of food for consumption.
Atmosphere and climate
Improving air quality
Annual measurements are carried out in the production units in order to ensure the improvement of air
quality, so as to keep the products safe, to avoid any possible contamination of them, but also to protect
the health and safety of the workers.
In the context of improving the air quality from the pollutants produced by the Company's activities, a
system of internal post-combustion of the gases released during production is used, while at the same time
multilayer packaging films are used, increasing the shelf life of the products and reducing food waste.
During the post-combustion process, measurements follow the requirements of the Environmental
Conditions Approval Decision (AEPO) with the aim of maintaining low pollutant levels within limits. More
specifically, measurements are carried out every four months of the VOC, CO and NOx content of the
gaseous waste emitted, in all the chimneys of the unit, as well as the diffuse emissions (volatile organic
compounds, VOCs), taking at least three measurement values during each series of measurements in order
to document the compliance of the facility with the gas emission limit values and diffuse emission values
imposed by the environmental conditions.
Mitigation of climate change impacts
Mitigation of the effects caused by FLEXOPACK's activities on climate change constitutes a key pillar and
goal of the Company, in the context of sustainable production and its general business operation.
FLEXOPACK, through a series of energy upgrading actions of its building facilities, aims to reduce energy
consumption and therefore direct and indirect greenhouse gas emissions.
In this direction, the following actions were carried out:
•
Energy upgrade of the Company's equipment to a more efficient energy class.
•
Establishing the use of heat pumps for cooling and heating buildings.
•
Replacement of conventional lamps with LED lamps in all production units.
•
Replacement of air conditioning units with more efficient machines.
•
Installation of a logic controller (PLC) system to monitor the refrigeration units in order to achieve
lower consumption.
•
Improvement of the insulation of the buildings, in order to achieve the maximum possible limitation
of energy consumption.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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Additionally, in the context of reducing its carbon footprint, FLEXOPACK is in the process of investigating
an investment plan regarding the following actions:
•
Installation of photovoltaic panels for the production of electricity, zeroing out the use of non-
renewable sources, in order to cover the energy needs of the production units.
•
Continuous energy upgrading of older building facilities, within the framework of the Company's
strategy to improve the efficiency of buildings.
•
Calculation of greenhouse gas emissions (Scope 1, 2, 3), in order to establish targets for their
reduction.
•
Increase the percentage of environmentally friendly electric/hybrid company vehicles.
It is noted that in August 2022 the Company was certified with the ISO 50001:2018 energy management
system. Its development aims at the adoption and implementation of the required procedures that will lead
to optimal energy performance.
Contribution to the development of knowledge, art and technology
Research and Development (R&D) plays an important role in FLEXOPACK's business model as it contributes
the most to the continuous improvement and innovation of its products.
Research and development
Achieving the goals for innovation requires the direct and close cooperation of the Quality Assurance
Directorate with the Research and Development Directorate (R&D), which consists of scientific personnel
with significant professional experience and specialized know-how. The Research and Development
Department, through the continuous study and monitoring of the market, it aims at the further development
of innovative solutions and products of high added value. Its purpose is the more complete coverage of
the ever-changing needs of the market and the demands of customers for the production of thinner, more
transparent and more sophisticated films.
In collaboration with suppliers and customers, new innovative products are designed and developed that
adopt new technological packaging standards.
In addition, the Company focuses on the high quality of its products and the organization of their production
methodology, with the continuous and absolute observance of all the necessary safety rules, quality control
and other procedures. The Research and Development Center, which is located in the central facilities in
Koropi, Attica, collaborates on various research institutions, such as the "Demokritos" EKEFE, universities
and other educational institutions. It forms the core of our product development and testing program with
the aim of achieving the optimal packaging solution for any use and application.
Product optimization is a very important field of study for FLEXOPACK and therefore it invests in efficient
partnerships for the development of innovative solutions. In this light, the Company provides its employees
with the opportunity to participate in innovative projects and programs, as a result of which both their
personal development and their contribution to the further growth of the Company are achieved.
Axes of Research and Development
All of the Company's products are subject to strict checking and testing procedures, in order to ensure full
compliance with international standards. The Research and Development Department is equipped with
modern machines for the analysis and evaluation of plastic films. Its operation and the general policy of
the Company in terms of its organization and effectiveness, is contained and summarized in the following
triptych:
•
Upgrade of existing products.
•
Development of new products.
•
Exploitation of all new technological possibilities and practices.
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The Company has filed about 50 proprietary patents in many countries and in particularly demanding
markets, including the USA, Australia, New Zealand, as well as in the European Patent office.
Relying on its well-manned and equipped Research and Development Department that it has, as well as its
many years of specialized presence in the sector, it can differentiate itself from the existing competition
both in terms of products and through the creation of strong infrastructure in production equipment and
present innovative differentiated solutions to its customers.
The main axes of the Company's Research and Development are the following:
•
The protection of product quality and safety, so as the FLEXOPACK's packaging to ensure the
quality of the packaged product throughout its life cycle.
•
The increase in the life time of the packaged product, especially in sensitive goods.
•
The development of technologies with the aim of limiting the volume/weight of plastic in the final
produced product (packaging lightening).
•
The development of recycling-friendly plastic packaging, in order to further increase their degree
of recyclability.
•
The increase in the use of recycled raw materials, compared to primary plastic raw material.
Specifically for the production of secondary packaging, where FLEXOPACK constitutes the main
supplier of the Greek market in the multipacks of bottles and aluminum cans of soft drinks, beer
and water, until 2019 exclusively virgin raw material was used. In 2020, 20% of primary material
was replaced by recycled material, and by 2022 it was achieved the replacement of up to 50% of
raw material by recycled raw material in certain products.
•
The search and use of plastic raw materials, which stem from alternative biological sources (non
fossil fuel feedstock), the production of which is not at the expense of the production of food for
consumption.
•
The use of raw materials deriving from chemical recycling, which are suitable for food packaging
applications.
•
The development of plastic films that allow to paper packaging to gain functional characteristics
that until now were only possible with purely plastic packaging.
Contribution to employment
The Company, by implementing adequate human resource management practices, the provision of
attractive salaries and benefits as well as development incentives, aims at attracting human resources that
will dynamically join the Company, creating strong ties with its people and enjoying a meritocratic and
privileged work environment. In addition, the Company, by implementing a training scheme and
performance evaluation practices for all employees, aims at the long-term preservation of its human
resources.
The aim is to ensure a safe and fair working environment with respect for human rights and diversity, as
well as the promotion of trust, equal opportunities, team spirit and the best possible working conditions.
Employee benefits and social policy programs are described below:
•
Provision of medical care to all employees as of 2022.
•
Planning, organization and implementation of prevention and health promotion programs: Covid-
19 PCR test. Support for employees in case of illness or accident. Support for both patients and
their family environment. Care for their smooth reintegration into the workplace.
•
Financial support due to illness or accident.
•
Counseling services to deal with personal, family issues and interpersonal relationship problems
in the workplace.
•
Design and implementation of a First Aid training program.
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•
Monitoring of health certificates, planning and implementation of the required for the issuance
and renewal of medical examinations at the financial expense of the Company.
•
Informing and raising awareness of employees on various social issues.
•
Planning, organization and implementation of voluntary actions.
Education
The Company continuously provides opportunities for employees to broaden their educational background
simultaneously with their practical experience. For FLEXOPACK, the importance of its human resources’
training lies in the fact that an effective training program contributes to the cultivation of its people critical
thinking, increase of the employees’ productivity, offering of better quality services, strengthening their
self-esteem, understanding of problems and their efficient resolution.
The Company's positive contribution to the creation of opportunities that promote education is highlighted
through the educational program that is formed on an annual basis and is included in its annual budget.
Training needs are defined through:
- the framework of the strategy and annual objectives for the provision of educational programs.
- based on the needs arising, mainly at group level, from the annual staff evaluation process, through
evaluation forms.
In this way, an environment of continuous education is created with training seminars and educational
programs. In the training programs and depending on the employee's position or specialty, priority is given
to new technological developments in the Company's sector of activity, to health and safety, mainly for
those who work in production, as well as to everything else deemed necessary for the efficient and safe
operation of the Company.
Protection of physical and mental health
Ensuring the health and safety (H&S) of employees as well as the prevention of occupational risk constitute
for the Group a moral obligation and a business necessity that goes beyond the limits of a simple legal
obligation. FLEXOPACK recognizes the importance of the mental health of its employees and aims for
actions that would enhance their social well-being.
The primary concern is the assumption of measures and the implementation of projects as well as special
programs for the achievement of the objectives for H&S in the workplace. In this direction, FLEXOPACK
implements the following:
•
Continuous control and quality upgrade of the equipment, in order to achieve the improvement
of the conditions for the safe execution of the work with the minimum possibility of a serious
accident.
•
Effective protection of people (staff, contractors, partners and visitors), as well as facilities, from
possible risks that may arise.
•
Continuous staff training and information on H&S issues, with the aim of preventing accidents
and occupational diseases.
•
Active participation of all employees and Management in finding the acceptable and effective
solutions for protection and safety.
•
Identifying and evaluating risks in the workplace and creating safety regulations.
•
Preparation of Occupational risk report.
•
Open communication between employees and Management regarding H&S issues as well as with
the Occupational Physician.
The Security Technician, who is responsible for the systematic monitoring of incidents (relevant
recommendations, investigation, highlighting) conducts H&S inspections as defined by applicable
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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legislation. In addition, employees have the opportunity to report potential risks or safety issues, either
directly to the head of the department or during inspections to the Safety Technician.
By implementing the above initiatives, the Company has succeeded in minimizing incidents and near-
accidents. This is achieved to a large extent due to prevention and timely and systematic recording, which
are mentioned in the risk study.
Quality assurance
FLEXOPACK's position for the provision of particularly high quality products has been established at an
international level. Its continuous and focused efforts are supported by the Quality Assurance Division.
FLEXOPACK's packaging products provide the necessary protection so that the foods they pack are
preserved throughout their life up to the final consumer at all stages of the supply chain, without the loss
of nutrients and packaged safely, providing competitive and durable products to its customers.
The Company achieves its quality goals by implementing, among others, the following fundamental
principles:
- Faithful and uninterrupted compliance with strict policies, procedures and standards.
- Providing high quality products that exceed customer expectations.
- Effort to reduce defective products with the aim of reducing waste.
- Creating together with customers and suppliers a team that embraces the same values and the same
corporate culture.
- Efficiency having as a priority safety.
- Assurance of its viability and business continuity.
Certifications
Certified quality assurance standards are applied at FLEXOPACK. The international certifications constitute
proof of the Company's commitment to the quality and safety of products and processes. Specifically, the
Company has received the following certifications:
•
BRCGS Global Standard for Packaging Materials.
•
ISO 9001:2015 Quality Management Standard.
•
ISCC Plus: Τhe International Sustainability and Carbon Certification.
•
ISO 50001:2018 Energy Management Systems
The Company is certified and evaluated with the ISO 9001 international Quality Management System, by
the certification body Bureau Veritas, for the design, development, production, distribution and technical
support of its products.
In addition, since April 2003 it has been accredited with the international standard for Packaging Materials
of the leading product and consumer protection organization "Brand Reputation Compliance Global
Standards (BRCGS)", which has European recognition and introduces high standards in hygiene, safety and
the quality of the product.
Also, FLEXOPACK is certified according to the ISCC Plus standard through which it ensures the use of
sustainable raw materials for the production of packaging materials.
Finally, the Company was certified with the ISO 50001:2018 energy management system. Its development
aims at the adoption and implementation of the required procedures that will lead to optimal energy
performance.
Economic value
The direct economic value created for shareholders and stakeholders through FLEXOPACK's business
activities, contributes to the economy, employment and society in general through targeted actions. At the
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national level, it contributes directly by creating new jobs, providing wages, generating tax revenue to the
state, payments to suppliers, but also by collaborating with stakeholders from the entire value chain.
As part of ensuring the Group's Sustainable Development, business risks that would affect its performance
are systematically monitored. There is a process for managing and evaluating financial and non-financial
risks, through which the Company minimizes the negative effects, ensuring its performance at a stable
level.
Social contribution
Through communication with the stakeholders, the Company receives requests to support various actions
and programs, which it evaluates, plans and implements on a case-by-case basis. Requests for contributions
include donations, sponsorships or social programs and are addressed either at the level of local
communities or the wider society.
In addition to its contribution to the economic development of local communities and employment, the
Company supports actions for the strengthening of the following areas:
•
Education
•
Health
•
Culture
•
Sports
•
Entrepreneurship
In this context, donations were made to local agencies, non-governmental organizations, as well as to child
protection structures.
Corporate governance
The Company adopts and implements, the most suitable for it, corporate governance structures, reference
lines as well as policies and procedures, which support all of its activities with the aim of protecting and
creating long-term value for its shareholders and other stakeholders. It implements high standards of
professional and ethical conduct and includes appropriate mechanisms in its operation, so that it acts in
compliance with the current institutional framework.
The Company's Regulation of Operation presents its organizational structure, taking into account its size
and objective as well as the corporate Policies and Procedures it applies. The Regulation is fully harmonized
with the provisions of article 14 of Law 4706/2020, on corporate governance, while during its preparation
there were taken into account the Company's Articles of Association, the provisions of the legal, normative
and regulatory framework governing its operation and the Greek Corporate Governance Code adopted by
the Company.
All applicable FLEXOPACK’s Policies and Procedures for the reporting year are listed below:
•
Risk Management Policy and Procedure.
•
Hiring and Performance Evaluation Process of Senior Managers.
•
Procedure for Disclosure of Transactions by persons exercising managerial duties.
•
Dependency Disclosure Process.
•
Policy and Procedure for Transactions with Related Parties.
•
Conflict of Interest Prevention and Treatment Policy and Procedure.
•
Regulatory Compliance Process.
•
Privileged Information Management Procedure and Proper Public Information.
•
Policy and Procedure for periodic evaluation of the Internal Control System.
•
Training Policy for Board Members and Executives.
•
Sustainable Development Policy.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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•
Eligibility policy for Board Members.
•
Policy to prevent and combat Violence and Harassment at Work.
•
Policy and Procedure for Evaluation of Board Members.
•
Policy and Procedure for Succession of Board Members and CEO.
Business ethics
Code of Ethics and Ethical Conduct
FLEXOPACK conducts all its activities with integrity and in accordance with the Code of Ethics and Ethical
Conduct that it has adopted and governs all interactions between employees, external partners and the
wider environment of the Company, while at the same time it contributes to the achievement of its
objectives. The Code constitutes a guidance tool for presentation of good professional behavior, ethical
conduct and integrity.
It is noted that the Code is implemented by the Company's Management and staff, while the Regulatory
Compliance Officer regularly assesses the adequacy of this Code and guides the Company's Management
and staff for its effective implementation.
The Code includes, among others, the following thematic sections:
Bribery and corruption
As stated in the Code in the Section on the Company's obligations towards third parties, the Company
maintains high standards of ethics and integrity and complies with the requirements of national and
international legislation for the combat of bribery and corruption. Every employee of the Company has an
explicit obligation not to use his/her power and position for personal gain. The Company shows zero
tolerance for any situation or behavior of active or passive bribery or unfair utilization of influence.
Competition Law
The Company, in the context of establishing trusting relationships with its customers and network, always
complies with all the rules of the applicable competition law and it does not seek to gain an advantage
through unfair business practices or illegal actions.
Personal data protection and confidentiality
•
The Company implements a Personal Data Protection Policy in accordance with existing legislation
and the General Data Protection Regulation (GDPR
1
) in the countries in which it operates for all
natural persons. The Policy refers to the personal information that the Company processes as an
employer, prospective employer, supplier of products and services, for promotional purposes, as
well as during its operation and normal activity as a manufacturer of flexible packaging products.
The Policy states, among other things:
•
The type of data.
•
The special categories of data.
•
The collection sources.
•
The purpose for which the data is processed.
In 2022, there were no substantiated complaints and denunciations about violations of customer privacy
and data loss. There have also been no incidents of detected leaks, theft or loss of customer data.
More information on the Personal Data Protection Policy is available on the Company's website.
Implementation of the Code and monitoring of implementation
1
General Data Protection Regulation (GDPR)
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The Code, to which all employees have access via the Intranet platform, is implemented by the Company's
Management and staff, and the Company itself ensures that key business partners and associates
(suppliers, customers, etc.) follow the same minimum standards of ethics and professional conduct.
As part of the proper use of the Code, the following communication channels are available for reporting
incidents of fraud, bribery, corruption, conflict of interest, harassment at work and for other cases of non-
compliance with the Code of Ethics and Ethical Conduct:
Anonymous or not employee complaint forms.
More information on the Code of Ethics and Ethical Conduct is available on the Company's website.
The Company's commitment to high standards of ethics and integrity
The Company aims to continuously comply with the ever-changing regulatory and legal framework as well
as to continue operating by ensuring an environment of integrity, ethics and compliance of all its parties
with the Company's regulations. In addition, the Company has implemented a plan to improve the
disclosure of its non-financial data as well as the systematic monitoring of its effects on the economy,
environment and society. At the same time, it examines the integration of social, environmental and
business ethics criteria in the evaluation of suppliers as mentioned in the supply chain Section.
During the reporting period, there were no reports/complaints regarding:
•
Confirmed incident of corruption.
•
A confirmed incident of corruption, which resulted in the removal or disciplinary action of
employees.
•
Confirmed incident of corruption, which resulted in the termination or non-renewal of the
contract with suppliers/partners.
•
Court case related to corruption against FLEXOPACK or its employees.
•
Cases for which fines were imposed.
•
Cases for which non-monetary sanctions were imposed.
•
Confirmed incidents of non-compliance with laws and regulations.
In addition, during the reporting period there were no monetary losses caused as a result of violations of
business ethics and there were no incidents of legal actions or financial penalties for anti-competitive
conduct, antitrust or monopolistic practices, issues of corruption, bribery, cartel or price-fixing activities.
Sustainable Development Report
The Company's 2021 Sustainable Development Report for the 3
rd
consecutive year presents in detail its
strategy and performance.
The structure of the Report is based on the guidelines of the Global Reporting Initiative in accordance with
the GRI Standards, of the Athens Stock Exchange (ATHEX) and those defined in the Sustainable
Development Goals of the United Nations.
In continuation of the above and in accordance with the results of the regular six-month review of the
composition of the ATHEX Stock Market Indices for the period May 2022 – October 2022 announced by the
Athens Stock Exchange, FLEXOPACK was included in the ATHEX ESG index.
SECTION G
Other information, Treasury shares, Events after the end of the year 2022
1. None of the Group's companies have branches, except for the parent Company, whose old building
located opposite the new industrial plant is considered as a branch. No transfer of the head office of any
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of the Group's businesses took place during the 2022 financial year, nor was a relevant decision taken
regarding the opening or operation of any branch.
2. None of the companies participating in the consolidation has shares of par. 1e of article 26 of Law
4308/2014, except for the parent Company, which currently owns 96,450 own shares with a nominal value
of 0,54 euro per share, acquired in accordance with the more specific regulations and provisions of
Treasury share purchase program, which was approved by the Annual Ordinary General Meeting of
shareholders on June 26, 2020.
3. There are no other significant events that took place after the end of the 2022 fiscal year and up to the
date of preparing of this Report and which are worthy of special mention and reference in this report.
SECTION H’
CORPOTATE GOVERNANCE STATEMENT
CONTENTS
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
1.2 Regulatory framework for corporate governance
2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions
of the Code that the Company does not apply and an explanation of the reasons for non-
implementation
2.3 Corporate governance practices applied by the Company in addition to the provisions of
the law
PART A – BOARD OF DIRECTORS
Ι. Role and responsibilities of the Board of Directors
ΙΙ. Size and composition of the Board of Directors
ΙΙΙ. Operation of the Board of Directors
ΙV. Information regarding the current Board of Directors
PART B – COMMITTEES
Ι. Audit Committee
ΙΙ. Remuneration and Nomination Committee
PART C- GENERAL MEETING
PART D – INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
ΙΙ. Risk M
anagement
PART E ADDITIONAL INFORMATION
PART F – SPECIAL STATEMENTS
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PART G – SUSTAINABLE DEVELOPMENT POLICY
INTRODUCTION
1. CORPORATE GOVERNANCE
1.1 Concept
According to the Corporate Governance Principles of the Organization for Economic Cooperation and
Development (OECD), corporate governance means the system of relationships established between
the Company's Management, shareholders, employees and any other interested party, and aims at the
creation, development and viability of strong, healthy and competitive businesses.
As a set of principles, corporate governance is in fact a matter of self-regulation, namely it is not limited
to the application of mandatory, by laws, clauses and regulations, but is based on the voluntary
acceptance and application of rules understood as specific practices.
Based on these rules, the management is exercised, monitored, organized and controlled, the corporate
operations are performed, the relations with the shareholders and the external agents (shareholders,
suppliers, customers, public administration, etc.) that are interconnected with the Company are formed,
the achievement of objectives that have been set, identified and managed real or potential risks.
The promotion of corporate governance principles aims to increase the credibility of the Greek capital
market towards international and domestic investors, to enhance transparency, improve the
competitiveness of Greek companies and strengthen their internal operating structures. In addition, a
framework of good and adequate corporate governance can, through the consolidation of trust in the
business environment, bring together, in an effective and beneficial way, the interests of business,
citizens and society.
1.2 Regulatory framework for corporate governance
In our country, the corporate governance framework for societe anonyme companies, whose securities
are listed on a regulated market, consists on the one hand in the adoption of mandatory law, on the
other hand in the application of corporate governance principles, as well as in the adoption of best
practices and recommendations through self-regulation.
Specifically, this framework includes:
(a)
Law 4706/2020 (Government Gazette A 136/17.07.2020), with the provisions of which the
legislative framework for corporate governance is substantially reformed and updated, taking into
account the changes in the legislative and regulatory framework governing the action of listed
companies at EU level, during the intervening period since the introduction of Law 3016/2002 (original
legislation on corporate governance) until today, as well as current trends in corporate governance. In
particular, the new regulations seek to substantially upgrade the required organizational structures
and corporate governance procedures of societe anonyme companies, so that they, on the one hand,
meet the increased demands of the modern capital market, and on the other hand, not to affect the
functional and decisive autonomy of the business entity. The aim of the new legislation is to
consolidate good and effective governance practices and consequently to strengthen the confidence of
shareholders or their prospective shareholders.
(b)
the decisions, circulars and recommendations of the Hellenic Capital Market Commission issued
under the authority of the above law;
(c)
certain provisions of Law 4548/2018 as currently in effect and
(d)
the principles, best practices and recommendations of self-regulation, incorporated in the new Greek
Code of Corporate Governance (GCCG), which was drafted by the Hellenic Corporate Governance Council
(ESED) in June 2021 and replaced the Code in force since October 2013.
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2. GREEK CORPORATE GOVERNANCE CODE
2.1 Notification of voluntary compliance of the Company with the Corporate Governance Code
The Company, in full compliance and alignment with the provisions of article 17 par. 1 of law 4706/2020,
proceeded under the relevant decision of its Board of Directors dated 16.07.2021 to the adoption and
implementation of the new Greek Corporate Governance Code (available at
https://www.esed.org.gr
),
into which (Code) states that it is subject to the following detailed deviations and exceptions.
2.2 Deviations from the Corporate Governance Code and their justification. Special provisions
of the Code that the Company does not apply and an explanation of the reasons for non-
implementation
The central goal of the current Greek Corporate Governance Code (hereinafter for abbreviation purposes
referred to as "Code" or "CGC") is the creation of an accessible and comprehensible reference guide,
which sets in a codified way in a single text, high (higher than mandatory) requirements and
specifications of corporate governance.
In particular, the Code does not address issues that constitute mandatory legal provisions (laws and
regulative decisions);
on the contrary, it establishes principles beyond the mandatory framework of
corporate governance legislation and addresses issues that either: (a) are not regulated by law, or b)
are regulated, but the current framework allows selection or derogation, or (c) are regulated to their
minimum content. In these cases, the Code either complements the mandatory provisions, or introduces
stricter principles, drawing on experience from European and international best practices, always guided
by the characteristics of Greek business and the Greek stock market.
The Code is implemented based on the
"Comply or explain" principle
. This principle requires
companies that apply the Code to either comply with all of its provisions, or to justify the reasons for
their non-compliance with its specific special practices. The explanation of the reasons for non-
compliance should not be limited to a simple reference to the practice with which the Company does not
comply, but should be justified in a specific, definite, comprehensible, substantive and convincing
manner.
The Company first confirms with this Statement that it faithfully and strictly applies the
current provisions of Greek legislation regarding corporate governance, as in force today
(Law 4706/2020, Law 4548/2018 and Law 4449/2017).
However, in relation to the specific practices and principles established by the Code, there are currently
some deviations (including the case of non-application), for which deviations an analysis follows and
explanation of the reasons justifying them.
In particular, the existing deviations in relation to the specific practices and principles
established by the Code are the following:

The Board of Directors has not adopted Rules of Operation, which at least describes
the way it meets and makes decisions and the procedures it follows.
This deviation is explained by the fact that the provisions of the Articles of Association and the Internal
Operating Regulation of the Company in combination with the existing legal framework (Laws
4548/2018 and 4706/2020) are considered sufficient, reasonable and satisfactory for the general
organization and operation of the Board of Directors, ensure the full, correct, efficient and timely
fulfilment of its duties and the adequate consideration of all issues on which it is called to take
decisions and form a flexible and effective framework of meetings and decision-making.
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
At the beginning of each calendar year, the Board of Directors does not adopt a
meeting calendar and an annual action plan, which is revised according to the
developments and needs of the Company.
This deviation is reasonably understood by the fact that all the members of the Board of Directors of
the Company are residents of the Attica prefecture and therefore it is easy to convene and meet the
Board of Directors, whenever the needs of the Company or the law impose, without the existence of a
predetermined strict action plan. Furthermore, in the current Articles of Association of the Company
there is now an explicit provision for the possibility of a meeting of the Board of Directors via
teleconference, with respect to some and/or all its members, and therefore it becomes possible to
convene it immediately, whenever it is necessary and appropriate, in order to properly address and
resolve the issues that arise and take appropriate decisions.

The Chairman is not elected by the independent non-executive members. Although
the Chairman is elected by the non-executive members, it is not appointed one of the
independent non-executive members either as Vice-Chairman or as a Senior Independent
Director.
This deviation is justified by the desire of the Company's Management not to further burden the
independent non-executive members of the Board of Directors with additional duties and responsibilities,
due to the important role they are called to play in the special Committees in which they participate
(Audit Committee and Remuneration and Nomination Committee). After all, the appointment of an
independent non-executive member as Vice-Chairman would make it necessary for him/her to provide
daily and substantial assistance to the Chairman of the Board, especially during the process of
organization and operation of the Board, which may be a deterrent factor regarding the need and
obligation of the independent non-executive member to devote sufficient and necessary time in the
performance of his/her other duties.

The maturity of the options is defined in a period of less than three (3) years from the
date of their granting to the executive members of the Board of Directors.
This deviation is due to the preparation and approval by the Board of Directors, in the context of the
provided by the General Meeting of the shareholders relative authorization, of the existing share
distribution programs to the members of the Board of Directors, the Directors and the employees of the
Company, in the form of option to acquire shares, according to the provisions of article 113 of law
4548/2018, at a time prior to the entry into force of the existing Corporate Governance Code. In any
case, this deviation is limited and insignificant as the period of maturity of the options is not much
shorter than that provided by the Code.

The contracts of the Board of Directors’ executive members do not provide that the
Board of Directors may demand the return of all or part of the bonus awarded, due to breach
of contract terms or inaccurate financial statements of previous years or generally based on
incorrect financial data used for calculation of this bonus.
This deviation is justified by the fact of non-payment of variable remuneration (bonus) to the executive
members of the Board of Directors, namely remuneration which is related to the achievement of
performance goals of both the executive members and the Company. In any case, the Financial
Management of the Company takes all the necessary measures, in order for any rights to receive
extraordinary remuneration (bonus) to mature and be paid only after the audit and final approval of the
annual financial statements and to avoid the phenomenon of bonus payment based on incorrect or
inaccurate financial statements.
However, in order to comply with the above requirement of the CGC, the Company's Management is
considering the inclusion in the existing contracts of the Board of Directors’ members of a relevant
additional provision regarding the right of the Board of Directors to demand the return of all or part of
the bonus that has been awarded due to breach of contract terms or inaccurate financial statements or
incorrect financial information.
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2.3 Corporate governance practices applied by the Company in addition to the provisions of
the law
The Company faithfully applies the provisions of the current legal framework regarding corporate
governance, while at the present time there are no applicable practices in addition to the provisions of
the law, since the main purpose and priority of the Company's Management at the present time is the
complete and substantial adoption and implementation of the provisions introduced with the newly
established regulatory framework (Law 4706/2020 and related decisions of the Hellenic Capital Market
Commission).
PART A – BOARD OF DIRECTORS
Ι.
Role and responsibilities of the Board of Directors, obligations of its members
1.1
The Company is governed by the Board of Directors, which is responsible for deciding on any action
concerning the management of the Company, the management of its assets, its judicial and extrajudicial
representation and in the general pursuit of its objective.
1.2
The Board of Directors is responsible for:
•
the administration, representation, as well as management of corporate assets,
•
decision-taking on all in general issues concerning the Company within the framework of the
corporate objective, without any restrictions, with the exception of those which according to
the law or the Articles of Association of the Company fall under the exclusive competence of
the General Meeting,
•
the representation of the Company in Greece and abroad, in front of Public, Municipal and
other Authorities or International Organizations of any nature or natural or legal persons, all in
general the Courts in Greece of all degree and jurisdiction,
•
taking any decision regarding the promotion of the Company's interests,
•
the definition and supervision of the corporate governance system of provisions 1 to 24 of Law
4706/2020, and the periodic monitoring and evaluation, at least every three (3) financial
years, of its implementation and effectiveness, taking the appropriate actions for the
addressing of deficiencies,
•
the assignment of the Internal Audit of the Company to one or more persons, non-members,
•
ensuring the adequate and efficient operation of the internal control system (which includes
the functions of Internal Control, Regulatory Compliance and Risk Management),
•
the management of corporate affairs in order to promote the corporate interest and to
supervise the execution of the Board of Directors and General Meeting’s decisions while
informing the other members about corporate issues,
•
the definition of the values and the strategic orientation of the Company, as well as the
continuous monitoring of their observance, ensuring their alignment with the corporate
culture,
•
the diffusion of values and corporate objective in all policies, procedures and behaviors within
the Company, setting for example the appropriate standards of conduct,
•
the planning and monitoring of the implementation of the Company's strategy and the
approval and monitoring of its business plan,
•
determining the extent of the Company's exposure to risks, which it intends to undertake in
the context of achieving its objective and in particular its long-term strategic goals,
•
the definition or/and delimitation of the responsibilities of the Chief Executive Officer as well as
the Deputy Chief Executive Officer, if any,
•
the establishment of a Policy for the identification, avoidance and treatment of conflicts of
interest between the interests of the Company and those of the members of the Board of
Directors or persons to whom the Board of Directors has assigned some of its responsibilities,
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•
the determination of the appropriate structures, reference lines and responsibilities to achieve
the Company's objectives,
•
ensuring the smooth succession of its members and senior executives of the Company,
•
its effective operation, its systematic evaluation, as well as of its Committees and its members
and their continuous improvement,
•
the care for the composition and operation of the Board of Directors and its Committees in
accordance with the current legislation, as well as for the compliance with any obligation, as it
derives from the current legislation, as well as from the corporate documents, policies and
procedures governing it as well
•
the other responsibilities as they are provided in the Articles of Association of the Company, its
Operating Regulation and the current legislation.
1.3
The Board of Directors has the ability in general to assign its powers of management and
representation of the Company, except those that require collective action, to one or more persons,
members or not, determining at the same time the extent of this assignment. In any case, the
responsibilities of the Board of Directors are subject to articles 19 and 99-100 of Law 4548/2018, as in
force.
1.4 Obligations of the Board of Directors’ members
1.4.1 General
The members of the Board of Directors must, in the exercise of their duties and responsibilities, observe
the law, the Articles of Association and the legal decisions of the General Meeting. They have to make
every effort to carry out their duties, to manage corporate affairs in order to promote corporate interest,
to supervise the execution of the decisions of the Board of Directors and of the General Assembly and
to inform the other members about corporate issues. The custody is judged on the basis of the status
of each member and the duties assigned to him/her by law, the Articles of Association or by decision of
the competent corporate bodies.
1.4.2 Obligation of faith - Conflicts of interest
The members of the Board of Directors have an obligation of faith to the Company. In particular they
must:
(a)
Do not pursue their own interests that contradict the interests of the Company.
(b)
To disclose in a timely and adequate manner to the other members of the Board of Directors their
own interests, which may arise from the Company's transactions, which fall within their duties, as well
as any conflict of their interests with those of the Company or related companies to it according to the
meaning of article 32 of law 4308/2014, which arises during the exercise of their duties. They must also
reveal any conflict between the interests of the Company and the interests of the persons of paragraph
2 of article 99 of Law 4548/2018, if they are related to these persons. A sufficient disclosure is one that
includes a description of both the transaction and own interests.
(c)
To keep strict confidentiality about the corporate affairs and the confidential of the Company which
became known to them due to their status as consultants.
(d)
The member of the Board of Directors is not entitled to vote on issues in which there is a conflict of
interest with his/her Company or persons with whom he/she is associated in a relationship subject to
paragraph 2 of article 99 of Law 4548/2018. In these cases the decisions are taken by the other
members of the Board of Directors, and in case the impossibility of voting concerns so many members,
so that the rest do not form a quorum, the other members of the Board of Directors, regardless of their
number, must proceed to convening a General Meeting for the sole purpose of taking this decision
1.4.3 Prohibition of competition
It is prohibited for the members of the Board of Directors who participate in any way in the management
of the Company, as well as to its directors, to act, without the permission of the General Meeting or the
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relevant provision of the Articles of Association, on their own account or on behalf of third parties, acts
subject to the purposes of the Company, as well as to participate as general partners or as sole
shareholders or partners in companies that pursue such purposes.
In case of culpable violation of the previous paragraph prohibition, the Company is entitled to claim
compensation. However, instead of compensation, it may require that, for transactions performed on
behalf of the consultant or the director, these transactions were performed on behalf of the Company,
and that for transactions performed on behalf of a third party, to be granted to the Company the fee for
the mediation or to be assigned to it the relevant receivables.
These receivables expire after one (1) year from the time when the above transactions were announced
at a meeting of the Board of Directors or were notified to the Company. The limitation period, however,
occurs five (5) years after the entry into force of the prohibited act.
ΙΙ. Size and Composition of the Board of Directors
2.1
Composition of the Board of Directors
2.1.1
According to article 9 of the Company’s current Articles of Association, the Board of Directors
consists of five (5) to fifteen (15) members, who are elected by the General Meeting of Shareholders
with an absolute majority of votes represented in the General Meeting.
2.1.2
The members of the Board of Directors can be shareholders of the Company or not. A member of
the Board of Directors can also be a legal entity. In this case, the legal entity is obliged to appoint a
natural person to exercise the powers of the legal entity as a member of the Board of Directors. The
natural person is fully co-responsible with the legal entity for corporate management.
2.1.3
The members of the Board of Directors are always re-elected and freely revoked by the General
Meeting, regardless of the expiration date of their term.
2.1.4
The General Meeting may also elect alternate members, equal number to the regular members.
Alternate members may be used only to replace members of the Board of Directors who have resigned,
passed away or lost their status in any other way.
2.2 Term of the Board of Directors
The term of the Board of Directors’ members is five years, extended until the expiration of the term
within which the next Ordinary General Meeting must convene and until the relevant decision is taken,
but in no case may it exceed six years.
2.3
Participation in the meeting of the Board of Directors
2.3.1
Each consultant must attend the meetings of the Board of Directors uninterruptedly and devote
the time required for the satisfactory and effective fulfillment of his/her duties.
2.3.2
The unjustified absence or non-representation of a consultant during the meetings of the Board
of Directors for a period longer than six (6) months is equivalent to his/her resignation. The resignation
becomes final from the day that the Board of Directors will decide on it, and its decision is recorded in
the minutes and is notified to the consultant to whom it concerns.
In the event of an unexcused absence of an independent member in at least two (2) consecutive
meetings of the Board of Directors, this member should be considered as having resigned. In such a
case, the resignation will be established by a decision of the Board of Directors, which will then replace
the member, in accordance with the procedure of par. 4, article 9 of Law 4706/2020.
2.4
Replacement of the Board of Directors’ members
2.4.1
Subject to the provisions of Law 4706/2020 on corporate governance, in case of resignation,
death or any other way of losing the status of member or members of the Board of Directors, the latter
may elect members to replace the missing members. This election is allowed if the replacement is not
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possible by alternate members, who may have been elected by the General Meeting. The election by
the Board of Directors is made by decision of the remaining members, provided that there are at least
three and is valid for the remainder of the term of the replaced member. The decision of the election is
submitted to the publicity of article 13 of law 4548/2018 and is announced by the Board of Directors at
the next General Meeting, which can replace the elected members, even if there is no relevant item on
the agenda.
2.4.2
In case of resignation, death or in any other way loss of member or members’ status of the Board
of Directors, the remaining members may continue the management and representation of the Company
without replacing the missing members in accordance with the previous paragraph, provided that their
number exceeds half of the members, as they had been before the occurrence of the above events. In
any case, these members may not be less than three (3).
2.4.3
In any case, the remaining members of the Board of Directors, regardless of their number, may
convene a General Meeting with the sole purpose of electing a new Board of Directors.
2.5 Distinction between executive and non-executive members of the Board of Directors
2.5.1
The executive members of the Board of Directors are in charge of the management issues related
to the daily operation of the Company as well as for the implementation of the strategy determined by
the Board of Directors. The executive members regularly consult with the non-executive members of
the Board of Directors on the appropriateness of the strategy implemented.
In cases of crises or risks, as well as when the circumstances require the assumption of measures that
are reasonably expected to significantly affect the Company, such as when decisions are to be made
regarding the development of the business activity and the risks assumed which are expected to affect
the financial position of the Company, the executive members inform the Board of Directors in writing
without delay, either jointly or separately, submitting a relevant report with their estimates and
proposals.
2.5.2
The non-executive members of the Board of Directors, including the independent non-executive
members, are responsible for the promotion of the corporate goals and issues and the safeguarding of
the interests of the Company and have, in particular, the following obligations:
(a)
monitor and examine the Company's strategy and its implementation, as well as the achievement
of its objectives,
(b)
ensure effective oversight of executive members, including monitoring and controlling their
performance,
(c)
consider and express opinions on proposals submitted by executive members, based on existing
information,
(d)
contribute, through constructive criticism, in the development of strategy proposals for all the
Company's issues.
2.5.3
The Board of Directors of the Company, in terms of its independent non-executive members,
takes all necessary measures to ensure compliance with the independence criteria set by the applicable
regulatory framework. With the assistance and support of the Remuneration and Nomination
Committee, the Board of Directors reviews the fulfilment by independent non-executive members of the
independence criteria at least on an annual basis per financial year and before the publication of the
annual Financial Report, which includes relevant finding.
Within this framework, each independent non-executive member completes and submits annually to the
Board of Directors a relevant questionnaire and a responsible statement regarding his/her fulfilment of
the independence criteria.
Following the above, the Board of Directors of the Company after a thorough examination of the
fulfilment by the independent non-executive members of the defined by the provisions of article 9 par.
1 and 2 conditions of independence, declares, ascertains and confirms that both during the 2022
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(01.01.2022-31.12.2022), as well as at the date of approval of this Report, all its independent non-
executive members, and in particular Mr. Ioannis Tsoukaridis, Ioannis Papamichalis and Aliki Benroubi,
continue to meet in their entirety the conditions of independence set by the current regulatory
framework.
2.6 Succession of members of the Board of Directors and CEO
2.6.1 The Board of Directors of the Company during its meeting on 30.12.2022 approved the Policy and
Procedure for the Succession of the Board Members and CEO, which was drawn up with the cooperation
of the Remuneration and Nomination Committee. The Policy aims to ensure on the one hand the orderly
and smooth functioning of the Board of Directors, and on the other hand, the smooth continuity of the
corporate entity and the effective implementation of the business plan and its strategy.
2.6.2
The above Policy applies:
(a)
to all the members of the Company's Board of Directors (executive, non-executive, independent
non-executive),
(b)
to the CEO of the Company, as well as to his/her Deputies (one and/or more) and
(c)
to the members of the various Committees of the Board of Directors.
2.6.3
The Succession Policy and Procedure for the members of the Board of Directors and the CEO
includes the following stages:

recognition of the need to fill the vacancy,

determination and approval of the profile of the position to be filled,

examination of the possibility of filling the position internally from the list of candidates
maintained and updated by the Remuneration and Nomination Committee,

activation of the possibility of selecting an external candidate, in case there is no suitable
internal candidate, either upon recommendation or through assignment to an external
consultant,

evaluation of the main characteristics and qualifications of the candidates to fill the position
according to the procedure and criteria described in the Succession Policy,

completion of the evaluation process and communication of the results to the interested
parties.
2.6.4
The Company's Remuneration and Nomination Committee evaluates the adequacy and
effectiveness of the Policy, monitors its adoption and implementation, while recording any identified
weakness as well as deficiency and makes the necessary and appropriate proposals-recommendations
for improvement.
2.6.5
The Policy is examined on an annual basis and its content as well as implementation is amended
and reviewed whenever this is deemed appropriate or necessary, following a relevant recommendation
by the Remuneration and Nomination Committee.
2.7 Evaluation of the Board of Directors
2.7.1
The evaluation of the members of Board of Directors is carried out on an annual basis and includes
the assessment of all members (executive, non-executive, independent non-executive), as well as third
parties (non-members of the above body) who are members of the more specific BoD Committees.
2.7.2
The members of the Board of Directors are evaluated:
(a)
on a collective basis, which takes into account the overall operation and effectiveness of the subject
corporate body and
(b)
on an individual basis which entails the assessment of contribution of each member towards the
successful operation of the Board of Directors.
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2.7.3
The evaluation of both the collective and individual suitability is carried out on the basis of
questionnaires which are completed by each member of the Board of Directors separately, while
additionally within the framework of individual assessment, private meetings between the Remuneration
and Nomination Committee and the members may be held, if deemed appropriate or necessary. The
members of Board of Directors must answer honestly to all the questions included in the questionnaires.
2.7.4
The criteria based on which the suitability of the members of Board of Directors is evaluated are
defined by Law 4706/2020, the decisions issued by the Hellenic Capital Market Commission under its
authority, as well as by the Company's applicable Suitability Policy.
2.7.5
The evaluation of the overall performance of the Board of Directors concerns the following: the
size and composition, the existence of diversity among its members, the adequate representation by
gender and the non-application of outdated criteria (e.g. gender, race, color, ethnic or social origin,
religion, age, sexual orientation, etc.) during the recruitment process.
In any case, the evaluation of the collective suitability of Board of Directors aims to ensure the existence
of a body that consists of the most competent and suitable (fit and proper) individuals, operates in
accordance with the Articles of Association, the Greek Code of Corporate Governance, the Internal
Regulation, the Company's more specific Policies and Procedures, as well as the applicable legislative
and regulatory framework in general. The evaluation also ensures that the Board of Directors is able to
take, through effective cooperation and fruitful exchange of views, the appropriate decisions taking into
account the business model, the risk acceptance level, the business strategy and the conditions of the
market in which the Company activates, while monitoring the actual implementation of the decisions of
top management and exercising constructive criticism in the context of promoting the broader corporate
interests.
2.7.6
The evaluation of the individual suitability of each member of the Board of Directors concerns the
level of performance on an individual basis and the assessment of contribution to the effective operation
and overall performance of the collective body, i.e. BoD.
When evaluating individual suitability, the member's status (executive, non-executive, independent),
his/her participation in special committees, the assumption of specific responsibilities, along with the
theoretical knowledge and professional experience are all taken into account for the benefit of the
company's interests and activities. Additional areas that are being assessed include the time each
member spends in fulfilling the respective duties, the overall personal behavior, the absence of any kind
of compromise, as well as the absence of objective and proven factors that indicate a lack of honesty,
integrity and good reputation.
2.7.7
The Company's Remuneration and Nomination Committee is the competent body for the initiation
of the evaluation process of the Board of Directors as well as for the more specific structure of this
process (internally or via the assistance of an independent external consultant).
2.7.8
In the event that a low level of performance is detected, the Chairman of the Board of Directors
(non-executive member) is being informed. By this manner, an individual meeting with the member of
the Board of Directors can be considered on the one hand for personal briefing and on the other hand
for purposes of discussion about the individual weaknesses or deficiencies that have been identified and
also for taking further actions or implementing procedures, the adoption of which is deemed appropriate
as well as necessary (e.g. further training of the member, removal of specific responsibilities, etc.).
ΙΙΙ. Operation
of the Board of Directors
3.1 Formation of the Board of Directors as a body
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The Board of Directors immediately after its election by the General Meeting convenes and is formed in
a body, electing among its members by secret voting and by an absolute majority the Chairman and
Vice-Chairman as well as the Chief Executive Officer. The Chairman, when he/she is absent or disabled,
is replaced by the Vice Chairman and him/her, the Consultant appointed by the Board of Directors. The
Chief Executive Officer, when absent or disabled, is replaced by the Consultant appointed by the Board
of Directors. The award of the position of Chairman or Vice-Chairman and the Chief Executive Officer is
not considered incompatible for the same person.
3.2 Board of Directors meetings
3.2.1
The Board of Directors meets whenever required by law, the Articles of Association or the needs
of the Company, at its headquarters or in the region of another Municipality within the prefecture of the
headquarters. The Board of Directors meets validly outside its headquarters in another place, either at
resident country or abroad, provided that all its members are present or represented at the meeting
and no one objects to the holding of the meeting and the decision-making.
3.2.2
The Board of Directors may meet by teleconference with respect to some or all of its members.
In this case, the invitation to the members of the Board of Directors includes the necessary information
and technical instructions for their participation in the teleconference.
3.2.3
During the closing year 2022 (01.01.2022-31.12.2022) thirty-six (36) meetings of the Board of
Directors took place. All of its members participated in all the above meetings (fully-attended meetings).
3.3
Convening of the Board of Directors
3.3.1
The Board of Directors is convened by its Chairman or his/her deputy with an invitation notified
to its members, in which the items of the agenda must be clearly stated, otherwise decisions are allowed
only if all the members of the Board of Directors are present or represented and no one objects to
decision making.
3.3.2
The convening of the Board of Directors can be requested by at least two (2) of its members with
their request to its Chairman or his/her deputy, in accordance with the provisions of article 91 par. 3 of
law 4548/2018.
3.4 Quorum - Decision making of the Board of Directors
3.4.1
The Board of Directors is in quorum and meets validly, when is present or represented to it half
(1/2) plus one consultant, but the number of present or represented consultants can never be less than
three (3). In order to find the quorum number, any resulting fraction is omitted.
3.4.2
The decisions of the Board of Directors are validly taken by an absolute majority of the members
present or represented. In case of a tie, the vote of the Chairman of the Board of Directors shall not
prevail. Each Consultant has one (1) vote. Each consultant can validly represent only one consultant.
Representation may not be assigned to persons who are not members of the Board of Directors. The
voting in the Board of Directors is open, unless with its own decision it is decided that on the specific
issue a secret voting will be held, in which case the voting is conducted with a ballot paper.
3.5
Board of Directors’ minutes
3.5.1
The discussions and decisions of the Board of Directors are recorded briefly in a special book,
which can also be kept electronically. At the request of a member of the Board of Directors, the Chairman
is obliged to record in the minutes a summary of his/her opinion. The Chairman has the right to refuse
to record an opinion, which refers to issues obviously off the agenda or its content is clearly contrary to
good morals or the law. In this book it is also recorded a list of members present or represented at the
meeting of the Board of Directors. The minutes of the Board of Directors are signed by the present
members. In case of refusal of signing by a member, a relevant mention is made in the minutes.
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3.5.2
Copies and extracts of the minutes of the Board of Directors are certified by the Chairman or
his/her deputy, in case of impediment, by the General Manager of the Company or by the person
appointed by a decision of the Board of Directors of the Company.
3.5.3
Copies of minutes of Board of Directors meetings for which there is an obligation to register them
in the G.E.M.I., according to article 12 of law 4548/2018 or other provisions, there are submitted to the
competent service of G.E.M.I. within twenty (20) days from the meeting of the Board of Directors.
3.5.4
The preparation and signing of minutes by all members of the Board of Directors or their
representatives is equivalent to a decision of the Board of Directors, even if no previous meeting has
taken place. This arrangement also applies if all consultants or their representatives agree to have their
majority decision recorded in a minutes without a meeting. The relevant minutes are signed by all
Consultants. Signatures of consultants or their representatives can be replaced by exchanging messages
by e-mail or other electronic means.
ΙV. Information for the current Board of Directors and the Committees of the Company
4.1
In the context of the full, substantial and effective compliance and harmonization of the Company
with the requirements and regulations of the new law 4706/2020 (Government Gazette A
136/17.07.2020) on corporate governance, the Annual Ordinary General Meeting of shareholders of
June 25, 2021 elected a new nine-member (9-member) Board of Directors with a five-year term, namely
until 25.06.2026, extended until the expiration of the deadline within which the next Ordinary General
Meeting must convene and until a relevant decision is made, consisting of the following members:
1) Georgios Ginosatis of Spyridonas,
2) Stamatina Ginosati of Georgios,
3) Stamatios Ginosatis of Spyridonas,
4) Asimina Ginosati of Dimitrios,
5) Dimitrios Ginosatis of Stamatis,
6) Spyridonas Ginosatis of Stamatis,
7) Ioannis Tsoukaridis of Petros,
8) Ioannis Papamichalis of Eustratios and
9) Aliki Benroubi of Sam Samouil.
4.2
At the same time with this decision of the above Annual Ordinary General Meeting of the
shareholders has defined as independent members of the Company’s Board of Directors Messrs.: 1)
Ioannis Papamichalis of Eustratios, 2) Ioannis Tsoukaridis of Petros and 3) Aliki Benroubi of Sam
Samouil, who meet the who fully meet the conditions and criteria of independence set by the current
legislative and regulatory framework (article 9 par. 1 and 2 of l. 4706/2020), namely:
(a)
do not
hold directly or indirectly percentage of voting rights greater than 0.5% of the Company’s
share capital and
(b)
are free from any dependent relationship with the Company or persons related to it and maintain
no financial, business, family or other relationship, which may affect their decisions and their
independent, objective and impartial judgment.
4.3
The above elected Board of Directors was formed into body as follows:
1) Georgios Ginosatis of Spyridonas, Chairman of the Board of Directors (Non-Executive Member).
2) Stamatina Ginosati of Georgios, Vice-Chairman of the Board of Directors (Executive Member).
3) Stamatios Ginosatis of Spyridonas, Chief Executive Office (Executive Member).
4) Asimina Ginosati of Dimitrios, Member of the Board of Directors (Executive Member).
5) Dimitrios Ginosatis of Stamatis, A’ Deputy Chief Executive Officer (Executive Member).
6) Spyridon Ginosatis of Stamatios, B’ Deputy Chief Executive Officer (Executive Member).
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7) Ioannis Tsoukaridis of Petros, Member of the Board of Directors (Independent Non-executive
Member).
8) Ioannis Papamichalis of Efstratios, Member of the board of Directors (Independent Non-Executive
Member).
9) Aliki Benroubi of Sam Samouil, Member of the Board of Directors (Independent Non-Executive
Member).
The composition of the new Board of Directors of the Company fully covers the appropriate and effective
exercise of its duties and responsibilities, reflects the size, organization and mode of operation of the
Company that requires speed and flexibility, due to the strong export orientation and the very high
percentage of extroversion, achieves adequate staffing of both existing and new Committees set up to
strengthen the supervisory role of the Board of Directors, and it is distinguished for the diversity of
knowledge, skills, qualifications and experience, elements that can contribute decisively to the
promotion and achievement of the corporate objectives and plans of the Company.
Particularly and according to the above, the Company’s Board of Directors is consisted of:
•
4/9 (44.4%) non-executive members
•
3/9 (33.3%) independent non-executive members
•
3/9 (33.3%) women
4.4
The minutes of 25.06.2021 of the Annual Ordinary General Meeting of the Company's shareholders
regarding the election of a new Board of Directors as well as the minutes of 25.06.2021 of the Board of
Directors on its formation into body and the granting of commitment and representation rights of the
Company were registered in the General Commercial Registry (G.E.MI) on 08.07.2021 with Registration
Code Numbers (RCN) 2578692 and 2578693 respectively, issued in relation to it with protocol number
2400213/08.07.2021 of the relevant announcement of the Ministry of Development and Investment
(General Secretariat of Commerce & Consumer Protection, General Directorate of Market, Directorate
of Companies, Department of Supervision of Listed SAs & Sports SA)
4.5
As of December 31, 2022 as well as on the date of publication of this Report, the composition of
the Board of Directors is as follows:
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4.6
Regarding the proper operation of the Board of Directors and the day-to-day management and
control of the Company's activities, there is a clear separation of responsibilities at the management
level. The duties of the Chairman of the Board of Directors and those of the Chief Executive Officer are
exercised by different persons, while in full compliance with the provision of par. 1 of article 8 of Law
4706/2020 the Chairman of the Board of Directors is a non-executive member. In particular and in
accordance with the provisions of the current Operating Regulations of the Company:
4.6.1 Chairman of the Board of directors
The Chairman of the Board of Directors, who is a non-executive member, chairs the meetings of this
corporate body and is responsible for organizing and coordinating its work in order to achieve its efficient
and effective operation.
The responsibilities of the Chairman of the Board of Directors include the following:
•
ensuring the good organization and efficiency of the Board of Directors’ work and its
Committees,
•
setting the items on the daily agenda, ensuring that the Board of Directors takes decisions on
all matters within its remit and devotes the required time to issues that concern it,
•
convening and chairing the meetings of the Board of Directors and ensuring their effective
conduct through the encouragement of constructive dialogue and the effective contribution of
the views of the Board of Directors’ members,
•
ensuring the timely and correct information of the Board of Directors’ members for the
preparation of its meetings,
•
ensuring constructive relations between executive and non-executive members and creating
an open-minded culture,
•
ensuring the effective communication of the Board of Directors with the shareholders, so that
their positions on important issues are understood,
•
cooperation with the Chief Executive Officer and the Corporate Secretary for the preparation of
the Board of Directors and the full information of its members,
Full Name
Capacity
Date of Election
End of Term
& Re-election
Chairman of BoD
25.06.2021
25.06.2026
Non-Executive Member
Stamatina Ginosati
Vice Chairman of BoD
25.06.2021
25.06.2026
Executive Member
Stamatios Ginosatis
Chief Executive Officer (CEO)
25.06.2021
25.06.2026
Executive Member
Asimina Ginosati
Executive Member
25.06.2021
25.06.2026
Dimitrtios Ginosatis
First Deputy CEO
25.06.2021
25.06.2026
Executive Member
Spyridon Ginosatis
Second Deputy CEO
25.06.2021
25.06.2026
Executive Member
Ioannis Tsoukaridis
Independent Non- Executive Member
25.06.2021
25.06.2026
Ioannis Papamichalis
Independent Non- Executive Member
25.06.2021
25.06.2026
Aliki Benroubi
Independent Non- Executive Member
25.06.2021
25.06.2026
Georgios Ginosatis
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•
overseeing the evaluation process of the Board of Directors for the effective fulfillment of its
duties,
•
all other responsibilities that, as the case may be, are mentioned in the Company's Articles of
Association and / or in the current legislation.
4.6.2
Chief Executive Officer
The Chief Executive Officer is the Executive Member of the Board of Directors to whom are assigned the
responsibilities for the management of the Company and its representation, acting within the limits of
the powers and responsibilities set by the current legislation, the Articles of Association, the specific
decisions of the Board of Directors, the Regulations and Policies that govern the organization and
operation of the Company. In particular, the CEO has the following responsibilities:
•
conducts every act of administration, management and representation of the Company within
the framework of the powers and responsibilities assigned to him/her by the Board of Directors,
•
decides on all general issues concerning the Company within the framework of the corporate
objective,
•
executes the decisions of the Board of Directors,
•
is responsible for the implementation of the corporate strategy as defined by the Board of
Directors,
•
further delegates the exercise of the powers and responsibilities assigned to him/her to third
parties, employees or not of the Company, members or not of the Board of Directors, in general
or for only certain acts, within the scope of the powers assigned to him/her, determining at the
same time the scope of this assignment,
•
ensures the immediate availability to the members of the Board of Directors of any information
that becomes necessary for the performance of their duties,
•
cooperates with the Chairman of the Board of Directors and the Corporate Secretary for the
preparation of the Board of Directors and the full information of its Members,
•
consults at regular intervals with the non-executive members of the Board of Directors on the
appropriateness of the corporate strategy in its implementation,
•
informs the Board of Directors in writing without undue delay, either alone or together with the
other executive members of the Board of Directors, submitting a relevant report with the
assessments and proposals, when there are situations of crisis or risk, as well as when the
circumstances require them to be taken measures, which are reasonably expected to
significantly affect the Company, such as when decisions are to be made regarding the
development of the business activity and the risks taken, which are expected to affect its
financial position.
4.6.3 Vice-Chairman of the Board of Directors
The Vice Chairman of the Board of Directors replaces the Chairman in his/her duties, in cases where the
Chairman is prevented from exercising them and in general where provided by the Company's Articles
of Association and the law. The Vice Chairman of the Board of Directors, in addition to his/her
responsibilities related to the operation of the Board of Directors, and to the extent that he/she retains
executive capacity, will exercise the executive responsibilities provided to him/her by the relevant
powers of the Board of Directors, in order to participate in all decisions which substantially affect the
course of the Company.
4.6.4 Deputy Chief Executive Officer
The Deputy Chief Executive Officer is an Executive Member of the Board of Directors of the Company
and replaces the Chief Executive Officer, when he/she is absent or prevented from performing any of
his/her duties. More than one executive member of the Board of Directors may be appointed as Deputy
Chief Executive Officers, while the extent of responsibilities assigned to them is delimited by the Board
of Directors by special decision.
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4.6.7 Corporate Secretary
It is a support body of the Board of Directors according to the Greek Code of Corporate Governance.
Appointed and revoked by the Board of Directors, is not a member of it and attends its meetings. The
main responsibilities of the Corporate Secretary are the following:
•
providing practical support to the Board of Directors of the Company in terms of its compliance
with the internal Policies and Procedures of the Company, the relevant laws and regulations
and the effective operation of the Board of Directors,
•
ensuring, in consultation with the Chairman, the immediate, clear and complete information of
the Board of Directors, the inclusion of new members, the organization of General Meetings, the
facilitation of communication of the shareholders with the Board of Directors and the facilitation
of communication of the Board of Directors with senior executives.
4.7 Curriculum vitae of members of the Board of Directors and senior executives
4.7.1
The brief CVs of the Members of the Board of Directors are as follows:
Georgios Ginosatis, Chairman of the Board of Directors (Non-Executive Member)
He is one of the founders of FLEXOPACK with industrial and administrative experience for over forty
years. He has been educated on polymer technology and processing.
For a number of years he was an elected Consultant at the Athens Chamber of Commerce and Industry.
He was the Chairman of the Board of Directors and Chief Executive Officer of FLEXOPACK from January
1989 until June 2021, when he assumed the capacity of the Chairman of the Board of Directors.
Stamatios Ginosatis, Chief Executive Officer (Executive Member)
He has industrial administrative and laboratory experience of more than forty years. He is one of
FLEXOPACK’s founders.
His vision, business thinking and international experience have contributed to the significant growth of
the Group, making the Group one of the leaders in Europe in the field of flexible plastic packaging of the
food industry.
He served as Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer of
FLEXOPACK from January 1989 until June 2021, when he assumed the capacity of Chief Executive
Officer.
He studied Chemistry at the Aristotle University of Thessaloniki and holds a M.Sc. from the City
University of London in polymer technology.
Ginosati Stamatina, Vice-Chairman of the Board of Directors (Executive Member)
She is the head of the Human Resources Management (HR) Department of the Group. She holds a
degree in Economics and Business Administration (Maitrise Economie et Gestion de l'entreprise) from
the University of Aix - Marseille II in France as well as long-term work experience in the Company and
later in the Group, as she has been actively employed since 2002 until today, while she was elected as
a member of the Board of Directors in June 2017.
Ginosati Asimina, Member of the Board of Directors (Executive Member)
She has significant administrative experience and knowledge of the Company's objective, employed in
a dependent employment relationship since 1986 continuously until today, participating in the close
management team with the Company's founders and having assumed responsibility for both the
Company's Credit Control Department and broadly of the Group, as well as the supervision of
organizational and administrative operations. She was elected as an executive member of FLEXOPACK’s
Board of Directors on January 1989.
Ginosatis Dimitrios, First Deputy Chief Executive Officer (Executive Member)
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He is the Business Development Manager of Flexopack Group and he has held various positions of
responsibility in the organization during his 15-year term.
He has extensive experience in the production, research and development of flexible packaging products
and holds patents on plastic packaging.
He was born in 1980 in Athens and holds a B.A. in Computer Science from Brown University in the USA
and M.Sc. in Polymer Science from Michigan State University. He is member of FLEXOPACK BoD as of
June 2017.
Ginosatis Spyridonas, Second Deputy Chief Operating Officer (Executive Member)
He is the Head of Operations of FLEXOPACK Group with experience of more than 10 years in the polymer
processing industry.
He has been an executive in financial and business sector before joining the team of Flexopack.
He was born on 1983 in Athens and holds a B.Sc. on applied Mathematics from the University of Brown
USA.
He is member of FLEXOPACK BoD as of June 2017.
Tsoukaridis Ioannis, Member of the Board of Directors (Independent Non-Executive Member)
He is a graduate of the Athens University of Economics and Business.
He started his career in 1973 with a small printing house and managed to achieve a continuous growth
of his customer base. In 1979 it made a turn by expanding the activity of the printing house, entering
the boxing industry and turning PAPERPACK into the Leader of the boxing industry in Greece. From 1996
to the end of 2020 he was the Chairman and CEO of the listed company on the Athens Stock Exchange
PAPERPACK SA, of which he was the main shareholder.
He is member of FLEXOPACK BoD as of June 2021.
Papamichalis Ioannis, Member of the Board of Directors (Independent Non-Executive
Member)
He is a graduate of the University of Thessaloniki and holds a Master in Business Administration (M.B.A
in Finance) from Georgia State University.
He worked from 1980 to 1987 in TITAN CEMENTS SA in the Department of Studies and Internal Audit.
From 1987 to 1993 he was the Head of Studies, Planning and Internal Audit at VARNIMA CORPORATION
INTERNATIONAL and from 1993 to 2017 he held the position of Chief Financial Officer at AVIN
INTERNATIONAL S.A.
He is member of FLEXOPACK’s Board of Directors as of June 2021.
Benroubi Aliki, Member of the Board of Directors (Independent Non-Executive Member)
Chairman and CEO of Benroubi SA. She studied Economics at the H.E.C. of Lausanne and the Deree
College of Athens. From the beginning of her career she worked in the Benroubi family business, a
dominant company in the field of import and distribution of renowned international companies’ electrical
appliances. Since 2002, she is the creator of the small electrical appliances brand IZZY, which currently
holds a leading position in the Greek market.
She is member of FLEXOPACK’s Board of Directors as of June 2018.
4.7.2
The brief CVs of the Company’s senior management are as follows:
Pelonis Panagiotis– Factory Director
He holds a degree in Electrical Engineer from Western Michigan University in the USA.
He is employed in the Company as of December 1999, where he holds the position of Factory Director.
Rousos Georgios–R&D Director
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He is in charge of the Research and Development Department of the Group. He has a bachelor's degree
in Chemical Engineering from M.P.U.
He has long-term work experience in the Company and later in the Group, as he has been actively
employed since May 1997 until today.
Mantzoros Dimitrios
– Group Commercial Director
He has a bachelor's degree in Electrical Engineering from M.T.U. and after a long working experience in
the Company and later in the Group he holds the position of Commercial Director of the Group.
Vasilis Kyrou – Sales Director
It is Dr. Chemical Engineer, graduate of the Polytechnic School of AUTh, 1983, with MSc and PhD in
Chemical Engineering, from Syracuse University, NY, USA. Has long-term professional experience in
sales topics in the International Market.
From 1991 to 1998 he worked in various industrial companies, initially as R&D Manager and Technical
Director and then as Commercial Director (El. Hatzopoulos SA, N. Vamvalis SA).
As of October 1998 he started working as Export Director of Flexopack, where he continues to this day
as Sales Director.
Koumoutsos Antonis -Group Supply Chain Director
He is in charge of the Supply Chain Department of the Group. He has a bachelor's degree in Chemical
Engineering from M.P.U. and a postgraduate degree from Cranfield University U.K. as well as M.B.A.
from E.U.A., as well as long-term work experience in the Company and later in the Group, as it has
been actively employed since the year 2001 until today.
Anastasios Lymperopoulos –Finance Director
He is a graduate of the Department of Economics of the National Kapodistrian University of Athens and
has long-term professional experience in the field of Finance. From February 1982 to December 1994
he worked in various commercial and industrial companies holding the position of Accounting Director,
among them in the companies "ORGANON HELLAS SA" and "ORGANON TECHNICS HELLAS SA” of the
“AKZO” group.
From April 1995 to December 1996 he was the Finance Director of the company AGROTIKOS OIKOS
SPYROU SA.
At FLEXOPACK he started working as of January 1997, where from then until today he holds the position
of Finance Director of the Group.
4.8 Professional commitments of members of the Board of Directors
According to the statements of the members of the Board of Directors, the following other professional
commitments have been notified to the Company, including significant non-executive commitments to
companies and non-profit organizations:
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Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis
-
Stamatina Ginosati
DISPI S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Chairman of BoD & shareholder)
EGGEIA
Ι
.
Κ
.
Ε
. (Administrator & shareholder)
ANELIXIS I.K.E. (shareholder)
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
DISPI S.A. (Chairman of BoD & shareholder)
APIRON RECYCLING S.A. (BoD Member)
TECHNOPLASTIKI S.A. (Vice-Chairman of BoD & shareholder)
Spyridon Ginosatis
DISPI S.A. (Vice-Chairman of BoD & shareholder)
TECHNOPLASTIKI S.A. (BoD Member & shareholder)
APIRON RECYCLING S.A. (Chairman of BoD)
ANELIXIS I.K.E. (Administrator)
Ioannis Tsoukaridis
FIVE J&B S.A. (Shareholder)
PAPERPACK S.A. (Non-Executive Member of BoD)
Ioannis Papamichalis
-
Aliki Benroubi
NEA BENROUBI S.A. (Chairman of BoD - CEO & shareholder)
BENROUBI REAL ESTATE (Chairman of BoD - CEO & shareholder)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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It is noted that none of the members of the Board of Directors of the Company participates
in the Boards of Directors of more than five (5) listed companies.
4.9
Suitability Policy of the Board of Directors
4.9.1
As the Board of Directors is the highest governing body of the Company, which is responsible for
formulating the strategy, orientation and business plan of the Company, defending the general corporate
interest and strengthening its long-term economic value, it is absolutely necessary that its composition
should reflect the knowledge, skills and experience required to exercise its responsibilities, in accordance
with the business model and strategy of the Company, its size, structure, activities and operating
environment, the complexity of its functions and its special institutional role and character.
4.9.2
The Annual Ordinary General Meeting of Shareholders of June 25, 2021 approved the Suitability
Policy prepared on behalf of the Management, which aims to ensure quality and proper staffing, smooth
operation and effective fulfillment of the role of the Board of Directors, as a collective body, for the
purpose of promoting the corporate purpose and defending the corporate interest.
The Suitability Policy has been designed by a clearly and defined way and includes both the principles
governing the selection, replacement and / or renewal of the Board of Directors members’ term, and
the criteria for assessing their suitability, including the criteria which satisfactorily ensure the diversity
of the composition of the Board of Directors, in accordance with applicable law, and are harmonized
with the operational organization of the Company and in particular the strongly extroverted nature of it
and the Group more broadly, taking into account that its activities extend , except European, and in
Member of BoD
Professional Commitment - Other Companies of the Group
Georgios Ginosatis
-
Stamatina Ginosati
-
Stamatios Ginosatis
-
Asimina Ginosati
-
Dimitrtios Ginosatis
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK
ΝΖ
LIMITED (Director)
FLEXOPAC
Κ
TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (President of BoD & Secretary)
FLEXOPACK IRELAND LIMITED (Director and Secretary)
FLEXOPACK DENMARK ApS (Director)
Spyridon Ginosatis
FLEXOPACK POLSKA Sp z.o.o (BoD Member)
FLEXOPACK INTERNATIONAL LIMITED (Director)
FLEXOPACK PTY LTD (Director)
FLEXOPACK PROPERTIES PTY LTD (Director)
FLEXOPACK
ΝΖ
LIMITED (Director)
FLEXOPAC
Κ
TRADE AND SERVICES UK LIMITED (Director)
FLEXOPACK FRANCE (Director)
FLEXOPACK USA INC. (Vice President of BoD andTreasurer)
FLEXOPACK IRELAND LIMITED (Director)
FLEXOPACK DENMARK ApS (Director)
Ioannis Tsoukaridis
-
Ioannis Papamichalis
-
Aliki Benroubi
-
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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international markets in which the Group has achieved a significant degree of presence and creation of
a competitive position.
4.9.3
In accordance with the approved and current Suitability Policy, both in the election of new Board
of Directors’ members, and in case of replacement or replenishing or renewal of the term of existing
members, the Remuneration and Nomination Committee takes into account the criteria related to
individual and collective suitability always in the light of the corporate values, the strategy and the
general business model that has been adopted and applied by the Company.
Ι. Individual suitability
Especially the individual suitability is being assessed based on the following criteria:
(a) Adequacy of knowledge and skills
The capacity of the Board of Directors member is directly related to the performance of administrative
duties, which dictate:
(a)
appropriate and adequate background of academic education and training and
(b)
previous related professional experience.
Particularly there are taken into account:
•
the description of the specific responsibilities and duties related to the position of the member
of the Board of Directors,
•
acquired knowledge and skills at academic and general theoretical level,
•
the required skills in relation to the tasks to be performed (hard and soft skills),
•
the relevant practical and professional experience, which especially for the executive members
of the Board of Directors is interwoven either with the holding of a position of responsibility, or
with the exercise of business activity for a sufficient period of time,
•
the sufficient knowledge and understanding of the activities and the complexity of the
business model of the Company but also of the Group in general and especially in the light of
the international character of the corporate activities,
•
adequate knowledge and understanding of the legal framework and the Code of Corporate
Governance implemented by the Company.
(b) Guarantees of morality and reputation
The members of the Board of Directors must have proven credibility, good reputation and ethics, which
is determined mainly by their honesty and integrity.
In particular it is taken into account
•
the non-existence of objective and proven reasons who indicate a lack of honesty and good
reputation such as, as an example, final administrative and judicial decisions, in particular for
offenses related to membership of the Board of Directors, non-compliance with the legislation
of the Hellenic Capital Market Commission or in general financial offenses
•
the relevance of any offenses to the role of the member, their degree of seriousness, the
general conditions of conduction including any mitigating factors and the role of the person
involved, the sentence imposed and any remedial measures;
•
the existence of a decision by any competent authority to exclude the member from the
exercise of duties as a member of the Board of Directors,
•
the time elapsed since the commission of the offense,
•
the general behavior of the person after the commission of the offense.
(c) Conflict of interests
According to the Policy and Procedure for the Prevention & Management of Conflict of Interest Situations
adopted by the Company, a conflict of interest is defined as any real or potential situation (professional,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
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personal or other situation or relationship), in which the private interests of the liable person may are
contrary to the interests of the Company or may affect the ability of the liable person to assess a
situation or his/her judgment to make a decision independently, impartially and based on the interest
of the company and which has the possible effect that the interests of the Company are at risk.
The members of the Board of Directors must strictly follow and apply the framework of policies,
mechanisms and procedures for the purpose of prevention, recognition and effective treatment and
management of conflict of interest situations, in accordance with the specific provisions of both the
above policy and the company’s Operating Regulation.
(d) Independence of judgement
The members of the Board of Directors must act with an independent judgment, which is not only
ensured by the absence of conflict of interest and the fulfillment of the conditions of independence in
accordance with current legislation, but requires active participation of members in the meetings of the
Board of Directors and expression of independent and objective judgments. In particular, the following
must be ensured:
•
the absence of any kind of compromise in the exercise of their duties as members of the Board
of Directors,
•
the exemption from conditions that prevent the member of the Board of Directors from
exercising his/her duties in an independent and impartial manner,
•
the assistance of behavioral skills for the purpose of substantively evaluating the proposals
and views of the other members of the Board of Directors in a way that promotes constructive
decision-making,
•
the ability to formulate and support a personal opinion and to avoid indiscriminate or mass
adoption of positions that may be expressed by the other members of the Board of Directors
(group thinking).
(e) Allocation of sufficient time
The members of the Board of Directors must have the necessary time for the orderly and effective
exercise of the duties related to their position. In particular, the following shall be taken into account in
determining the adequacy of the time available:
•
the status and the specific responsibilities and duties of the member of the Board of Directors,
•
his/her participation in the Committees of the Board of Directors,
•
the possible holding of positions and responsibilities on the Boards of Directors of other
companies and / or legal entities,
•
other professional obligations, personal commitments, age and special personal circumstances
of each member of the Board of Directors.
The executive members, in particular, of the Board of Directors, whose duties are directly related
to the promotion of the corporate activities and the best possible promotion of the corporate
purpose, must have sufficient time to fulfil all the related obligations. For this purpose, the Company
provides information to each candidate member about the expected time, which is required for the
proper fulfilment of his/her duties both at the meetings of the Board of Directors, and at the
meetings of the individual Committees, of which he/she may be a member.
ΙΙ. Collective suitability
The Board of Directors in the context of its operation as a collective body must be able to:
(a)
make appropriate decisions taking into account the business strategy, business development model,
the range of risks taken, as well as the specific conditions prevailing in each market (domestic, European
and international) in which the corporate activities take place, and
(b)
to effectively monitor the decisions of senior management and to exercise constructive criticism in
the context of promoting the corporate interest.
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In the context of the above dual mission, the Board of Directors must have a sufficient number of
members, who have the appropriate knowledge and experience in each area related to collective
responsibility, so that the management body of the Company can exercise effective management,
supervision and oversight of corporate affairs.
The main areas of collective responsibility include:
•
business planning and organization in general,
•
the key risks associated with the exercised business activity, the ability to identify and
properly manage them,
•
in the applicable financial information and reporting framework,
•
adequate knowledge and understanding of issues related to corporate governance,
•
compliance with the legislative, regulatory in general framework.
ΙΙΙ. Diversity criteria
The Suitability Policy, which has been adopted and implemented by the Company in the context of
promoting an effective corporate governance model, promotes the diversity criteria during the selection
process of the members of the Board of Directors, and the management and supervisory bodies of the
Company, so that they are constituted of a multi-collective team based on sufficient degree of
differentiation.
The adoption of diversity criteria and the evaluation of the specific qualifications and experiences of each
member are related in particular to:
(a)
the avoidance of outdated and anachronistic social stereotypes in assessing the suitability of
members,
(b)
promoting different views within the institution in order to make it more effective in decision-
making, and
(c)
the pursuit of integrating innovative approaches and ideas into the decision-making process.
More specifically, the basic criteria of the intended diversity of the Board of Directors’ and the
management and supervisory bodies of the Company composition are as follows:
•
the minimum percentage (25% of the total members) representation by gender,
•
the prohibition of exclusion of a candidate or active member of the Board of Directors due to
different gender, race, color, ethnic or social origin, religion or belief, property, birth, disability,
age or sexual orientation.
The members of the current Board of Directors and of any other corporate body cover a wide age range
(between 40 and 80 years), combine dynamics and experience, are distinguished for their ethics,
reputation, reliability and integrity of character, have worked in high positions and have been senior
executives of important companies, as a result of which they have rich experience in the business field
and are able to actively and substantially contribute to the development prospects of the Group in the
geographical areas of its activity.
4.9.4
The full text of the Suitability Policy of the members of Board of Directors is available on the
Company's website https://flexopack.com/investor relations/corporate governance/policies .
4.10 Remuneration of Board of Directors’ members
4.10.1
An essential and fundamental condition for the long-term growth and the ensuring of the
Company’s stable presence in the market, in which it operates is the harmonization and alignment of
the Board of Directors members’ remuneration with the profitability, capital adequacy, competitiveness
and sustainable development of the Company.
In this context, the Company has established, maintains and applies basic principles and rules regarding
the remuneration of the Members of the Board of Directors (hereinafter "Remuneration Policy") that
contribute at maintaining the Company's competitiveness, maximizing its long-term financial value and
avoiding taking over excessive risks, due to the payment of exorbitant salaries, which are not in line
with the prevailing economic conditions and the wider financial environment.
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4.10.2
In particular, the Remuneration Policy:
•
provides incentives for attracting young people as well as retains capable executives with high
theoretical training, long-term professional experience and efficiency in the performance of
their duties, in order to strengthen and maximize the financial value of the Company,
•
ensures the provision of a competitive remuneration package, adapted to the market
conditions in which the Company operates,
•
promotes the business strategy, goals, values and interests of the Company,
•
enhances internal transparency and
•
aligns the goals of the Company with the goals of shareholders and stakeholders.
4.10.3
The current Remuneration Policy of the Company was approved, in accordance with the
provisions of article 110 of law 4548/2018, by the Annual Ordinary General Meeting of shareholders of
June 28, 2019, was registered in the General Commercial Register on 18/07/2019 and the validity period
stands at four (4) years, unless the General Meeting within this period decides to amend it.
The
full
text
of
the
Remuneration
Policy
is
available
on
the
Company's
website
https://flexopack.com/investor relations/corporate governance/policies.
The Remuneration Policy applies to all members of the Board of Directors (executive and non-executive,
with the necessary differences) including the Chief Executive Officer (one and / or more, if any), the
Executive Directors and any Deputy, while it is not applicable to senior or senior executives of the
Company. Finally, it also applies to non-members of the Board of Directors who participate in the
Company's Committees.
4.10.4 Remuneration of Executive Members
According to the specific provisions of the current Remuneration Policy of the Company, the Executive
Members of the Company’s Board of Directors are paid:
(a)
fixed remuneration and
(b)
variable remuneration.
4.10.4.1
At the
fixed
remuneration
of the executive members of the Board of Directors are included:
(a)
the remuneration paid to the members of the Board of Directors due to a contract of employment
(defined or indefinite time) or a service contract or a paid contract (annual fixed salary),
(b)
the compensation for participation in the meetings of the Board of Directors and decision-making,
(c)
the benefits in kind paid by the Company's freedom (indicatively use of a company vehicle / mobile
phone / laptop / corporate credit or debit card / fuel card, provision of private health and / or life
insurance, use of a fixed number of air tickets, expenses for presence or travelling, accommodation and
meals in connection with the fulfillment of these duties as members of the Board of Directors.
The amount of the annual cost of benefits in kind may not exceed a maximum of 20% of the annual
fixed salary of each executive member of the Board of Directors.
The fixed remuneration is been paid by the Human Resource Department (Payroll Department) of the
Company.
The Company has not yet established and as a result do not apply on the executive members of the
Board of Directors:
(a)
pension schemes, other than the coverage of statutory social security contributions,
(b)
early retirement or supplementary pension schemes,
(c)
other incentive programs.
4.10.4.2
As Variable
are considered the remuneration that are linked to the achievement of goals both
of the Executive Members of the Board of Directors as well as of the Company and are a key component
of its performance-oriented policy.
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Subject to the achievement of specific corporate profitability targets, the Board of Directors may propose
the payment of variable remuneration as an incentive for higher performance. The stated objectives
may be determined and revised annually in relation to the Company's annual budget and business plan.
The payment of variable remuneration is not binding for the Company.
The payment of variable salaries is made in cash and may be consisted of participation in the Company's
profits.
Variable remuneration is recorded as a percentage of annual fixed remuneration. However, in no case
may the amount of the variable percentages exceed 100% of the annual fixed salaries of each of the
executive members of the Board of Directors.
The Company's performance goals are set at the beginning of each corporate year in collaboration
between the Management and the Financial Services Department. At the end of the financial year, the
non-Executive Members of the Board of Directors evaluate the performance of its Executive Members
and examine the achievement of the set goals, always taking into account the financial environment
and market conditions.
The payment of the variable remuneration and its amount is decided by the Board of Directors of the
Company in a special meeting, based on the above evaluation.
The Company may not request a refund of variable remuneration paid.
4.10.5 Remuneration of Non-Executive Members
The remuneration of the Non-Executive Members of the Board of Directors is approved by a special
decision of the Ordinary General Meeting of the Company's shareholders.
The remuneration of the Non-Executive Members of the Board of Directors is paid in cash and is subject
to the deductions provided by the applicable tax and insurance legislation.
The Non-Executive Members of the Board of Directors receive compensation for their participation in
the meetings of the Board of Directors, while they may also be granted additional fees (bonus),
participation rights in the Company's profits, stock options or compensations related to the achievement
of goals of the Company, within the same framework of the quantitative restrictions that apply to the
Executive Members.
For the payment of remuneration to Non-Executive Members, there are taken into account the
complexity-breadth of their work, the degree of experience and any special knowledge they have, their
working time, any participation in special Committees of the Board of Directors (e.g. Audit Committee),
the number of meetings in which they participate, etc.
The Independent Non-Executive Members do not participate in a scheme of pensions, allowances or
long-term incentives, unless there is a special decision of the competent corporate body.
Any expenses for performance, transportation, accommodation and meals in relation to the fulfillment
of the duties of the Independent Non-Executive Members of the Board of Directors are approved by the
Chairman of the Board of Directors.
Especially the Independent Non-Executive Members of the Board of Directors for the proper collection
of their remuneration and compensations are obliged to submit to the Company any supporting
documents requested to prove the fulfillment by these criteria set in the law for their designation as
independent.
4.10.6
During the financial year 2022 (01.01.2022 - 31.12.2022), the members of the Company's Board
of Directors received the remuneration listed in the Table below, which (remuneration) is in agreement and
harmonization with the provisions and regulations of the applicable Remuneration Policy established and
applied by the Company.
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68
Note 1:
the Annual Ordinary General Meeting of shareholders of June 10, 2022 approved for the
financial year 2022 (01.01.2022-31.12.2022), for the personal work and services of the members of
the Board of Directors of the Company, which (work) is provided on equal number of contracts approved
by the competent corporate bodies (work/project/provision of services/salaried assignment), as well as
for their participation in the meetings of the Board of Directors and its specific Committees, the following
amounts and in particular:
The above-mentioned amounts, on the one hand, are in line with the principles and rules of the approved
and current Remuneration Policy, and on the other hand, are related to the increased employment and
the upgraded role the members of the Board of Directors are called to play under the provisions of the
new law 4706/2020 regarding corporate governance.
Note 2
: regarding with: a) Mr. Dimitrio Panagota, third party, non-member of BoD, Chairman of the
Audit Committee an annual gross fee was approved of 12,000 euro maximum, b) Mr. Nikolao Vlacho,
third party non-member of BoD, member of the Audit Committee an annual gross fee was approved of
10,000 euro maximum.
Full Name – Capacity in the BoD
Total
Remuneration
Year 2022
Annual
Remuneration
Fees for
participation
in
Committees
Benefits
Stock Options
Other Fees
EUR
Georgios Ginosatis
Chairman of BoD
341,089
0
38,490
26,560
0
406,139
Stamatios Ginosatis
Chief Executive Officer
341,089
0
47,579
26,560
0
415,228
Stamatina Ginosati
Vice Chairman
325,601
0
9,570
26,560
0
361,731
Asimina Ginosati
Executive Member
241,694
0
8,791
26,560
0
277,045
Dimitrios Ginosatis
Executive Member
325,601
0
36,282
26,560
0
388,443
Spyridon Ginosatis
Executive Member
325,601
0
23,966
26,560
0
376,127
Ioannis Tsoukaridis
Independent Non Executive Member
12,803
0
0
0
0
12,803
Ioannis Papamichalis
Independent Non Executive Member
19,687
0
0
0
0
19,687
Aliki Benroubi
Independent Non Executive Member
13,331
0
0
0
0
13,331
Fixed Remuneration
Variable Remuneration
1. Georgios Ginosatis
Up to the amount of EUR 361,000 annually
2. Stamatios Ginosatis
Up to the amount of EUR 361,000 annually
3. Asimina Ginosati
Up to the amount of EUR 258,000 annually
4. Stamatina Ginosati
Up to the amount of EUR 350,000 annually
5. Dimitrios Ginosatis
Up to the amount of EUR 350,000 annually
6. Spyridon Ginosatis
Up to the amount of EUR 350,000 annually
7. Ioannis Papamichalis
Up to the amount of EUR 20,000 annually
8. Ioannis Tsoukaridis
Up to the amount of EUR 14,000 annually
9. Aliki Benroubi
Up to the amount of EUR 15,000 annually
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
69
Note 3:
the above Annual Ordinary Meeting approved for the corporate year 2022 (01.01.2022-
31.12.2022) both for executive and non-executive members of the BoD benefits in kind, the level of
which cannot exceed the upper limit of 20% percentage of the annual fixed remuneration of each
member, according to the provisions of the current Remuneration Policy of the Company.
Note 4:
the Remuneration Report of the members of Board of Directors for the closing financial year
2022 (01.01.2022-31.12.2022) is to be posted on the Company's website (https://www.flexopack com),
immediately after its submission for discussion to the Annual Ordinary General Meeting of shareholders.
4.11 Number of shares of the Board of Directors’ members and senior management on
31.12.2022
PART Β
– COMMITTEES & OTHER CORPORATE BODIES
Ι. Audit Committee
1.1 Election and term of the Audit Committee
The Annual Ordinary General Meeting of shareholders of June 25, 2021 decided the election of a new
Audit Committee, in accordance with the provisions of article 44 of law 4449/2017, as in force after its
amendment by article 74 of law 4706/2021, the which constitutes an Independent Joint Committee,
consists of three (3) members, of which one (1) Independent Non-Executive Member of the Board of
Directors of the Company and two (2) third persons - non-Members of the Board of Directors and its
term is five years, expiring on June 25, 2026, extended until the expiration of the deadline within which
the next Ordinary General Meeting must convene, in no case, however, may it exceed six years.
1.2 Members of the Audit Committee
1.2.1
Especially as members of the Audit Committee were elected the following persons:
1) Dimitrios Panagotas of Ioannis, Certified Auditor-Accountant (R.N. SOEL 34971), non-Member of the
Board of Directors – third party.
Full Name
Capacity in the BoD
Number of Voting Rights
31/12/2022
Georgios Ginosatis
Chairman of BoD
2,051,874
Stamatios Ginosatis
Chief Executive Officer
3,628,166
Stamatina Ginosati
Vice Chairman
325,648
Asimina Ginosati
Executive Member
8,800
Dimitrios Ginosatis
Executive Member
269,350
Spyridon Ginosatis
Executive Member
258,572
Ioannis Tsoukaridis
Independent Non Executive Member
0
Ioannis Papamichalis
Independent Non Executive Member
0
Aliki Benroubi
Independent Non Executive Member
0
Georgios Roussos
Director of Research & Development
1,400
Panagiotis Pelonis
Factory Manager
600
Dimitrios Mantzoros
Commercial Policy Manager
0
Antonios Koumoutsos
Supply Chain Manager
2,400
Vasilis Kyrou
Sales Manager
5,090
Anastasios Lyberopoulos
Chief Financial Officer
3,000
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2) Nikolaos Vlachos of Matthews, non-Member of the Board of Directors – third party.
3) Aliki Benroubi of Sam Samouil, Independent Non-Executive member of the Board of Directors.
Then the Audit Committee during its meeting on 28
th
June 2021 elected, among other members, as
Chairman of it Mr. Dimitrios Panagota of Ioannis.
1.2.2
For the purpose of complete, adequate and appropriate information of the shareholders and the
investing public in general, below are the brief biographies of the Members of the Audit Committee who
are third parties - non-Members of the Board of Directors.
Dimitrios Panagotas
He is a Certified Public Accountant, with a wide knowledge base and rich professional experience. He
studied Accounting and Finance at the University of Macedonia and is a graduate of the two-year
postgraduate program of the Institute of Certified Public Accountants for obtaining the professional
license of Certified Public Accountant. He started his professional career in 1999 taking various positions
in the financial sector. From January 2003 to March 2016 he worked as a Certified Public Accountant
and Tax Auditor in the company Associate Certified Public Accountants SA. Since January 2019 he has
been cooperating with the auditing company NEXIA EUROSTATUS S.A. In addition, he has experience
as a member of Audit Committees in other companies listed on the Athens Stock Exchange. He is also
a member of the Body of Certified Public Accountants and the Hellenic Institute of Internal Auditors.
Nikolaos Vlachos
He studied Chemistry specializing in polymers. BSc: Polymer Science, School of Molecular Science
University of Sussex, UK. He is a holder of a postgraduate degree M. Philosophy by the same University
with a scholarship from the company Tate + Lyle UK. He worked for 12 years as a senior executive in
the flexible packaging plastics industry. From 1997 until today he holds the position of Chairman and
Chief Executive Officer in the company "VLACHOU BROS SA". He had been a member of the Board of
Directors of FLEXOPACK from 2009 until 2021.
1.2.3
The members of the Audit Committee meet all the criteria and conditions set by the provisions of
the current legislative and regulatory framework, namely:
(a)
are in their entirety independent of the audited entity in accordance with the provisions of par. 1
and 2 of article 9 of law 4706/2020 and in particular:
(i) do not hold directly or indirectly a percentage of voting rights greater than 0.5% of the Company's
share capital; and
(ii) are free from any dependency relationship, as it (dependency relationship) is specified in par. 2 of
article 9 of law 4706/2020, with the Company or persons related to it and they do not have any
financial, business, family or other relationship which may influence their decisions and their
independent, objective and impartial judgment,
(b)
have a thorough knowledge of the sector in which the entity operates; and
(c)
at least one member of the Committee who is independent of the audited entity, has sufficient
knowledge and experience in auditing or accounting, and is required to attend the meetings of the
Committee on the approval of financial statements.
1.3 Operation of the Audit Committee
1.3.1
The Audit Committee has Operating Regulation, which was approved by the Board of Directors of
the Company at its meeting of November 22, 2018, while its amendments were approved at the
meetings of the Board of Directors of September 28, 2020 and June 15, 2021.
The Regulation records, among other things, the responsibilities, duties and obligations of the members
of the Committee and is posted on the Company's website (http://www.flexopack.com), according to
the explicit legislative requirement of article 10 par. 4 of law 4706/2020.
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1.3.2
In accordance with the current Operating Regulation of the Audit Committee and taking into
account the size, business model and scope of activities of the Company, the Audit Committee meets at
regular intervals and extraordinarily when required. In any case, the Audit Committee meets four (4)
times a year, while at least two (2) times a year it holds a meeting with the statutory Auditor of the
Company, without the presence of the members of Management.
The Audit Committee may also meet by teleconference.
1.3.3
All its members participate in the meetings of the Audit Committee in person. The Audit
Committee has the discretion to invite, whenever deemed appropriate, key executives involved in the
management of the Company, including the CEO, Chief Financial Officer (CFO) and the Head of the Audit
Department, to attend specific meetings or specific items on the agenda and provide any necessary
information, clarifications or explanations.
1.3.4
The Audit Committee is convened by its Chairman by invitation which is communicated in any
appropriate way to the other members at least two (2) days before the meeting. The invitation must
include at least the date, time and items on the agenda clearly, otherwise decisions may be taken as
long as none of the members of the Committee object to the meeting and the decision being taken.
1.3.5
The decisions of the Audit Committee are taken by an absolute majority of its members. In case
of a tie, the casting vote of the Chairman shall prevail.
1.3.6
The discussions and the decisions of the Audit Committee are recorded in minutes which are
signed by the members present in accordance with article 93 of law 4548/2018. The minutes are
available to all members of the Audit Committee and, at the discretion of its Chairman, to the Board of
Directors.
1.3.7
The Audit Committee may elect a secretary to observe the minutes of its meetings and to support
its work in general.
1.4 Responsibilities of the Audit Committee
According to the provisions of article 44 of law 4449/2017, the responsibilities of the Audit Committee
include the following:
(a)
informs the Company's Board of Directors of the outcome of the statutory audit and explain how
the statutory audit contributed to the integrity of the financial information and what was the role of the
Audit Committee in that process;
(b)
monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
(c)
monitors the effectiveness of the internal control, quality assurance and risk management systems
of the enterprise and, where appropriate, its Internal Audit Department, regarding the financial
information of the audited entity, without prejudice to the independence of that entity;
(d)
monitors the statutory audit of the annual and consolidated financial statements and in particular
its performance;
(e)
supervises and monitors on an ongoing basis the independence of chartered accountants or audit
firms and in particular the adequacy of the provision of non-audit services to the audited entity;
(f)
is responsible for the selection process of certified public accountants or audit firms and proposes
the statutory auditors or audit firms to be appointed;
(g)
submits an annual report of the proceedings to the Annual Ordinary General Meeting of the
Company's shareholders.
1.5 Number of Audit Committee’s meetings
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1.5.1
During the closing year 2022 (01.01.2022-31.12.2022) the Audit Committee met fourteen (14)
times and all its decisions were taken unanimously.
During each meeting, the examination of all the items on the agenda was completed, after the required
information notes and the relevant suggestions had been distributed, and the competent executives,
the Certified Auditors and other persons were invited to participate, as the case may be in order to
provide any necessary clarifications and / or explanations.
1.5.2
It is clarified that the Certified Auditor-Accountant of the Company, who performs the audit of the
annual and semi-annual financial statements, provided with the approval of the Audit Committee
authorized non-audit services to the Company amounting to 16,001 euros and is not related to any
other relationship with the Company in order to comply with the provisions of Law 4449/2017 and thus
ensure its objectivity, impartiality, integrity and independence, with the exception of ensuring services
related to the performance of the special tax audit required in accordance with the provisions of article
65A of law 4174/2013, as a result of which (audit) the "Annual Tax Certificate" is issued.
1.6 Proceedings of the Audit Committee
The issues that occupied the Audit Committee during the year 2022 (01.01.2022-31.12.2022) were the
following:
1.6.1 Financial reporting process - External audit
In the field of external audit and financial information processing, the Committee has taken the following
steps:
(a)
was informed by the Chief Financial Officer of the financial statements of the Company and the
Group for the year ended 31 December 2021 and of the principal matters of concern to the Financial
Management in the preparation of the financial statements;
(b)
was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
(c)
reviewed the financial statements of the Company and the Group for the year 2021 (01.01.2021-
31.12.2021) before their approval by the Board of Directors and evaluated them in terms of their
accuracy and completeness;
(d)
ascertained the agreement of the financial statements with the legally binding content and
framework of their preparation and recommended their approval;
(e)
briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee
in this process;
(f)
verified compliance with the rules on the disclosure of financial statements, as well as the possibility
of immediate, permanent and without any charge for access to them;
(g)
was informed by the Certified Auditor-Accountant about the most important issues of the audit for
the year 2021, the risks that were assessed as the most important and how to deal with them and was
informed about the final draft of the Audit Report for the year ended 31 December 2021,
(h)
took note of the supplementary report of the Chartered Auditors - Accountants provided by Article
11 of the Regulation of the European Union (EU) 537/2014 on the financial statements of the Company
and the Group,
(i)
submitted a proposal to the Annual Ordinary General Meeting of the Company's shareholders for the
election of the Audit Company under the name "Grant Thornton Societe Anonyme SA" for the
performance of the statutory audits of the annual and semi-annual financial statements for the year
2022,
(j)
was informed by the Certified Auditor - Accountant regarding the procedure and methodology that
will be followed during the audit of the semi-annual and annual financial statements for the year 2022,
with the planning and the schedule of its audit, as well as for the audit procedures to be followed,
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(k)
confirmed the impartiality, objectivity, independence and integrity of the external auditors in
accordance with the Code of Professional Ethics of the International Federation of Accountants,
Regulation (EU) 537/2014 and Law 4449/2017, as well as the non-provision of any external , directive,
suggestion or recommendation by the Management of the Company,
(l)
was informed by the Certified Auditor-Accountant about the audit approach of the review of the
interim financial statements of the first half of the year 20212 and became aware of the important issues
of the audit,
(m)
supervised the correct and timely disclosure to the investing public of corporate announcements
concerning financial information;
(n)
Approved the provision of authorized non-audit services by the auditing company "Grant Thornton
Corporation of Certified Auditors and Business Consultants".
1.6.2 Internal control system
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control department, the Audit Committee:
(a)
examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting in any way its independence;
(b)
monitored the effectiveness of internal control systems through the work of the Internal Control
Unit and the work of the Chartered Accountant;
(c)
reviewed the management of the Company's main risks, evaluating the methods used by the
Company to identify and monitor the risks, as well as the treatment of the main ones and their proper
disclosure;
(d)
was informed of the annual control program of the Internal Control Unit before its implementation
and approved it;
(e)
was informed and evaluated of the work of the Internal Control Unit and was informed of the reports
of the Head of the Internal Control Unit;
(f)
inspected the proper functioning of the Internal Control Unit in accordance with professional
standards and the applicable legal and regulatory framework in general;
(g)
had meetings with the Internal Auditor on issues that may have arisen during the audit process, in
order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(h)
confirmed that the Internal Control Unit has constant and unhindered access to all the data and
records of the Company, which are necessary for the performance of its duties, as well as to all the
Departments of the Company,
(i)
examined the Operating Regulations of the Internal Control Unit of the Company and its compliance
with the requirements of the applicable regulatory framework.
(j) recommended the selection of the firm Grant Thornton S.A. for the evaluation of the Internal Control
System of the Company and its most important subsidiaries, in the context of harmonization with and
implementation of Law 4706/2020 and the relevant decisions of the Hellenic Capital Market Commission.
1.6.3 Other
(a)
in cooperation with the Management and in response to the Hellenic Capital Market Commission's letter
with protocol number 2707/09.11.2022 the Company assisted, to the extent and degree that was
appropriate and required, in the preparation of an announcement for the purpose of informing the investor
community regarding the following: the evolution of the Company’s fundamental performance, the business
activities as well as the Company’s prospects for the third quarter (Q3) of the financial year 2022, as well
as the potential impact of the energy crisis and the ongoing war conflict between Russia and Ukraine on
the financial results, the overall performance and the broader course of both the Company and the Group.
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(b)
approved the content of the information provided to the shareholders of the Company at the Annual
Ordinary General Meeting of June 10, 2022 regarding its activities for the year 2021 (01.01.2021-
31.12.2021);
ΙΙ. Remuneration and Nomination Committee
2.1 Establishment, term and members of the Remuneration and Nomination Committee
2.1.1
The Board of Directors of the Company in the context of immediate, substantial, full and effective
compliance with the requirements and general regulations of articles 10-12 of law 4706/2020
(Government Gazette A 136/17.07.20201), as well as the adoption of corporate governance best
practices, at its meeting of 14 July 2021 set up a single three-member Remuneration and Nomination
Committee, in order to provide the necessary assistance and support to the Board of Directors on the
one hand in the process of identifying and promoting appropriate persons for the staffing of Board of
Directors, based on the existing Suitability Policy, and on the other hand during the process of
preparation, evaluation and revision of the Remuneration Policy, with the aim of attracting and retaining
competent executives.
As members of the Remuneration and Nomination Committee were defined the following persons:
1) Aliki Benroubi of Sam Samouil, Independent, Non-Executive Member of the Board of Directors.
2) Ioannis Papamichalis of Efstratios, Independent, Non-Executive Member of the Board of Directors.
3) Georgios Ginosatis of Spyridonas, Non-Executive Member of the Board of Directors.
The Remuneration and Nomination Committee during its meeting on 15
th
July 2021 elected, among its
members, as Chairman of it Mrs Aliki Benroubi of Sam Samouil.
2.1.2
The term of the Remuneration and Nomination Committee is five years, ending on June 25, 2026,
extended until the expiration of the deadline within which the next Ordinary General Meeting must
convene, but in no case may it exceed six years.
2.2
Operation of Remuneration and Nomination Committee
2.2.1
The Remuneration and Nomination Committee (RNC) has an Operating Regulation, which was
approved by the Board of Directors of the Company at its meeting of July 14, 2021. This Regulation
records the organization and operation of the Remuneration and Nomination Committee, regulates its
duties, responsibilities and obligations and of its members and is posted on the Company's website
(http://www.flexopack.com), according to the explicit legislative provision of article 10 par. 4 of law
4706/2020.
2.2.2
In accordance with its Operating Regulation, the Remuneration and Nomination Committee meets
regularly at least two (2) times a year and extraordinarily, when required by its members.
2.2.3
All its members participate in the meetings of the Committee in person. The Committee has the
discretion to invite, whenever appropriate, key executives involved in the management of the Company,
including the CEO, to attend specific meetings or specific items on the agenda and to provide any
necessary arrangements or clarifications on them.
2.2.4
The meeting is convened at the invitation of the Chairman of the Committee and is being notified
in any appropriate way to the other members at least two (2) days before the meeting. The invitation
shall include at least the date, time and items on the agenda. The Remuneration and Nomination
Committee may also meet by teleconference.
2.2.5
Decisions of the Committee shall be taken by an absolute majority of its members. In case of a
tie, the vote of its Chairman shall prevail.
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2.2.6
The discussions and decisions of the Committee are recorded in the minutes with the care of the
Corporate Secretary, are signed by the members present and are at the disposal of the members of the
Committee and the Board of Directors.
2.2.7
It is noted that the Committee may use any resources it deems appropriate, for the fulfillment of
its purposes, including services by external consultants. In case of hiring an external consultant, the
Committee is responsible for monitoring its work.
2.3
Responsibilities of Remuneration and Nomination Committee
2.3.1
In the context of compliance with the provisions of article 11 of law 4706/2020, the Committee
on Remuneration and Nomination Committee:
(a)
periodically reviews and formulates proposals to the Board of Directors regarding the Remuneration
Policy submitted for approval to the General Meeting, in accordance with paragraph 2 of article 110 of
Law 4548/2018,
(b)
makes proposals to the Board of Directors regarding the remuneration of persons falling within the
scope of the approved Remuneration Policy of the Company;
(c)
reviews the information contained in the final draft of the Annual Remuneration Report, and provide
its opinion to the Board of Directors, prior the submission of the Report to the General Meeting;
(d)
examines and submits proposals to the Board of Directors regarding the plans for granting options
or granting shares to the members of the Board of Directors and the staff of the Company, as well as
to the companies affiliated to it;
(e)
submits proposed performance targets for any variable remuneration of the members of the Board
of Directors or goals associated with options for the granting of options or shares;
(f)
ensures and monitors the process of assessing the extent to which the performance criteria of
persons falling within the scope of the approved Remuneration Policy are met;
(g)
makes proposals regarding the remuneration of the Company's executives and in particular of the
head of the internal control unit;
(h)
submits proposals to the Board of Directors for any remuneration related business policy.
2.3.2
In the context of compliance with the provisions of article 12 of law 4706/2020, the duties of the
Remuneration and Nomination Committee include the following:
(a)
the care, with the support of the Corporate Secretary, for posting on the Company's website and
maintaining an up-to-date CV of each member of the Board of Directors throughout his/her term of
office;
(b)
ensuring that the work of the Committee is reported, as well as the number of meetings in the
Company's annual Corporate Governance Statement;
(c)
the annual assessment of the size, composition, independence criteria, balance of knowledge and
skills of the existing Board of Directors, in accordance with the Company's Suitability Policy;
(d)
the submission of proposals on the content of the Suitability Policy, the training policy of the
members of the Board of Directors and the Recruitment and Evaluation Procedures of senior executives
of the Company;
(e)
the care for the communication of the respective position of a member of the Board of Directors to
cover, planning, implementation and monitoring of the process of nomination of members of the Board
of Directors;
(f)
taking care of the evaluation of the candidates based on the Suitability Policy and the
recommendation to the Board of Directors of the candidate members of the Board of Directors;
(g)
the coordination of the periodic self-evaluation of the members of the Board of Directors and of its
Committees (collective), of the Chairman and the Chief Executive Officer (individual);
(h)
timely information and submission of proposals to the Board of Directors regarding the succession
plan for the members of the Board of Directors;
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(i)
the assignment and monitoring of the work of external consultants which it may designate for the
fulfillment of its purpose;
(j)
the care for the formation of the training program of the members of the Board of Directors, at the
beginning and during their term of office, in accordance with the Training Policy followed by the
Company.
2.4 Number of meetings of Remuneration and Nomination Committee
During the closing financial year 2022 (01.01.2022 - 31.12.2022), the Remuneration and Nomination
Committee met four (4) times with all members being present, and all decisions were taken
unanimously.
2.5 Proceedings of the Remuneration and Nomination Committee
(a)
examined and evaluated in terms of adequacy, proportionality and suitability, the level of
remuneration of all members of the Board of Directors which were approved by the Annual Ordinary
General Meeting of shareholders of June 10, 2022 on the one hand for the year 2021 (01.01.2021 -
31.12.2021) and for the fiscal year 2022 (01.01.2022-31.12.2022), in order to determine whether the
remuneration paid is commensurate with the duties, the degree of employment, the range of powers,
the responsibilities and the performance of such persons as well as to whether they are in line with the
prevailing financial conditions and the wider financial environment in which the Company develops its
operation and activity, in order to avoid phenomena of payment of exorbitant fees and the consequent
Exposure of the Company to excessive risks,
(b)
provided the necessary assistance for the preparation of the Remuneration Report of the members
of the Board of Directors and other persons falling within the scope of the Remuneration Policy for the
closing year 2021, in order for its content to fully comply with both the provisions of Article 112 of Law
4548/2018 as well as with the 01.03.2019 Guidelines of the European Commission regarding the
standard presentation of the Remuneration Report in accordance with Directive 2007/36/EC, as
amended by Directive (EU) 2017/828 for shareholders' rights.
(c)
provided the Company's Management with the required assistance in drawing up the Succession
Policy and Procedure concerning the Members of the Board of Directors and the CEO, with the aim of
ensuring, on the one hand, the orderly, efficient and smooth operation of the Board of Directors as well
as the high level of quality and the appropriate recruitment of members, and on the other hand, the
smooth continuity of the corporate entity along with the implementation of its business plan and
strategy.
III. Corporate Announcements and Shareholder Services Unit
The Company, being listed on a regulated stock market, according to the requirements of articles 19
and 20 of Law 4706/2020 possesses and operates Corporate Announcements and Shareholder Services
Unit, which:
(a)
makes the necessary and required announcements in relation to regulated information in accordance
with the provisions of Law 3556/2007 as applicable, as well as in relation to corporate events in
accordance with the provisions of Law 4548/2018. The Company proceeds as per above in order to
inform accordingly the shareholders or beneficiaries of other securities of the Company.
(b)
is responsible for the Company's compliance with the obligations provided in article 17 of Regulation
(EU) 596/2014, regarding the disclosure of privileged information, and in other applicable provisions,
(c)
has the responsibility of maintaining and updating the Company's share registry and is charged with
the provision of immediate, accurate and equal information towards the shareholders and especially
with the provision of support to shareholders regarding the exercise of their rights, in accordance with
the applicable legislation and the Company's Articles of Association.
The publication of the relevant information is always performed in a way that ensures the speedy and
equal access of the shareholders and the investment community in general to all available information,
both financial and non-financial.
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PART C – GENERAL MEETING
Ι. The General Meeting
1.1 Introduction
The General Meeting of Shareholders is the supreme body of the Company and is entitled to decide on
each corporate case. Its decisions also bind the absent or dissenting shareholders.
1.2 Exclusive competence of the General Meeting
1.2.1
According to article 30 par. 1 of the current Articles of Association, the General Meeting is
exclusively competent to decide on:
(a)
amendments to the Articles of Association (amendments are also considered the increases
regular
or extraordinary, as well as reductions in share capital);
(b)
the election of members of the Board of Directors and Auditors;
(c)
the approval of the overall management according to article 108 of law 4548/2018 and the discharge
of the Auditors;
(d)
the approval of the annual and consolidated financial statements;
(e)
the distribution of annual profits;
(f)
the approval of remuneration or advance payment of remuneration according to article 109 of law
4548/2018,
(g)
the approval of the remuneration policy of article 110 and the remuneration report of article 112 of
law 4548/2018,
(h)
the merger, division, conversion, revival, extension or termination of the Company; and
(i)
the appointment of liquidators.
1.2.2
They do not fall under the provisions of the previous paragraph:
(a)
capital increases or capital adjustment acts expressly assigned by law to the Board of Directors, as
well as increases imposed by provisions of other laws;
(b)
the amendment or adaptation of provisions of the Articles of Association by the Board of Directors
in the cases expressly provided by law;
(c)
the appointment by the Articles of Association of the first Board of Directors,
(d)
the election in accordance with the Articles of Association of directors to replace those who have
resigned, died or lost their status in any other way;
(e)
the absorption under Articles 35 and 36 of Law 4601/2019 of a societe anonyme company by
another societe anonyme company that holds one hundred percent (100%) or ninety percent (90%) or
more of its shares,
(f)
the possibility of distributing temporary dividends according to paragraphs 1 and 2 of article 162 of
law 4548/2018 and
(g)
the possibility of distribution according to paragraph 3 of article 162 of law 4548/2018 profits or
optional reserves in the current corporate year by decision of the Board of Directors, subject to
publication.
1.3 Convening a General Meeting
1.3.1
The General Meeting of Shareholders is convened by the Board of Directors and meets at the
headquarters of the Company or in the region of another Municipality within the region of headquarters,
at least once every corporate year no later than the tenth (10th) calendar day of the ninth month after
the end of corporate use. The General Meeting may also convene in the region of the Municipality where
the headquarters of the Athens Stock Exchange are located.
1.3.2
The General Meeting meets extraordinarily whenever the Board of Directors deems it necessary
or if requested by shareholders representing the percentage required by law and the Company's Articles
of Association.
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1.3.3
The procedures and rules of convening, participation and decision-making by the General Meeting
are regulated in detail by the provisions of Law 4548/2018 and the Articles of Association of the
Company.
1.3.4
From the procedures, forecasts and general arrangements mentioned below, it is clear that the
Company's corporate governance system includes adequate and effective mechanisms for
communicating with shareholders, in order to facilitate the exercise of their rights and the active
dialogue with them (shareholder engagement).
1.3.5
The Board of Directors ensures that the preparation and conduct of the General Meeting facilitates
the effective exercise of the rights of the shareholders, who are informed about all issues related to
their participation in the General Meeting, including the items on the agenda and their rights during the
General Meeting. In particular, in accordance with the provisions of Law 4548/2018, the Company posts
on its website at least twenty (20) days before the General Meeting, in both Greek and English:
•
the invitation to convene the General Meeting,
•
the total number of shares and voting rights that the shares incorporate at the date of the
invitation,
the forms to be used for voting by proxy or representative or, where applicable, for electronic
voting,
•
the documents to be submitted to the General Meeting,
•
a draft decision on each item on the proposed agenda or, if no decision has been proposed for
approval, a comment from the Board of Directors, and
•
the draft decisions proposed by the shareholders, in accordance with paragraph 3 of article 141
of law 4548/2018, immediately after their receipt by the Company.
1.4 Participation in the General Meeting
1.4.1
In the General Meeting is entitled to participate and vote the natural or legal person who has the
shareholder status at the beginning of the fifth (5th) day before the date of the General Meeting
("registration date"). Each share provides the right to one (1) vote.
1.4.2
For the Company is considered as a shareholder who is entitled to participate in the General
Meeting and to exercise the right to vote the one that is registered at the date of registration in the
Dematerialized Securities System (DSS) of the Societe Anonyme with the name "Greek Central
Securities Depository SA" (GCSD) or the one identified as such based on the relevant date through the
registered mediators or other intermediaries in accordance with the provisions of the legislation (law
4569/2018, law 4569/2018, law 4706/2020 and Regulation (EU) 2018/1212) as well as the Operating
Regulation of the Greek Central Securities Depository SA (Government Gazette B 1007/16.03.2021).
1.4.3
The proof of shareholder status is made by any legal means and in any case based on information
received by the Company until before the start of the General Meeting by GCSD or through the
participating and registered intermediaries in the Central Securities Depository in any other case.
1.4.4
The exercise of the participation and voting rights does not presuppose the commitment of the
beneficiary's shares or the observance of another similar procedure, which limits the possibility of selling
and transferring them during the period between the registration date and the date of the General
Meeting.
1.4.5
The recording date is also valid in case of postponement or repeated meeting, provided that the
postponed or repeated meeting is not set at more than thirty (30) days from the recording date. If this
does not happen or if in the case of the repeated General Meeting a new invitation is published, in
accordance with the provisions of article 130 of Law 4548/2018), at the General Meeting participates
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the person who has the shareholder status at the beginning of the third (3rd) the day before the day of
the postponement or the repeated General Meeting.
1.4.6
In article 25 par. 1 of the Company's Articles of Association has been provided the possibility of
participation of the shareholders in the General Meeting from a distance in real time by audiovisual or
other electronic means, without the physical presence of the shareholders at the venue. The
shareholders who participate in the General Meeting through real-time teleconference, are taken into
account for the formation of the quorum and the majority and can effectively exercise their rights during
the General Meeting. Thus the shareholders have the possibility:
(a)
to monitor by electronic or audiovisual means the conduct of the General Meeting;
(b)
to speak and address to the General Meeting orally during the General Meeting;
(c)
to vote in real time during the General Meeting on the items on the agenda; and
(d)
receive information on the registration of their vote.
1.5 Representation in the General Meeting
1.5.1
The shareholder participates in the General Meeting and votes either in person or through
representatives. Each shareholder can appoint up to three (3) representatives. Legal entities participate
in the General Assembly by appointing as their representatives up to three (3) natural persons. However,
if the shareholder holds shares of the Company, which appear in more than one securities account, this
restriction does not prevent that shareholder from appointing different representatives for the shares
appearing in each securities account in relation to the General Meeting. A representative acting for more
than one shareholder may vote differently for each shareholder.
1.5.2
The shareholder representative is obliged to notify the Company, before the beginning of the
General Meeting, of any specific event that may be useful to the shareholders in assessing the risk that
the agent will serve interests other than the interests of the represented shareholder. For the purposes
of this paragraph, a conflict of interest may arise in particular when the agent:
(a)
is a shareholder who exercises control of the Company or is another legal person or entity controlled
by that shareholder;
(b)
is a member of the Board of Directors or in general of the management of the Company or a
shareholder who exercises control of the Company, or of another legal entity or entity controlled by a
shareholder who exercises control of the Company;
(c)
is an employee or auditor of the Company or shareholder exercising control of the Company, or of
another legal person or entity controlled by a shareholder exercising control of the Company;
(d)
is a spouse or first-degree relative of one of the natural persons referred to in (a) to (c) above.
1.5.3
The appointment and revocation or replacement of the shareholder's proxy or representative is
made in writing or electronically and is submitted to the Company at least forty eight (48) hours before
the scheduled date of the General Meeting.
1.6 Quorum and majority of the General Meeting
1.6.1
According to the law and the Articles of Association of the Company, the General Meeting is in
quorum and meets validly on the issues of the agenda, when shareholders are present or representing
to it shareholders representing at least one fifth (1/5) of the paid-up capital.
1.6.2
If this quorum is not reached, the General Meeting convenes again within twenty (20) days from
the date of the canceled meeting, following an invitation at least ten (10) days in full. At this repeating
meeting the General Meeting is in quorum and meets validly on the issues of the initial agenda, whatever
the part of the paid-up capital represented in it. A newer invitation is not required if the original invitation
had already specified the place and time of the repeating meeting, provided that there is at least five
(5) days between the canceled meeting and the repeating meeting.
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1.6.3
The decisions of the General Meeting are taken by an absolute majority of the votes represented
in it.
1.6.4
Exceptionally for decisions concerning:
(a)
the change of the Company's nationality;
(b)
the change in the objective of this Company;
(c)
the increase of shareholders' liabilities;
(d)
the regular increase of capital, unless required by law or by capitalization of reserves;
(e)
the reduction of the capital, unless it is done, in accordance with paragraph 5 of article 21 or
paragraph 6 of article 49 of law 4548/2018, as in force,
(f)
changing the way profits are distributed;
(g)
the merger, division, conversion, revival of the Company;
(h)
the extension of the duration or dissolution of the Company,
(i)
the provision or renewal of authority to the Board of Directors to increase the capital, in
accordance with paragraph 1 of article 24 of law 4548/2018, as in force, as well as
(j)
any other case provided by law that the General Meeting decides by an increased quorum and
majority;
The General Meeting is in quorum and meets validly on the issues of the agenda when shareholders
present or represented to it half (1/2) of the paid-up capital.
1.6.5
If the above quorum is not reached, the General Meeting convenes again within twenty (20) days
from the date of the canceled meeting, after an invitation of at least ten (10) full days. At this repeating
meeting, the General Meeting is in quorum and meets validly on the issues of the initial agenda, when
shareholders present or representing at least one fifth (1/5) of the paid-up capital. A newer invitation
is not required if the original invitation had already specified the place and time of the repeating meeting
provided that there are at least five (5) days between the canceled meeting and the repeating meeting.
1.6.6
The decisions of the General meeting, in the cases of the previous paragraph are taken by a
majority of two thirds (2/3) of the votes represented in the Meeting.
1.7 Minority shareholders’ rights
The shareholders of the Company have, among other things, the rights that are provided in paragraphs
1, 2, 3, 5, 6 and 7 of article 141 of law 4548/2018: In particular:
(a)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board
of Directors is obliged to convene an Extraordinary General Meeting of shareholders, setting a day of its
meeting, which should not be more than forty five (45) days from the date of service of the application
to the Chairman of the Board. The application contains the subject of the agenda. If a General Meeting
is not convened by the Board of Directors within twenty (20) days from the submission of the relevant
application, the convening is carried out by the requesting shareholders at the expense of the Company,
by court decision, issued during the interlocutory proceedings. This decision defines the place and time
of the meeting, as well as the agenda. The decision is not challenged by legal means.
(b)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, the Board
of Directors is obliged to include in the agenda of the General Meeting, which has already been convened,
additional issues, if the relevant application reaches the Board of Directors fifteen (15) at least days
before the General Meeting. The additional issues must be published or announced, under the
responsibility of the Board of Directors, according to article 122 of law 4548/2018, at least seven (7)
days before the General Meeting. The request for inclusion of additional items on the agenda is
accompanied by a justification or a draft decision for approval at the General Meeting and the revised
agenda is made public in the same way as the previous agenda, thirteen (13) days before the date of
the General Meeting and at the same time is made available to the shareholders on the Company's
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website, together with the justification or the draft decision submitted by the shareholders according to
the provisions of paragraph 4 of article 123 of law 4548/2018.
(c)
Shareholders representing one twentieth (1/20) of the paid-up capital have the right to submit draft
decisions on issues included in the initial or any revised agenda of the General Meeting. The relevant
application must be submitted to the Board of Directors at least seven (7) days before the date of the
General Meeting, and the draft decisions are made available to the shareholders as defined in paragraph
3 of article 123 of law 4548/2018, six ( 6) at least days before the date of the General Meeting. The
Board of Directors is not obliged to register items on the agenda or to publish or disclose them along
with justification and draft decisions submitted by shareholders, in accordance with paragraphs 2 and 3
of article 141 of law 4548/2018, if their content is obviously contrary to law or good morals.
(d)
At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up
capital, the Chairman of the General Meeting is obliged to postpone once only the decision of the General
Meeting, Ordinary or Extraordinary, on all or certain issues, setting a day of continuation of the meeting,
the one defined in the request of the shareholders, which, however, may not be more than twenty (20)
days from the date of postponement. The postponed General Meeting is a continuation of the previous
one and there is no need to repeat the formalities of publishing the shareholders' invitation. New
shareholders can also participate in this General Meeting, observing the relevant participation formalities
and the provisions of paragraph 6 of article 124 of law 4548/2018 apply.
(e)
At the request of any shareholder, submitted to the Company at least five (5) full days before the
General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested
specific information about the Company's affairs, insofar as these are related to the items on the agenda.
There is no obligation to provide information when the relevant information is already available on the
Company's website, in particular in the form of questions and answers. Also, at the request of
shareholders, representing one twentieth (1/20) of the paid-up capital, the Board of Directors is obliged
to announce to the General Meeting, if it is Ordinary, the amounts paid, during the last two years, to
each member of the Board of Directors or the directors of the Company, as well as any provision in
benefits to these persons for any reason or contract of the Company with them. In all the above cases,
the Board of Directors may refuse to provide the information for a substantial reason, which is recorded
in the minutes. Such a reason may be, in the circumstances, the representation of the requesting
shareholders in the Board of Directors, in accordance with articles 79 or 80 of law 4548/2018. In the
cases of this paragraph, the Board of Directors may respond uniformly to shareholders' requests with
the same content.
(f)
At the request of shareholders, representing one tenth (1/10) of the paid-up capital which is
submitted to the Company at least five (5) full days before the General Meeting, the Board of Directors
is obliged to provide the General Meeting with information on the course of corporate affairs and the
assets of the Company. The Board of Directors may refuse to provide the information for a substantial
reason, which is recorded in the minutes. Such a reason may be, in the circumstances, the
representation of the requesting shareholders in the Board of Directors in accordance with articles 79
or 80 of Law 4548/2018, provided that the respective members of the Board of Directors have received
the relevant information in a sufficient manner.
(g)
At the request of shareholders, representing one twentieth (1/20) of the paid-up capital, voting on
an item or items on the agenda shall be by open ballot.
1.8 Other rights of shareholders
In addition to the right to participate and vote in the General Meeting, the Company's shareholders have
the following rights, in accordance with the current Articles of Association and the provisions of Law
4548/218:
(a) dividend right
The minimum dividend is set at a rate of thirty-five percent (35%) of the net profit, after deducting the
ordinary reserve and the other credit accounts of the income statement, which do not derive from the
realized profit. By decision of the General Meeting taken with an increased quorum and majority, the
above percentage can be reduced, but not be set below ten percent (10%). Non-distribution of the
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minimum dividend is permitted only by decision of the General Meeting of shareholders, taken with the
increased quorum of paragraphs 3 and 4 of article 130 of Law 4548/2018 and via a majority of eighty
percent (80%) of the share capital represented at the General Meeting. The amount to be distributed is
paid to the shareholders within two (2) months from the decision of the Ordinary General Meeting of
shareholders that approved the annual financial statements and the dividend distribution. The date and
method of dividend payment is stated through relevant announcements on the Company's website and
on the respective platform of the Athens Exchange. According to Greek legislation, dividends that are
not being collected by their beneficiaries for a period of five (5) years from the date on which they
became claimable are time-elapsed and the relevant amounts are transferred on definite basis to the
Greek State.
(b) right to information
Ten (10) days before the Ordinary General Meeting, the Company is obliged to post on its website the
annual Financial Statements, as well as the relevant Reports of the Board of Directors and the Auditors.
(c) pre-emptive right
In the event of a share capital increase that is not being made by a contribution in kind or through the
issuance of bonds convertible into shares, a pre-emptive right is granted for the entire new capital or
bond loan towards the existing shareholders at the time of issuance, on a basis that is proportional with
their participation in the existing share capital of the company.
(d) right to participate in the liquidation proceeds
PART D – INTERNAL COTROL AND RISK MANAGEMENT SYSTEM
Ι. Internal Control
1.1
As Internal Control System (ICS) is defined all the internal control mechanisms and procedures,
including risk management, internal control and regulatory compliance, which continuously covers every
activity of the Company and its significant subsidiaries and contributes to its safe and efficient operation.
1.2
The Internal Control System aims at:
•
the consistent implementation of the Group's business strategy through the effective utilization
of all available resources,
•
the recognition and management of the essential risks related to the business activity and
operation of the Group,
•
the efficient operation of the Internal Control Department,
•
to ensure the completeness and reliability of the data and information required for the accurate
and timely determination of the financial position of the Company and the preparation of reliable
financial statements,
•
in compliance with the current legislative and regulatory framework in general, as well as the
internal regulations governing the operation of the Group.
1.3
Responsible for the systematic monitoring, control and periodic evaluation of the Internal Control
System (ICS), in particular as to the adequacy and correctness of the financial and non-financial
information provided, the risk management, the regulatory compliance and the Corporate Governance
Code adopted by the Company is the Internal Audit Unit, which is an independent organizational unit
within the Company. Additionally, periodic evaluation of the Internal Control System is carried out every
three (3) years by an independent and objective evaluator, according to the more specific provisions of
the decision of the Board of Directors of the Hellenic Capital Market Commission with number 1/891/
30.09.2020, as it is in effect following its amendment by the decision of its Board of Directors numbered
2/917/17.06.2021 (Government Gazette B΄ 3040/2021)
. The latter determines the time, procedure,
frequency and any other specific issues required for the evaluation of the Internal Control System as
well as the characteristics of persons that should be involved in this process.
1.4
The head of the Internal Control Unit:
(a)
is appointed by the Board of Directors of the Company, following a proposal of the Audit Committee,
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(b)
is a full-time and exclusive-employment employee, personally and functionally independent and
objective in the performance of his duties;
(c)
possesses the appropriate knowledge and relevant professional experience.
(d)
reports administratively to the Chief Executive Officer and operationally to the Audit Committee.
(e)
may not be appointed as head of the Internal Control Unit, member of the Board of Directors or
member with voting rights in Committees of a permanent nature of the Company and has close ties
with anyone who holds one of the above properties in the Company or in a company of the Group.
Furthermore, the number of internal auditors of the Internal Control Unit must be proportional to the
size of the Company, the nature, scale, scope and complexity of the Company's activities, the number
of its employees, its geographical points of activity, number of its operating and executive units as well
as audited entities in general.
Mr. Stavros Meggoulis performs the duties of head of the Company's Internal Control Unit.
1.5
The head of the Internal Control Unit:
(a)
attends the General Meetings of shareholders;
(b)
provides in writing any information requested by the Hellenic Capital Market Commission, cooperate
with it and facilitate in every possible way the task of monitoring, control and supervision by the
competent Supervisory Authority;
(c)
submits to the Audit Committee an annual audit program and the requirements of the necessary
resources, as well as the effects of the resource constraint or the audit work of the Unit in general.
The annual audit program is prepared based on the risk assessment of the Company, after taking into
account the opinion of the Audit Committee.
(d)
has free and unhindered access to any organizational unit of the Company and is aware of any data,
file and information required for the effective and efficient performance of duties.
1.6
The Internal Control Unit has an Operating Regulation, which was prepared in accordance with the
provisions of articles 15 and 16 of Law 4706/2020 (Government Gazette A 136/17.07.2020), as in force,
was approved and entered into force by 15.07. 2021 decision of the Board of Directors of the Company
following a proposal of the Audit Committee and defines the principles and the basic operating
framework of the Unit, determines the fundamental principles and rules that the Internal Auditors must
follow in the performance of their duties, describes the responsibilities, the duties and obligations of the
Unit.
1.7
The executives of the Internal Control Unit must comply with:
(a)
the International Professional Practices Framework;
(b)
the International Standards for the Professional Application of Internal Audit (IIA Standards);
(c)
the Code of Ethics (IIA Code of Ethics);
(d)
the applicable legislative and regulatory framework in general;
(e)
the Internal Operating Regulation of the Company.
1.8
The executives of the Internal Control Unit in the performance of their duties must apply the
following principles:
(a) integrity
(demonstration of honesty, diligence, consistency and responsibility in the performance
of their duties, compliance with the legal and regulatory framework and internal procedures of the
Company),
(b) objectivity
(demonstration of the greatest possible impartiality in the collection, evaluation and
communication of information related to the audits carried out, non-acceptance of gifts that may affect
their professional judgment, immediate disclosure of any event that could be considered contrary to
their independence),
(c) Confidentiality
(respect and management of the information obtained in the performance of their
duties with due diligence, avoidance of the use of such information for personal gain or in a manner
harmful to the Company, taking appropriate measures to protect this information),
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(d) Adequacy of skills
(possession of knowledge, skills and experience required to provide internal
control services, continuous improvement of the adequacy, efficiency and effectiveness of their services,
exercise of appropriate professional judgment).
Results of the evaluation process of the Internal Control System (ICS) of FLEXOPACK SA for
the period 17-07-2021 to 31-12-2022, in accordance with article 14, par. 3, point j and
paragraph 4 of Law 4706/ 2020 and the relevant Decisions of the Board of Directors of the
Capital Market Commission.
The Company, by decision of its Board of Directors, assigned to Grant Thornton SA the project "Provision
of Internal Control System Assessment Services", with the aim of evaluating the adequacy and
effectiveness of the Internal Control System ("ICS") of the Flexopack Company S.A. and its major
subsidiaries, Flexopack Polska Sp. Z.o.o. and Flexopack Pty Ltd with a reference date of 31/12/2022, in
accordance with the provisions of point i of par. 3 and par. 4 of article 14 of Law 4706/2020 and Decision
1/891/30.09.2020 of the Board of Directors of the Capital Market Commission, as applicable (the
"Regulatory Framework").
The said evaluation of the Internal Control System was successfully completed in March 2023 and
covered the following subjects: the Control Environment, Risk Management, Control Mechanisms and
Security Valves, the Information and Communication System as well as the Monitoring of the Company's
Internal Control System and its significant subsidiaries.
The Conclusion of the Independent Evaluator, namely Ms. Athena Moustakis, Certified Public Accountant
with AM 28871 and Partner of Grant Thornton, which is included in the final evaluation report of the
adequacy and effectiveness of the ICS dated 24/03/2023, concludes that from the conducted work and
the evidence obtained regarding the assessment of the adequacy and effectiveness of the Company's
ICS and its significant subsidiaries, no weaknesses were identified that could be considered material
weaknesses in the Company's ICS according to the Regulatory Framework.
This result is another confirmation that the Company is in constant compliance with the legislative and
regulatory framework that governs the Internal Control System and adopts best practices for the legal
and orderly operation of the Group's ICS.
ΙΙ. Risk Management
1.1
The Company has established and implements a Risk Management Policy and Procedure, which
aims at the timely and effective treatment of risks that may have a negative impact on the achievement
of its objectives. Risk Management is a systematic process that aims at the timely and effective
identification, analysis, control, management and monitoring of any type of risk involved in the operation
of the Company.
The steps to follow in the annual Risk Management process are as follows:
•
Preparation of Risk Profile Revision Proposals
•
Submission of Risk Profile Revision Proposals
•
Conducting Risk Management Group Meetings
•
Approval of Risk Profiles and Action Plan
•
Monitoring of Action Plan - Reports.
The Board of Directors of the Company has the overall responsibility of the risk management framework
related to the operations and the achievement of the objectives of the Company. The Audit Committee
takes the decisions related to the risk assessment and coordinates through the Risk Management Unit
the structuring and implementation of the appropriate safeguards for the respective risk management
process based on the level of risk acceptance.
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1.2
The risk management system implemented by the Company is based on four axes:
•
risk identification,
•
risk assessment,
•
risk management and
•
risk monitoring and reporting
1.2.1 Risk identification
The risk identification is conducted on an annual basis and is completed before the end of each year.
Initiates and takes into account the definition of the strategy and the individual business objectives of
the Company. The key factors that can threaten the achievement of these goals are then identified. In
this context, the Board of Directors of the Company determines the risk appetite and risk tolerance. The
results of the risk identification process are recorded in the Company Risk Register, which is a
comprehensive mapping of significant risks.
1.2.2 Risk assessment
Each risk is initially assessed in terms of its inherent degree (inherent risk). The Risk Profile also includes
the response to each risk, ie the existing actions of the Company in order to manage the respective risk.
For each action (policy, procedure and safety valve) the Risk Owner is defined, while for each risk there
is the possibility of defining more than one action. The Risk Owners, taking into account the overall
actions in the Risk Response, assess the level of residual risk that may remain after the risk management
actions.
1.2.3 Risk management
In cases where the residual risk is greater than the risk tolerance available by the Company, additional
required actions are determined in order to effectively manage the risks. These actions constitute the
Action Plan for the desired response to the risk through the improvement of the safety valves and in
general of the Internal Control System of the Company. The Risk Profile as well as the Action Plan are
approved by the CEO and submitted to the Board of Directors.
1.2.4 Risk monitoring and reporting
Risk Owners have the primary responsibility to oversee the effective operation of the individual defined
actions and to inform the response actions to each risk with any possible changes.
The Head of Risk Management supports the organization and the effective performance of the process
and is also responsible for coordinating the work required for the Risk Identification and Assessment
Process.
1.3
During the process of drawing up the Company's financial statements, specific safeguards exist and
are also being applied, with regard to the use of commonly accepted, based on international practices,
tools and methodologies.
The main safeguards related to the preparation of the Company's financial statements and reports are
the following:

appropriate staffing of the financial services unit with people who have adequate theoretical
training and experience to carry out the responsibilities assigned to them,

assignment of responsibilities and authorizations to both the top and middle level managers of the
Company, while preserving the required segregation of responsibilities,

adoption of consistent policies and methods in monitoring the Accounting departments of all Group
companies, which contain definitions, accounting principles and instructions for the preparation of
financial statements and other reports,

conducting audits and verifications between the various information systems,

existence of transaction approval limits,
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
existence of approval levels for carrying out specific transactions or actions (e.g. payments,
collections, legal transactions, etc.),

carrying out accounting and other entries based on the necessary documents,

carrying out inventory measurement processes in relation to raw materials, semi-finished and
finished products and goods on a systematic basis, according to explicit and clearly written
instructions,

carrying out reconciliations of customer, supplier, loan and bank account balances to ensure the
correct representation of the Company's assets and liabilities,

performing comparisons between actual, historical and budgeted income and expenditure accounts
with sufficient detailed explanation of any significant discrepancies,

development, upgrading and maintenance of advanced IT infrastructure that ensures the correct
and accurate depiction of financial figures and data,

securing the Company's information systems through the existence of procedures for keeping
backup files, protection mechanism against viruses, external interventions and malicious actions,

ensuring access to email accounts.
Through all the above procedures and mechanisms, an attempt is being made to limit and minimize the
risks associated with the preparation of reliable and accurate financial statements.
PART E’ – ADDITIONAL INFORMATION
1.1 Introduction
The Article 10 par.1 of the EU Directive 2004/25/EC dated April 21
st
2004, relating to takeover bids, states
the following as regards to companies whose total shares are listed on an regulated according to the
terminology of Law 4548/2018 market:
“1. Country members ensure that the companies mentioned in article 1 paragraph 1 disclose detailed
information as regards to the following:
a) their capital structure, including securities that are not listed on an organized market of a country-
member and, according to the case, indication of different categories of shares with the rights and
obligations linked to each share category and the percentage of the total share capital such represent;
b) all the limitations on transfer of securities, such as limitations on the ownership of securities or the
obligation to receive approval by the Company or other shareholders, with the reservation of article 46 of
Directive 2001/34/EC;
c) the significant direct or indirect holdings (including indirect holdings through pyramid structures or cross-
holdings) according to the definition of article 85 of directive 2001/34/EC;
d) the owners of any kind of securities that provide special control rights and the description of such rights.
(e) the system of control of any employee share scheme where the control rights are not exercised directly
by the employees;
(f) any restrictions on voting rights, such as limitations of the voting rights of holders of a given percentage
or number of votes, deadlines for exercising voting rights, or systems whereby, with the company's
cooperation, the financial rights attaching to securities are separated from the holding of securities;
(g) any agreements between shareholders which are known to the company and may result in restrictions
on the transfer of securities and/or voting rights within the meaning of Directive 2001/34/EC;
(h) the rules governing the appointment and replacement of board members and the amendment of the
Articles of Association;
(i) the powers of board members, and in particular the power to issue or buy back shares;
(j) any significant agreements to which the company is a party and which take effect, alter or terminate
upon a change of control of the company following a takeover bid, and the effects thereof, except where
their nature is such that their disclosure would be seriously prejudicial to the company; this exception shall
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not apply where the company is specifically obliged to disclose such information on the basis of other legal
requirements;
(k) any agreements between the company and its board members or employees providing for compensation
if they resign or are made redundant without valid reason or if their employment ceases because of a
takeover bid.”
1.2
The above information is included in detail in Chapter 6 of the present Report.
1.3
As regards to items c, d, f, h and i of par. 1 of article 10, the Company states the following:
• as regards to item c’: the important direct or indirect participations of the Company are the following:
(a)
FLEXOPACK POLSKA Sp.z.o.o, (subsidiary) in which the Company participates with a stake of
100.00% of shares and voting rights.
(b)
FLEXOSYSTEMS Ltd Belgrade, (subsidiary) in which the Company participates with a stake of 100%
of shares and voting rights.
(c)
FLEXOPACK INTERNATIONAL LIMITED, (subsidiary) in which the Company participates with a stake
of 100% of shares and voting rights.
(d)
FLEXOPACK PTY LTD, (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(e)
FLEXOPACK PROPERTIES PTY LTD: (subsidiary), in which the Company participates with 100%
through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(f)
FLEXOPACK NZ LIMITED: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACKPTYLTD" (indirect participation),
(g)
FLEXOPACK TRADEANDSERVICESUKLIMITED: (subsidiary), in which the Company participates with
100% through its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(h)
FLEXOPACKFRANCE: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(i)
FLEXOPACK USA INC.: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(j)
FLEXOPACK IRELAND LIMITED: (subsidiary), in which the Company participates with 100% through
its subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(k)
FLEXOPACK DENMARK APS: (subsidiary), in which the Company participates with 100% through its
subsidiary "FLEXOPACK INTERNATIONAL LIMITED" (indirect participation),
(l)
INOVA PLASTICS AEBE: (affiliate), in which the Company participates with 50% of the shares and
voting rights and
(m)
VLACHOU BROS SA: (affiliate), in which the Company participates with a percentage of 47.71% of
the shares and voting rights.
Moreover, the significant direct or indirect holdings in the voting rights of the Company, according to the
definition of provisions of articles 9 through 11 of l. 3556/2007, are the following:
(a)
Stamatis Ginosatis, percentage of 30.76% (direct participation)
(b)
Georgios Ginosatis, percentage of 17.40% (direct participation)
(c)
Nikolaos Ginosatis, percentage of 16.19% (direct participation)
• as regards to item d’: there are no kind of securities (including shares), that provide special control
rights.
• as r
egards to item f΄:
there are no known limitations on voting rights (such as limitation of voting
rights on owners of a specific percentage or number of shares, deadlines to exercise voting rights, or
systems through which with the cooperation of the Company financial rights emanating from shares are
distinguished by the ownership of the shares). As regards to exercising voting rights during the General
Meeting, extensive reference is made in Part C of the present Corporate Governance Statement.
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• as
regards to item h΄:
regarding the appointment and replacement of Board members and regarding
the amendment of the Company’s Memorandum of Association, there are no rules that differ from those
stated by Law 4548/2018, as currently in effect. Such rules are described in detail in Part A of the
present Corporate Governance Code.
• as regards to item i
΄:
there are no special authorities of the members of the Board of Directors as
regards to the issuance or buyback of shares. It is noted that pursuant to a relevant decision of the
Annual Ordinary General Meeting of Shareholders of 10 June 2022, the Board of Directors of the
Company was granted the authority to purchase a maximum of 10% of the Company’s existing shares
(by including the entire number of treasury shares held by the Company following a previous share
repurchase plan to the above upper limit)
, within a period of twenty-four (24) months from the date of
the above decision, i.e. up until 10/06/2024, and in accordance with the terms and restrictions set by
article 49 of Law 4548/2018, with a purchase price range between three Euros (3.00 €) per share
(threshold) and eight Euros (8.00 €) per share (ceiling). At the date of preparation and approval of this
Report, the Company held 96,450 treasury shares.
• points e’, g’, i’ and ia; do not apply.
PART F – SPECIAL STATEMENTS
1.1
During the closed corporate year 2022 (01.01.2022-31.12.2022), the Board of Directors carried out
an annual review of the corporate strategy, the main business risks faced by the Company in the sector
in which it operates, as well as the systems of internal control applied by the Company and found the
following:

The corporate strategy is implemented appropriately and in accordance with the planning of the
competent Directorates, in order for the Company to continue to stand out for the promotion of
innovative products and services, the establishment of long-term relationships of trust and the
creation of a sense of intimacy with its business partners, thus developing further its business model,

The main areas of business and financial risk of the Company as well as the issues that may have
a significant impact on its financial statements, according to the size and complexity of its activities
are included and are in detail analysed as well their addressing in the relevant Section of the
Management Report of Board of Directors and finally

the internal control is carried out in accordance with the current legislative and regulatory
framework and the principles of the Code of Ethics, and covers the main activities of the company,
in order to determine the adequacy of the management and organization systems of the audited
entity to diagnose any irregularities, errors, weaknesses and possible fraud that may result in
mismanagement and/or loss of assets and to verify the reliability of the measurement and
presentation of the financial figures that constitute the image of the entity.
1.2
The Board of Directors of the Company declares and confirms hereby that the Audit Company, which
is in charge of carrying out the mandatory audit of the annual and semi-annual Financial Statements
(corporate and consolidated), as well as the issuance of the annual tax certificate and tax compliance
report, provided with the approval of the Audit Committee authorized non-audit services to the Company
amounting to 16,001 euros and therefore no direct or indirect impact exists on the objectivity, integrity,
reliability and effectiveness of the statutory audit.
This Corporate Governance Statement is an integral and special part of the Annual Report (Management)
of the Board of Directors of the Company.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
89
SECTION I
Group’s course and outlook for the financial year 2023
In view of the strong export orientation of the Group, it should be noted that its prospects, results and
course for the fiscal year 2023 are directly related to the conditions prevailing on the one hand in the
global, and on the other hand in the domestic economy and marketplace.
At the present time there are reasonable and well-founded concerns regarding the course of the global
economy, which are mainly due to the following factors:
- the ongoing war between Russia and Ukraine and its effects on stability and security, on the European,
Greek and global economy.
- the significant increase in energy costs,
- the worsening of the wave of inflationary pressures, especially in the sectors of energy, raw materials,
food and other consumer goods,
- the current and looming increases in interest rates internationally and especially in the Eurozone,
which may exert upward pressure on the cost of debt in the public and private sectors and lead the
economies to a slowdown and/or a recession,
Following the above, the degree of uncertainty and insecurity still remains high thus limiting any ability
to extract reliable, safe and objective forecasts for the future. Therefore the Management maintains a
cautious attitude regarding any impact on the prospects of the Group and the Company whereas it
cannot rule out the possibility of a negative effect on the overall performance, financial position and the
course of both the Company and the Group during the financial year of 2023.
The Management of the Group with a high sense of responsibility towards the employees, the customers,
the suppliers, the partners and the investors, closely monitors and systematically evaluates all possible
risk factors, which may affect the financial position, activities and results of the Group and has been
taking all appropriate measures to ensure the smooth operation and business continuity of the Group.
In any case and despite the prevailing conditions of uncertainty, the Group, both at the reporting date
of the annual Financial Statements and at the date of their approval, maintains satisfactory capital
adequacy and liquidity and continues to be fully consistent with its liabilities to suppliers, government
agencies, insurance companies and other creditors. At the same time, the Group takes all the necessary
steps to absorb the shocks of financial turmoil and to maintain the respective employment positions.
Following the above, the Group's strategy, which is oriented towards flexibility and continuous
adaptation to the current conditions, is summarized as follows:
- Improvement and continuous upgrade of the spectrum of produced products, with an emphasis on
high-quality product diversification compared to competition,
- creating new innovative products capable of meeting wider and more demanding market needs, as
well as to satisfy the customer requirements and needs,
- Further enhancement of the current modern production methods in order to meet the targets of
reduction of energy consumption, of a lower carbon footprint and facilitate the essential contribution to
sustainable development,
- Further penetration of the international markets via the maintenance or expansion of the Company’s
partnerships aiming at the utilization of the Group’s knowhow,
- Further and efficient strengthening of the infrastructure and the production facilities of both the
Company and the subsidiaries of Group, with the objective to even faster and more effectively serve the
customer base in the geographical areas where the companies are located, in order to boost the growth
potential in the relevant markets, and finally,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
90
- Continuous development of the organizational and operating structures aiming at the further increase
of efficiency, and the greater reduction of costs.
Koropi, 11 April 2023
THE BOARD OF DIRECTORS
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
91
CHAPTER 3: Independent Auditor’s Report
Independent Auditor's Report
To the Shareholders of “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL
PLASTICS COMPANY”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “FLEXOPACK S.A.”
(the Company), which comprise the separate and consolidated statement of financial position as at 31
December 2022, the separate and consolidated income statements and statements of comprehensive
income, changes in equity and cash flows for the year then ended, and a summary of significant accounting
policies and other explanatory information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of FLEXOPACK S.A. and its subsidiaries (the Group) as at
31 December 2022, their financial performance and their cash flows for the year then ended in accordance
with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into
the Greek Legislation. Our responsibilities under those standards are further described in the “Auditor’s
Responsibilities for the Audit of the Separate and Consolidated Financial Statements” section of our report.
We are independent of the Company and its consolidated subsidiaries throughout our entire appointment
in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that
are relevant to the audit of the separate and consolidated financial statements in Greece, and we have
fulfilled our other ethical responsibilities in accordance with the requirements of the current legislation and
the above-mentioned 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 consolidated financial statements of the audited period. These matters and the
related risks of material misstatement were addressed in the context of our audit of the separate and
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
92
Key audit matters
How our audit addressed the key audit
matter
Inventories
At 31.12.2022 the Group holds inventories of
value amounting to € 51.75 mil. (Company: €
28.01 mil).
Inventory items are measured at a lower of cost
and net realizable value as referred to in the
Group’s accounting policies. Net realizable value
is the e
stimated selling price less any related
selling expenses.
Based on the above, the Management makes
appropriate estimates, based on the movement
of the inventory items recorded within the year
and plans for the following season.
We considered the area of the production cost -
inventories at year - end to be one of the key
audit matters, primarily, since inventories
constitute a significant asset, and secondly,
because of the size of the consumables and
estimates required for both - measurement of the
val
ue of inventories and calculation of the
production cost.
Information
concerning
the
Company’s
accounting policies for inventories is referred to
in Note 3.8 and 6.7 to the financial statements.
Our audit approach included, among others,
the following procedures:
•
Recording and examining procedures
and internal control for inventory
management
designed
by
the
Company’s Management with regard
to inventories.
•
Monitoring the inventory counting
process and performing physical
inventory at the warehouses.
•
Examined Management’s estimates of
the inventories net realizable value,
which arises from sales after the end
of the reporting period.
•
Carrying out analytical procedures
with regard to the movement of
inventories
and
identification
of
inventories of low marketability (or
movement).
•
Sample
confirmation
of
correct
determination of acquisition cost and
production cost of inventories.
•
We also assessed the adequacy and
appropriateness
of
the
disclosures
recorded in Note 6.7 to the financial
statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
93
Assessment of non-current assets impairment
As at December 31, 2022, the Group has
recognized goodwill of € 252 thous. (Company: €
0), intangible assets of € 1.92 mil. (Company: €
1.92 mil.) and tangible assets of € 59.84 mil.
(Company: € 43.25 mil.). In addition, as at
December 31,
2022 the
Company
holds
investments in subsidiaries of € 21.41 mil. and
investments in associates of € 2.20 mil. (Group:
€ 6.21 mil.).
In accordance with IFRS requirements, Goodwill
is tested for impairment at least annually, while
intangible assets with definite useful life, tangible
assets and investments in subsidiaries and
associates are tested for impairment whenever
there are related indications.
Taking into consideration the significant amounts
of the non-current assets mentioned above and
the use of the Management's assumptions and
estimates for the determination of the relative
recoverable
amounts,
we
consider
that
assessment of impairment of the aforementioned
constitutes a key audit matter.
Impairment testing requires the determination of
recoverable amounts based on the value in use
of the assets. Calculation of value in use is
derived from the discounted cash flow method,
based on the business plans, which incorporate
key Management’s assumptions and estimates.
This requires Management judgement on the
future cash flows of the above CGUs, and the
discount rates applicable to the projections of
future cash flows.
Furthermore, the volatility of the macroeconomic
environment and competition could adversely
affect the operating performance of the Group's
CGUs.
The Group and the Company’s disclosures
regarding the accounting policy, judgments and
estimates used for the analysis of the above non-
current assets are included in Notes 2.2, 3.1, 3.3,
3.4, 3.5, 3.6, 6.1, 6.2, 6.3, 6.4 and 6.5 to the
financial statements.
Our audit approach included, among others, the
following procedures:
•
We assessed the Management’s procedures for
the identification of impairment indications
relating to non-current assets.
•
We assessed the Management’s procedure
relating to the preparation of reliable
business plans.
•
We assessed the reasonableness of the
Management’s assumptions and estimates.
•
We assessed the mathematical accuracy of
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 included in Notes notes 2.2, 3.1,
3.3, 3.4, 3.5, 3.6, 6.1, 6.2, 6.3, 6.4 and 6.5
to the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
94
Other Information
Management is responsible for the other information. The other information is included in the Statements
of the Members of the Board of Directors, as referred to the “Report on other Legal and Regulatory
Requirements” section, 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 do 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 IFRSs, as adopted by the European Union, and for such internal
control as management determines is necessary to enable the preparation of separate and consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing
the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 L. 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 consolidated financial
statements as an aggregate, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs, incorporated into the Greek Legislation,
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to affect the
economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs, incorporated into the Greek Legislation, we exercise
professional judgment and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than that
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
95
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the separate and consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company and the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the separate and consolidated financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding financial information of entities or business
activities within the Group for the purpose of expressing an opinion on the separate and consociated
financial statements to be able to draw reasonable conclusions on which to base the auditor’s
opinion. Our responsibility is to design, supervise and perform the audit of the Company and its
subsidiaries. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the separate and consolidated financial statements of the current
period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1.Board of Directors Report
Taking into consideration the fact that under the provisions of Par. 5, Article 2 (part B), Law 4336/2015,
management has the responsibility for the preparation of the Board of Directors’ Report as well as the
Corporate Governance Statement included in this report, the following is to be noted:
i.
The Board of Directors’ Report includes the Corporate Governance Statement that provides the
data and information defined under Article 152, Law 4548/2018.
ii.
In our opinion, the Board of Directors’ Report has been prepared in compliance with the effective
legal requirements of Articles 150 and 153 and Paragraph 1 (cases c’ and d’), Article 152, Law
4548/2018 and its content corresponds to the accompanying financial statements for the year
ended as at 31/12/2022.
iii.
Based on the knowledge we acquired during our audit, we have not identified any material
misstatements in the Board of Directors’ Report in relation to the Company “FLEXOPACK S.A.” and
its environment.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
96
2.Additional Report to the Audit Committee
Our opinion on the accompanying separate and consolidated financial statements is consistent with our
Additional Report to the Company Audit Committee, prepared in compliance with Article 11, Regulation
(EU) No 537/2014.
3.Provision of Non-Audit Services
We have not rendered to the Company and its subsidiary non-prohibited non-audit services, prohibited
under Article 5, Regulation (EU) No 537/2014.
The allowed non-audit services provided by us to the Company and its subsidiaries during the financial year
that ended 31st December 2022, are disclosed in note 6.28 of the accompanying separate and consolidated
financial statements.
4.Auditor’s Appointment
We were first appointed the Company’s Chartered Accountants following as of 26/06/2020 Decision of the
Annual Regular General Meeting of the Shareholders. Our appointment has been, since then, uninterrupted
renewed by the Annual General Assembly of shareholders of the Company for 2 consecutive years.
5.Operating Regulations
The Company has in place operating regulations in accordance with the content provided by the provisions
of article 14, Law 4706/2020.
6.Assurance Report on financial statements in European Single Electronic Format (ESEF)
We examined the digital records of FLEXOPACK S.A. (hereinafter the Company), prepared in accordance
with the European Single Electronic Format (ESEF) requirements defined in the Delegated Regulation of
the European Commission (EU) 2019/815, as amended following the Regulation (EU) 2020/1989
(hereinafter ESEF Regulation) which include separate and consolidated financial statements
for the year
ended as of 31 December 2022, in XHTML format (213800SD9V875QXDRR32-2022-12-31-en), as well as
the projected XBR file (213800SD9V875QXDRR32-2022-12-31-en.zip) with the appropriate mark-up, on
the aformenetioned consolidated financial statements.
Regulatory Framework
The digital records of the European Single Electronic Format (ESEF) are prepared in accordance with the
ESEF regulation and the Commission Interpretative Communication 2020/C379/01 as of November 10th,
2020, in compliance with the provisions of Law 3556/2007 and the relevant announcements of the Hellenic
Capital Market Commission and the Athens Stock Exchange (hereinafter "ESEF regulatory framework").
In summary, this framework includes, inter alia, the following requirements:
-
All the annual financial statements shall be prepared in a valid XHTML format.
-
For all consolidated financial statements that are drawn up in accordance with IFRS, the financial
reporting included in the Statement of Comprehensive Income, in the Statement of Financial
Position, in the Statement of Changes in Equity and in the Statement of Cash Flows shall be marked-
up with XBRL ‘tags’, according to the effective ESEF Taxonomy. The technical specifications for
ESEF, including the relevant classification, are set out in the ESEF Regulatory Technical Standards.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
97
The requirements set out in the current ESEF regulatory framework constitute the appropriate criteria for
reaching a conclusion with reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company for the year ended as at December 31st, 2022 in accordance with the
requirements defined in the ESEF Regulatory Framework and for such internal control as management
determines is necessary to enable the preparation of digital records that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement in accordance with no. 214/4/11-
02-2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight
Board (HAASOB) and the "Guidelines on the auditors’ involvement and assurance report in European Single
Electronic Format (ESEF) on of issuers with a regulated market listed securities" 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 audit in accordance with the International Ethics Standards Board for Accountants’ Code
of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and we have fulfilled
our ethical obligations for independence, in accordance with Law 4449/2017 and EU Regulation 537/2014.
The assurance engagement we conducted restrictively covers the items included in the ESEF Guidelines and
was carried out in accordance with the International Standard on Assurance Engagements (ISAE) 3000,
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”. Reasonable
assurance is a high level of assurance, but is not a guarantee that our audit will always detect a material
misstatement regarding non-compliance with the requirements of the ESEF Regulation.
Conclusion
Based on the procedures we performed and the evidence we obtained, we conclude that the
separate and
consolidated financial statements of the Company for the year ended as of December 31, 2022, in XHTML
format
(213800SD9V875QXDRR32-2022-12-31-en)
as
well
as
the
projected
XBRL
file
(213800SD9V875QXDRR32-2022-12-31-en.zip) with the appropriate mark-up, on the above consolidated
financial statements have been prepared, in all material respects, in accordance with the requirements of
the ESEF Regulatory Framework.
Athens, 12 April 2023
Certified Accountant (C.A.)
Eleftherios Koutsopoulos
I.C.P.A. Reg. No.: 44651
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
98
CHAPTER 4: Annual Financial Statements
Annual Separate and Consolidated Financial Statements
As of 31
st
December 2022
(January 1st 2022 – December 31st 2022)
According to the International Financial Reporting Standards (IFRS)
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
99
Statement of Financial Position
GROUP
COMPANY
ASSETS
Note
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Non-current assets
Tangible Assets
6.1
59.842
51.912
43.248
40.301
Right-of-use Assets
6.14
640
925
288
389
Goodwill
6.2
252
252
0
0
Intangible Assets
6.3
1.918
1.980
1.918
1.980
Investments in subsidiary companies
6.4
0
0
21.414
14.317
Investments in associate companies
6.5
6.208
5.600
2.199
2.199
Other Long-term Receivables
6.6
109
102
105
97
Total non-current assets
68.970
60.772
69.172
59.284
Current assets
Inventories
6.7
51.745
32.447
28.014
17.083
Trade Receivables
6.8
18.945
19.700
39.372
33.078
Other Receivables
6.9
12.588
11.115
6.772
6.758
Cash and cash equivalents
6.10
23.772
19.138
16.694
15.700
Total current assets
107.049
82.401
90.852
72.619
Total Assets
176.019
143.172
160.024
131.902
EQUITY & LIABILITIES
Share capital
6.11.1
6.369
6.329
6.369
6.329
Share premium
6.11.1
3.500
3.316
3.500
3.316
Capital Reserves
6.11.2
23.183
22.848
23.573
23.126
Retained Earnings
6.11.3
73.457
61.225
67.190
59.885
Total Shareholders' Equity
106.509
93.717
100.632
92.655
LIABILITIES
Long-term liabilities
Deferred tax liabilities
6.12
491
1.291
400
1.127
Provision for employee benefits
6.13
560
527
560
527
Long-term bank liabilities
6.15
27.674
12.540
25.552
10.875
Liabilities from Leases
6.14
290
358
167
84
Other provisions
6.16
576
633
238
238
Total Long-term Liabilities
29.591
15.348
26.916
12.851
Short-term liabilities
Suppliers and related liabilities
6.17
27.464
26.935
23.882
21.138
Liabilities from Leases
6.14
357
568
122
304
Liabilities from income tax
6.18
6.698
3.077
4.611
2.597
Short-term bank liabilities
6.15
5.400
3.528
3.861
2.357
Total Short-term Liabilities
39.919
34.108
32.475
26.396
Total Liabilities
69.509
49.455
59.391
39.247
Total Equity & Liabilities
176.019
143.172
160.024
131.902
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
100
I
ncome Statement
GROUP
COMPANY
Continuing Operations
Note
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Turnover
6.19
151.012
114.181
120.395
93.166
Cost of Sales
6.20
(106.936)
(85.793)
(91.861)
(73.486)
Gross Profit
44.075
28.388
28.535
19.680
Other operating income
6.22
160
536
155
291
Administrative expenses
6.20
(6.067)
(4.862)
(4.344)
(3.709)
Research & Development Expenses
6.20
(1.694)
(1.569)
(1.560)
(1.447)
Distribution expenses
6.20
(15.022)
(9.673)
(8.357)
(5.256)
Other operating expenses
6.22
(372)
(278)
(217)
(64)
Operating Results
21.081
12.543
14.212
9.496
Financial income
6.23
101
115
101
108
Financial expenses
6.23
(652)
(492)
(512)
(390)
Other Financial Results
6.24
(2.239)
(64)
(2.056)
(115)
Proportion of associate companies' Result
6.5
608
717
0
0
Earnings before taxes
18.899
12.818
11.745
9.099
Income tax
6.25
(4.798)
(2.411)
(2.570)
(1.813)
Earnings after taxes
14.102
10.407
9.175
7.286
Allocated to Shareholders of the parent
14.102
10.407
9.175
7.286
Basic Earnings per share
(Euro per
share)
6.30
1,2085
0,8953
0,7863
0,6269
Adjusted (Diluted) Earnings per share
(Euro per share)
6.30
1,2043
0,8881
0,7836
0,6218
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
101
Statement of Comprehensive Income
GROUP
COMPANY
Continuing Operations
Note
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Earnings after taxes
14.102
10.407
9.175
7.286
Other comprehensive income
Amounts which may be transferred into the results in
subsequent periods
Foreign exchange differences from
consolidation of foreign subsidiaries
(112)
62
0
0
Amounts which will not be transferred into the
results in subsequent periods
Actuarial profit-(losses) in personnel benefit
plan
6.13
14
17
14
17
Corresponding income tax
(3)
(4)
(3)
(4)
Other comprehensive income after taxes
(101)
76
11
13
Total comprehensive income after taxes
14.001
10.483
9.186
7.300
Allocated to :
-Shareholders of the parent
14.001
10.483
9.186
7.300
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
102
Consolidated Statement of Changes in Equity
Allocated to the shareholders of the parent company
GROUP
Note
Share
capital
Share
premium
Reserves
FX differences
from
consolidation
Retained
earnings
Total
Balance as at 1/1/2021
6.329
3.316
18.573
(453)
56.188
83.952
Earnings after taxes
0
0
0
0
10.407
10.407
Other comprehensive income
after taxes
0
0
0
62
13
76
Distributed dividends
0
0
0
0
(1.011)
(1.011)
Formation of ordinary
reserves
0
0
469
0
(469)
0
Tax free reserves Law
3908/2011
0
0
62
0
(62)
0
Tax free reserves Law
4172/2013
0
0
50
0
(50)
0
Taxed reserve Law
4399/2016
0
0
3.786
0
(3.786)
0
Transfer of amortization of
grants
0
0
6
0
(6)
0
Stock options
0
0
294
0
0
294
Balance as at
31/12/2021
6.329
3.316
23.239
(391)
61.225
93.717
Balance as at 1/1/2022
6.329
3.316
23.239
(391)
61.225
93.717
Earnings after taxes
0
0
0
0
14.102
14.102
Other comprehensive income
after taxes
0
0
0
(112)
11
(101)
Distributed dividends
6.31
0
0
0
0
(1.591)
(1.591)
Formation of ordinary
reserves
0
0
364
0
(364)
0
Tax free reserves Law
3908/2011
6.11.2
0
0
62
0
(62)
0
Tax free reserves Law
4172/2013
6.11.2
0
0
108
0
(108)
0
Share capital increase
6.11.1
41
185
0
0
0
225
Exercise of stock options
6.34
0
0
(244)
0
244
0
Stock options
0
0
157
0
0
157
Balance as at
31/12/2022
6.369
3.500
23.686
(502)
73.457
106.509
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
103
Statement of Changes in Parent Company’s Equity
COMPANY
Note
Share
capital
Share
premium
Reserves
Retained
earnings
Total
Balance as at 1/1/2021
6.329
3.316
18.460
57.968
86.073
Earnings after taxes
0
0
0
7.286
7.286
Other comprehensive income after
taxes
0
0
0
13
13
Distributed dividends
0
0
0
(1.011)
(1.011)
Formation of ordinary reserves
0
0
469
(469)
0
Tax free reserves Law 3908/2011
0
0
62
(62)
0
Tax free reserves Law 4172/2013
0
0
50
(50)
0
Taxed reserve Law 4399/2016
0
0
3.786
(3.786)
0
Transfer of amortization of grants
0
0
6
(6)
0
Stock options
0
0
294
0
294
Balance as at 31/12/2021
6.329
3.316
23.126
59.885
92.655
Balance as at 1/1/2022
6.329
3.316
23.126
59.885
92.655
Earnings after taxes
0
0
0
9.175
9.175
Other comprehensive income after
taxes
0
0
0
11
11
Distributed dividends
6.31
0
0
0
(1.591)
(1.591)
Formation of ordinary reserves
0
0
364
(364)
0
Tax free reserves Law 3908/2011
6.11.2
0
0
62
(62)
0
Tax free reserves Law 4172/2013
6.11.2
0
0
108
(108)
0
Share capital increase
6.11.1
41
185
0
0
225
Exercise of stock options
6.34
0
0
(244)
244
0
Stock options
0
0
157
0
157
Balance as at 31/12/2022
6.369
3.500
23.573
67.190
100.632
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
104
Statement of Cash Flows
GROUP
COMPANY
Indirect method
Note
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Cash flows from operating activities
Earnings before taxes
18.899
12.818
11.745
9.099
Adjustments on Earnings for:
Depreciation of tangible assets
6.1
5.036
5.044
3.714
3.741
Amortization of intangible assets
6.3
416
377
416
377
Amortization of right-of-use assets
6.14
556
590
270
303
Provisions
163
468
204
359
Impairment
6.7-
6.8
191
44
112
0
Foreign exchange differences
6.24
2.239
64
2.056
115
Profit/(Loss) from the sale of tangible assets
(1)
86
(1)
(2)
Amortization of investment grants
0
(6)
0
(6)
Interest income
6.23
(101)
(115)
(101)
(108)
Interest expenses
6.23
652
492
512
390
Share of results in associate companies
6.5
(608)
(717)
0
0
Total adjustments on Earnings for Cash Flows
8.543
6.328
7.182
5.171
27.443
19.147
18.927
14.270
Working capital changes
(Increase) / decrease of inventories
(19.324)
(10.588)
(11.030)
(4.694)
(Increase) / decrease of receivables
(1.501)
(11.665)
(6.522)
(11.311)
Increase / (decrease) of liabilities
(903)
12.049
1.716
9.444
(21.729)
(10.205)
(15.837)
(6.561)
Cash flows from operating activities
5.714
8.942
3.090
7.709
minus: Income tax paid
(2.812)
(3.034)
(2.120)
(2.669)
Net cash flows from operating activities
2.902
5.908
970
5.040
Cash flows from investment activities
Share capital increase of subsidiary
6.4
0
0
(7.097)
(300)
Purchases of tangible fixed assets
(12.435)
(3.409)
(6.661)
(2.686)
Purchases of intangible assets
(355)
(582)
(355)
(582)
Receipts from sale of tangible and intangible assets
3
2
1
2
Interest received
6.23
101
8
101
1
Dividend receivables
6.23
0
108
0
108
Net cash flows from investment activities
(12.685)
(3.874)
(14.010)
(3.458)
Cash flows from financing activities
Proceeds from share capital increase
6.11.1
210
0
225
0
Receipts from issued/collected loans
6.15-
6.33
23.169
7.284
21.913
7.000
Payment of loans
6.33
(6.164)
(6.215)
(5.733)
(5.845)
Interest paid
6.23
(602)
(436)
(495)
(363)
Dividends payable
6.31
(1.591)
(1.011)
(1.591)
(1.011)
Payments for Lease Liabilities
(598)
(651)
(285)
(336)
Net Cash flows from financing activities
14.425
(1.031)
14.034
(555)
Net increase / (decrease) in cash and cash
equivalents
4.642
1.003
994
1.026
Cash and cash equivalents at the beginning of the
period
19.138
18.021
15.700
14.673
Effect from foreign exchange differences
(7)
114
0
0
Cash and cash equivalents at the end of the
period
23.772
19.138
16.694
15.700
The accompanying notes constitute an inseparable part of the financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
105
1
.
General Information on the Company and Group
The Group operates in the sector of producing flexible plastic packaging items mainly for the food industry but
also for other advanced special applications.
The Company “FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY”
(hereafter mentioned as “the Company” or “FLEXOPACK”) is specifically active in the production of flexible
plastic packaging materials that broadly appeal to many sectors, the most important of which is the food
packaging sector. The Company has developed advanced know-how in the production of multiple layer
packing films, holding the leading position in the Greek market as the competition comes from a limited
number of companies that are active abroad.
The Company was initially established as a General Partnership in 1979 in Koropi Attica. In 1998 it is
converted from a General Partnership to a Société Anonyme, its current form, under the corporate name
“FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY”, according to L.
1297/1972 and C.L. 2190/1920 (Gov. Gazette 11/5.1.1989, S.A. and L.T.D. issue). The company’s base
(constitutive and administrative) is located at the Municipality of Koropi Attica, at the location Tzima (Postal
Code 194 00, tel.: + 30 210 6680000) and is registered in the General Commercial Registry with GEMI
number 582101000.
The duration of the Company is indefinite.
The Company’s building facilities are located at the Tzima position in Koropi Attica, in two self-owned plots
with a total area of 29,432 sq. m. The total useful area of the building facilities amounts to 25,700 sq.m..
The Company within the year 2020 proceeded to the purchase of three land plots which are adjacent to its
existing facilities in Tzima Location of the Municipality of Kropia, with a total area of 14,160 sq.m., in order
to proceed in the future with the construction of an industrial building to expand its production facilities.
After the above purchases, the total area of land plots of the company amount to 43,592 sq.m..
From September 1995, the Company operates and is a holder of the ISO 9001 quality assurance certificate
for research, development, production, distribution and technical support of its products. The
aforementioned certificate has been granted to the Company from the company Βureau Veritas.
In April 2003 the Company was certified with the new hygiene standard, the British Retail Consortium (BRC).
This standard – with pan European recognition – introduces very high hygiene, products security and quality
demands.
In August 2022, the Company was certified with the ISO 50001:2018 energy management system. By this
manner, the Company aims at the adoption and implementation of the required procedures that will lead
to optimal energy utilization and performance.
The Company’s shares are listed and traded on the Athens Exchange from April 1996 (OASIS Code: ΦΛΕΞΟ).
Annual Financial Report that concerns the financial year 2022 (January 1st 2022 – December 31st 2022), has been
approved by the Board of Directors on the 11th of April 2023 and will be finally approval from the upcoming General
Shareholders Meeting of “FLEXOPACK PLASTICS S.A.”
2. Basis for the preparation of the financial statements
The consolidated and separate financial statements of FLEXOPACK PLASTICS SA of December 31
st
2022
covering the period from January 1st up to December 31
st
2022 have been prepared in accordance with the
International Financial Reporting Standards (IFRS), as such have been adopted by the European Union.
Also, the financial statements have been prepared based on a) the historic cost principle apart from the
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
106
Provision for personnel indemnities, derivative financial instruments and stock options where the valuation
was made at fair and b) the going concern principle.
The consolidated Financial statements of the Company include the Financial statements of the parent
Company FLEXOPACK PLASTICS SA, as well as those of its subsidiaries mentioned in the following section
3.1.1 Group Structure and methods of companies’ consolidation.
The Financial statements are expressed in thousand euro.
It is noted that any differences in summations of the accompanying financial statements and analysis are
due to rounding.
Wherever it was deemed appropriate, the comparative financial accounts and items have been reclassified
in order to be aligned with any changes made in the presentation of the items of the current year.
The accounting principles, based on which the accompanying financial statements have been prepared and
which the Group applies systematically, are consistent with those applied in the previous financial year.
2.1 Adoption of New and Revised International Standards
1. New Standards, Interpretations, Revisions and Amendments to existing Standards that are
effective and have been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), are adopted by the European Union, and their application
is mandatory from or after 01/01/2022.
•
Amendments to IFRS 3 “Business Combinations”, IAS 16 “Property, Plant and Equipment”, IAS 37
“Provisions, Contingent Liabilities and Contingent Assets” and “Annual Improvements 2018-2020”
(effective for annual periods starting on or after 01/01/2022)
In May 2020, the IASB issued a package of amendments which includes narrow-scope amendments to three
Standards as well as the Board’s Annual Improvements, which are changes that clarify the wording or correct
minor consequences, oversights or conflicts between requirements in the Standards. More specifically:
-
Amendments to IFRS 3 Business Combinations
update a reference in IFRS 3 to the Conceptual
Framework for Financial Reporting without changing the accounting requirements for business
combinations.
-
Amendments to IAS 16 Property, Plant and Equipment
prohibit a company from deducting from
the cost of property, plant and equipment amounts received from selling items produced while the
company is preparing the asset for its intended use. Instead, a company will recognize such sales
proceeds and related cost in profit or loss.
-
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets
specify
which costs a company includes when assessing whether a contract will be loss-making.
-
Annual Improvements 2018-2020
make minor amendments to IFRS 1 First-time Adoption of
International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the
Illustrative Examples accompanying IFRS 16 Leases.
The amendments do not affect the consolidated Financial Statements.
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
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
107
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), but their application has not started yet or they have not
been adopted by the European Union.
•
IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023)
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The
aim of the project was to provide a single principle-based standard to account for all types of insurance
contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would
enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets
out the requirements that an entity should apply in reporting information about insurance contracts it issues
and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not
affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are
designed to reduce costs by simplifying some requirements in the Standard, make financial performance
easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by
providing additional relief to reduce the effort required when applying the Standard for the first time. The
Group will examine the impact of the above on its Financial Statements, though it is not expected to have
any
.
The above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods starting on
or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures.
The objective of these amendments is to improve accounting policy disclosures so that they provide more
useful information to investors and other primary users of the financial statements. More specifically,
companies are required to disclose their material accounting policy information rather than their significant
accounting policies. The Group will examine the impact of the above on its Financial Statements, though it
is not expected to have any.
The above have been adopted by the European Union with effective date of
01/01/2023.
•
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors: Definition of
Accounting Estimates”
(effective for annual periods starting on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should
distinguish changes in accounting policies from changes in accounting estimates. That distinction is important
because changes in accounting estimates are applied prospectively only to future transactions and other
future events, but changes in accounting policies are generally also applied retrospectively to past
transactions and other past events. The Group will examine the impact of the above on its Financial
Statements, though it is not expected to have any. The above have been adopted by the European Union
with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from a
Single Transaction” (effective for annual periods starting on or after 01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for
deferred tax on transactions such as leases and decommissioning obligations – transactions for which
companies recognise both an asset and a liability. In specified circumstances, companies are exempt from
recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify
that the exemption does not apply and that companies are required to recognise deferred tax on such
transactions. The Group will examine the impact of the above on its Financial Statements, though it is not
expected to have any. The above have been adopted by the European Union with effective date of
01/01/2023.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
108
•
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 IFRS 9 “Financial Instruments” for the first time.
The amendment aims to improve the
usefulness of comparative information for the users of the financial statements. The Group will examine the
impact of the above on its Financial Statements, though it is not expected to have any
.
The above have been
adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” (effective for annual
periods starting on or after 01/01/2024)
In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of
liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement
for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting
period. The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the
end of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or
expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending
conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may
settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to
defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19
pandemic. However, in October 2022, the IASB issued an additional amendment that aim to improve the
information companies provide about long-term debt with covenants. IAS 1 requires a company to classify
debt as non-current only if the company can avoid settling the debt in the 12 months after the reporting
date. However, a company’s ability to do so is often subject to complying with covenants. The amendments
to IAS 1 specify that covenants to be complied with after the reporting date do not affect the classification
of debt as current or non-current at the reporting date. Instead, the amendments require a company to
disclose information about these covenants in the notes to the financial statements. The amendments are
effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted.
The Group will examine the impact of the above on its Financial Statements, though it is not expected to
have any.
The above have not been adopted by the European Union.
•
Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual periods
starting on or after 01/01/2024)
In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to
requirements explaining how a company accounts for a sale and leaseback after the date of the transaction.
A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back
for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and
leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to measure the
transaction when reporting after that date. The issued amendments add to the sale and leaseback
requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These
amendments will not change the accounting for leases other than those arising in a sale and leaseback
transaction. The Group will examine the impact of the above on its Financial Statements, though it is not
expected to have any. The above have not been adopted by the European Union.
2.2 Significant accounting judgments, estimations and assumptions
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
109
The preparation of financial statements according to IFRS requires management to make decisions, perform
estimations and use assumptions that affect the amounts presented in the financial statements, the assets,
liabilities, as well as the disclosure of contingent assets and liabilities during the preparation date of the
financial statements and the published income and expenses amounts for the reporting period. The actual
results may differ from such estimations.
Estimations and judgments by the Management are continuously evaluated and are based on empirical data
and other factors, such as expectations for future events considered probable under specific conditions.
Specific amounts which are included or affect the financial statements, and the relevant disclosures, must
be estimated. During the estimations, assumptions must be created as regards to the values or conditions
that cannot be known with certainty during the preparation period of the financial statements. An important
accounting estimation is considered as one that is important for the depiction of the company’s financial
position and results and demands the most difficult, subjective or complicated judgments by management,
often as a result of the need to create estimations regarding the effect of assumptions which are uncertain.
The Group evaluates such estimations on a constant basis, based on the results of the past and based on
experience, meetings with specialists, trends and other methods that are considered appropriate under the
specific circumstances.
The significant accounting judgments, estimations and assumptions that refer to data, the evolution of which
could affect the financial statements’ accounts, are the following.
Estimated impairment of the value of investments in subsidiaries and associates
The Group, with the exception of goodwill which is being tested for impairment on annual basis, performs
the relevant impairment audit of its investments’ value when events or conditions increase the probability
of such impairment. The recovered amounts of the cash flow generating units have been estimated
according to the calculations of the value in use. For the calculation of the value in use, the estimated
future cash flows are discounted into present value with the use of a discount factor.
The determination of the future flows is performed after in-depth analysis and estimates by the
management with regard to the level of future profitability as well as the assessment of the existing
conditions in the market. The basic assumptions which are being utilized are related to the following factors:
Discount rate, levels of sales in the next 5-year period, gross profit margin and growth rate after the 5-
year period.
The above calculations require the use of estimates.
Useful life of tangible fixed assets
Fixed assets are being depreciated along their estimated economic life.
The Management makes certain estimations regarding the useful life of depreciated fixed assets.
Provisions for impairment of trade receivables
The Group makes provisions for doubtful receivables in relation to certain customers when there is evidence
or when there are certain elements which indicate that the cash collection with regard to a particular claim
is not likely to occur. The Management of the Group proceeds with a periodical reassessment of the adequacy
of the provision regarding the doubtful receivables in relation to its credit policy and according to the data
of the Group’s Legal Department. These data derive from the processing of historical information and from
recent developments concerning cases under examination.
Estimates of expected credit losses on trade receivables
The provision is based on a table that calculates the expected credit losses throughout the lifetime of the
Group's receivables. This table is based on past evidence but it is adjusted to reflect expectations for th
e
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future financial conditions of customers as well as of the economic environment. At each balance sheet
date, the historical rates are updated and estimates of future financial conditions are reviewed and
analyzed.
The correlation between historical data, future financial conditions and expected credit losses involves the
performance of significant estimates. The amount of expected credit losses depends to a large extent on
changes in conditions and forecasts of the future economic environment. In addition, past evidence as well
as forecasts made for the future economic conditions may not lead to conclusions indicative of the actual
amount of customer defaults in the future.
Income taxes of tax un-audited financial years
The provision for income tax requires judgment and is calculated by estimating the taxes that will be paid to
the tax authorities.
There are many transactions and calculations which render the final determination of the tax uncertain. The
Company recognizes liabilities from expected tax audits, based on estimates of whether or not additional taxes
will be imposed. If the final outcome of the audit is different from the initially recognized, then the difference
will affect the income tax of the period.
Recovery of deferred tax receivables
A deferred tax receivable is recognized for unutilized tax losses to the extent that there will be sufficient
taxable earnings in future in order to be offset with these tax losses. For the determination of the amount
of the deferred tax receivable which may be recognized there is the requirement of judgments and
estimations that must be made by the Group’s Management. These are based on the future taxable earnings
in combination with the tax policies that will be followed in the future.
Obsolescence of inventories
Appropriate provisions are being performed for obsolete and useless inventories whenever it is deemed
appropriate and necessary. The reductions of the inventory value at the net liquidation value and the other
losses from the inventories are recorded in the statement of results during the period when they appear.
3. Basic accounting principles
The accounting principles on the basis of which the attached Financial Statements have been prepared and
which are systematically applied by the Group are listed below.
3.1 Consolidation
Subsidiaries
All companies that are managed or controlled, directly or indirectly, by another company (parent) either
through the holding of majority voting rights in the undertaking or, in the case where there is no majority
shareholding, through agreement of the Company with the other shareholders in the undertaking. That is to
say that subsidiaries are companies in which control is exercised by the parent. Subsidiaries are consolidated
completely (full consolidation) with the purchase method from the date that control over them is acquired and
cease to be consolidated from the date that this control no longer exists.
The acquisition cost of a subsidiary is the fair value of the assets given as consideration, the shares issued
and the liabilities undertaken on the date of the acquisition plus any costs directly associated with the
transaction. The acquisition cost over and above the fair value of the individual assets acquired is booked as
goodwill. If the total cost of the acquisition is lower than the fair value of the individual assets acquired, the
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difference is immediately booked directly in the results.
Inter-company transactions, balances and unrealized profits from transactions between Group companies are
written-off. Unrealized losses are also eliminated except if the transaction provides indication of impairment
of the transferred asset.
The participations in subsidiaries, are measured at acquisition cost minus any impairment losses in the
Company’s financial statements.
The accounting principles of subsidiaries have been adjusted when deemed necessary in order to ensure
consistency with the accounting principles adopted by the Group. The preparation date of the financial
statements of subsidiaries coincides with that of the parent Company.
Non-controlling interests represents the percentage of profit or loss and equity that don’t correspond to the
Group and are presented separately in the consolidated income statements as well as in a separate line in
equity in the consolidated statement of Financial Position.
Associate companies
Associates are companies on which the Group can exercise significant influence but not control. The
assumptions used by the group imply that a holding of between 20% and 50% of a company’s voting rights
suggests significant influence on the company. In the Financial statements of the Company, investments in
associates are measured at acquisition cost minus impairment losses, while in the consolidated financial
statements associates are consolidated with the equity method.
The Group’s share in the profit or losses of associate companies after the acquisition is recognized in the
results, while the share of changes in reserves after the acquisition is recognized in reserves. When the Group’s
share in the losses of an associate is equal or larger than its participation in the associate, including any other
doubtful debts, the Group does not recognize any further losses, except if it has covered liabilities or made
payments on behalf of the associate company.
Unrealized profits from transactions between the Group and its associates are eliminated according to the
percentage of the Group’s holding in the associates. The accounting principles of the associates have been
amended so as to conform to those adopted by the Group.
3.1.1 Structure and consolidation method of companies
The Group’s companies with the respective addresses, and percentages by which the Group participates in
their share capital, as well as the respective consolidation method in the consolidated financial statements,
are presented below.
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Name
Domicile
Activity
%
Participation
31/12/2022
%
Participation
31/12/2021
Type of
Participation
Relationship
that dictated
the
consolidation
Year of
Acquisition
-
Establishm
ent
Subsidiary Companies via Full Consolidation Method
FLEXOPACK AEBE
Koropi - Attica
Production - Flexible
plastic packaging
Parent
Parent
FLEXOPACK POLSKA Sp. Zo.o
Malbork
Poland
Production - Flexible
plastic packaging
100
100
Direct
The
participation
percentage
2007
FLEXOSYSTEMS LTD
Belgrade
Serbia
Trading - Flexible
plastic packaging
100
100
Direct
The
participation
percentage
2010
FLEXOPACK INTERNATIONAL
LIMITED
Larnaca
Cyprus
Holding company
100
100
Direct
The
participation
percentage
2014
FLEXOPACK PTY LTD
Brisbane
Australia
Trading -
Manufacturing
Flexible plastic
packaging
100
100
Indirect
The
participation
percentage
2014
FLEXOPACK
ΝΖ
LIMITED
Auckland New
Zealand
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2016
FLEXOPACK TRADE AND
SERVICES UK LIMITED
Norwich
England
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2014
FLEXOPACK PROPERTIES PTY
LTD
Brisbane
Australia
Property portfolio
100
100
Indirect
The
participation
percentage
2017
FLEXOPACK FRANCE LIMITED
Lyon
France
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2018
FLEXOPACK USA, Inc
Delaware-USA
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2020
FLEXOPACK IRELAND LIMITED
Dublin-Ireland
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2021
FLEXOPACK DENMARK ApS
Copenhagen-
Denmark
Trading - Flexible
plastic packaging
100
100
Indirect
The
participation
percentage
2021
The subsidiary company «FLEXOPACK
ΝΖ
LIMITED», is fully controlled by «FLEXOPACK PTY LTD».
FLEXOPACK IRELAND and FLEXOPACK DENMARK were inactive during 2022.
Associate Companies via Equity Consolidation Method
VLACHOU BROS SA
Koropi - Attica
Production - Flexible
plastic packaging
47.71
47.71
Direct
2001
ΙΝΟ
VA PLASTICS SA
Thiva
Production - Rigid
plastic packaging
50.00
50.00
Direct
2001
Subsidiaries "FLEXOPACK PTY LTD", "FLEXOPACK PROPERTIES PTY LTD", "FLEXOPACK TRADE AND SERVICES UK LIMITED", "FLEXOPACK
FRANCE", "FLEXOPACK USA Inc", "FLEXOPACK IRELAND LIMITED" and "FLEXOPAC DENMARK ApS" are fully controlled from the Cypriot
subsidiary «FLEXOPACK INTERNATIONAL LIMITED» which is fully owned (100%) by the parent company "FLEXOPACK PLASTICS SA".
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3.2 Operation and presentation currency and foreign currency translation
Euro is the Group’s and Company’s presentation and operation currency. Foreign exchange transactions are
translated to euro based on the exchange rates in effect at the transaction dates. At the date when the
financial statements are prepared, receivables and liabilities in foreign currency are translated in order to
reflect the foreign exchange rates at the balance sheet date.
Profit and losses deriving from transactions in foreign currencies as well as from the valuation of foreign
currency units at the end of the year are included in the income statement, with the exclusion of transactions
that fulfill the conditions of cash flow hedging, which are depicted in the statement of comprehensive income.
The operating currency of the foreign subsidiaries is also the official currency of the country which each
company operates in. For foreign subsidiaries which do not operate in the euro area, the conversion of their
financial statements will be as follows.
Assets and liabilities are translated with the exchange rates in effect during the date of the statement of
Financial Position.
Equity is translated with the exchange rates in effect during the dates when such resulted.
Income and expenses are translated with the average exchange rate during the period. The resulting foreign
exchange differences from the above translation are registered in the statement of comprehensive income
until the sale, write-off of a subsidiary, when such are transferred to the results for the year.
3.3 Tangible fixed assets
Tangible fixed assets are reported in the financial statements at acquisition cost, less accumulated
depreciations and any accumulated impairment losses. The acquisition cost includes all the directly
attributable expenses for the acquisition of the assets.
Subsequent expenditure is added to the carrying value of the assets or is booked as a separate asset only if
it is probable that future economic benefits will flow to the Group and their cost can be accurately measured.
The cost of repairs and maintenance is booked in the results when such are realized.
Tangible assets under construction include fixed assets under construction and are presented at cost.
Tangible assets under construction are not depreciated until the asset is completed and ready for its intended
productive operation.
Land is not depreciated. Depreciation of other tangible fixed assets is calculated using the straight line
method over their useful lives, as follows:
•
Buildings: 25 years
•
Mechanical equipment: 8-15 years
•
Vehicles: 5-10 years
•
Other equipment: 3-10 years
Upon sale of tangible fixed assets, any difference between the proceeds and the carrying value are booked
as profit or loss in the results.
3.4 Goodwill
Goodwill is the difference between acquisition cost and the net assets that were acquired during the
acquisition date of the subsidiary company. The resulting acquisition expenses are accounted for in expenses.
The Company during the acquisition date recognizes the goodwill that resulted from the acquisition,
presenting such as an asset at cost. Following initial recognition, goodwill is valued at acquisition cost less
the cumulative losses due to impairment. Goodwill is not amortized however it is reviewed annually for any
impairment, or even more frequently if there are events that indicate loss. Impairment losses related to
goodwill cannot be reversed in subsequent periods.
In the case where the fair value of equity during the acquisition date of a company is larger than the price
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paid for its acquisition then a negative goodwill (income) is recorded directly as income in the income
statement.
3.5 Intangible assets
Intangible assets are presented in the financial statements at acquisition cost minus accumulated
amortization and any accumulated impairment losses.
Amortization is calculated with the straight line method through the duration of their useful economic life.
Intangible assets comprise know-how rights, patents, cost for the development of new products and software
licenses.
a) Know-how rights concern the purchase of a patent right and of all the applications of the patent of the
patent right group based on the “multiple layer heat-shrinkable packing film”, with all the rights and
obligations stemming thereof. The initial recognition of the intangible asset has been done at cost
(contractual consideration for purchase) which is reduced on an annual basis through amortization. The
useful life of the intangible asset has been estimated by the Management at 20 years. It is noted that this
right may become the object of a trade in the future.
b) Cost for the development of patents related to various products such as multiple-layer packing film, which
are exported to various countries and amortized based on their useful life as this is estimated by Management
at 20 years. The initial recognition is made at acquisition cost which is reduced annually through amortization.
c) Expenses related directly to research, which includes the cost of raw materials used. The cost of in-house
research of products is recognized as an intangible asset. Until the completion of the research, assets are
subject to impairment reviews. Amortization begins with the completion of the asset and is calculated based
on the straight line method. The useful life of the above intangibles is estimated by Management at 10 years.
The expenses related to research activities are recognized as expenses during the period. Expenses realized
during the research phase of a new product are recognized as intangible assets if the following are met:
• the technical viability of the under development product for internal use or sale may be proven.
• the intangible asset will create potential future benefits from the internal use or sale.
• there are adequate and available technical, economic and other resources for the completion of its
development and
• the value of intangible asset may be reliably estimated.
d) Software: Software licenses are valued at acquisition cost less amortization. Amortization is effected using
the straight line method throughout the useful life of these assets which ranges from 1 to 10 years.
3.6 Impairment of Assets
The Group examines at each date of the annual financial statements whether and to what extent there are
indications that the value of an asset may be impaired. Apart from goodwill and intangible assets with an
indefinite economic life, which are reviewed for impairment annually, the carrying values of other assets
are subject to an impairment review when events or changing conditions imply that their carrying value
may not be recoverable. The impairment loss of an asset is recorded as an expense in the income statement
when the net book value of the asset is higher than its recoverable value. The recoverable value is defined
as the highest between the fair value less the cost of sale and the value in use of the asset. Fair value less
the cost of sale is the amount that can be received from the sale of an asset in the context of a bilateral
agreement where both parties have full knowledge and proceed on their own will, after the deduction of
any additional direct cost for the sale of the asset. Value in use is the present value of the estimated future
cash flows expected to be generated as result of the asset’s constant use and sale at the end of its useful
life. For the purposes of determining the impairment, assets are grouped at the lowest possible level for
which separate cash flows can be determined.
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3.7 Trade receivables and other receivables
The trade and other receivables are initially recognized at fair value and in a later stage are valued at their
net cost, after the deduction of any impairment losses. The impairment losses are recognized whenever
there is objective evidence that the Group is not in position to collect the entire amounts which are due
according to the contractual terms. The amount of impairment is the difference between the book value of
the receivables and the present value of the estimated future cash flows.
Regarding the provision for expected credit losses, the Group applies the simplified approach of IFRS 9 by
measuring the loss provision at an amount equal to the expected lifetime credit losses for all trade
receivables and other receivables from customer contracts.
The amount of the provision is recorded as an expense in the statement of results.
3.8 Inventories
Inventories include raw and auxiliary materials, packaging items, consumables, spare parts, finished and
semi-finished products and merchandise.
The cost of inventories includes all the purchasing and manufacturing expenses as well as the expenses that
were realized in order to render the inventory at its current position and condition. The cost of inventories
does not include financial expenses.
At the balance sheet date, inventories are valued at the lower of acquisition cost and net realizable value.
Net realizable value is the estimated sales price during the normal course of business of the company less
any relevant sales expenses.
The cost of inventories is defined by the weighted average method.
With regard to obsolete and scrap inventory, relevant provisions are formed and the corresponding losses
are recorded in the statement of income during the period they arise.
3.9 Cash & cash equivalents
Cash and cash equivalents include cash in the bank and in hand as well as short term time deposits. Cash &
cash equivalents have negligible market risk.
3.10 Suppliers and related liabilities
The trade liabilities are initially recognized at fair value and in later stage are being valued according to the
net cost method via the utilization of the effective interest rate.
3.11 Financial Assets and Financial Liabilities
Initial recognition and subsequent measurement of financial assets
As of 1 January 2019, in accordance with IFRS 9, the following two items are used as the basis for the
classification of financial assets.
(a) the concept of an entity's business model for the management of financial assets as determined by key
management personnel (in accordance with the definitions in IAS 24); and
(b) the characteristics of the contractual cash flows of the financial asset.
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Each financial asset is classified into one of three categories:
(a) at amortized cost, when it is withheld for the purpose of collecting conventional cash flows on specific
dates consisting of the repayment of capital and interest.
(b) at fair value through other comprehensive income, when it is withheld for the purpose of collecting
conventional cash flows or for the purpose of selling it.
(c) at fair value through profit or loss, provided that it does not fall into any of the above two categories.
Financial assets recognized at amortized cost are subsequently measured using the effective interest method
and are tested for impairment. Profits and losses are recognized in profit or loss when the asset ceases to
be recognized, modified or impaired.
Financial assets of the Group and the Company that are valued at amortized cost include customer
receivables and other receivables.
The Group and the Company as at 31/12/2021 did not hold financial assets measured at fair value through
other comprehensive income measured at fair value through profit or loss.
Impairment of financial assets
The Group and the Company assess, at each reporting date, whether the value of a financial asset or a
group of financial assets has been impaired as follows:
A provision for impairment against expected credit losses for all financial assets that are not measured at
fair value through profit or loss is recognized.
Expected credit losses are based on the difference between all contractual cash flows payable under the
contract and all cash flows that the Group or the Company expects to receive, discounted at the approximate
original effective interest rate.
For corporate receivables and other receivables, the Group and the Company apply the simplified approach
for calculating the expected credit losses, i.e. at each reporting date, measure the provision for a financial
instrument for an amount equal to the expected credit loss, throughout their life without monitoring the
changes in credit risk.
Derecognition of financial assets
A financial asset (or part of a financial asset or part of a group of similar financial assets) is derecognized
when:
- the rights to the inflow of cash resources have expired
-The Group or the Company retains the right to receive cash flows from that asset but has also undertaken
to pay them to third parties in full without undue delay in the form of a transfer agreement;
-The Group or the Company has transferred the right to receive cash flows from that asset while either (a)
it has transferred substantially all the risks and rewards thereof or (b) has not transferred substantially all
the risks and rewards , but has passed the control of that item.
Initial recognition and subsequent measurement of financial liabilities
Financial liabilities may be classified into two categories:
(a) Financial liabilities measured at fair value through profit or loss, and
(b) Financial liabilities measured at amortized cost.
They are initially measured at their fair value less the cost of trade, in the case of loans and payables.
Financial liabilities of the Group and the Company consist of bank loans, liabilities to suppliers and related
liabilities and subsequently from initial recognition are measured at amortized cost using the effective
interest method.
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Derecognition of financial liabilities
A financial liability is derecognized when the commitment resulting from the obligation is canceled or expires.
When an existing Financial Liability is replaced by another by the same Lender but under substantially
different terms or the terms of an existing liability are substantially amended, such exchange or amendment
is treated as a derecognition of the original liability and recognition of a new liability. The difference in the
respective book values is recognized in the income statement.
Offsetting of financial receivables and liabilities
Financial assets and liabilities are offset and the net amount is reflected in the statement of Financial Position
only when the Group or the Company legally holds that right and intends to offset them on a net basis with
each other or to claim the asset and settle the obligation at the same time. The statutory right should not
depend on future events and should be capable of being executed in the normal course of business and in
the event of default, insolvency or bankruptcy of the company or the counterparty.
3.12
Financial Derivatives
The financial derivatives are initially recorded at fair value during the transaction date and subsequently are
valued at fair value. Changes in fair value are recorded in the results unless hedge accounting is applied.
The fair value of financial derivatives is defined by the price of such in an active market, or by using valuation
techniques in cases where there is no active market for such instruments.
Derivatives are classified as financial assets when their fair value is positive and as financial liabilities when
their fair value is negative.
The gains or losses resulting from changes in the fair value of derivatives are accounted for directly in the
statement of results, except for the effective part of the cash flow hedging, which is recognized in the
statement of other comprehensive income and then it is transferred to the results of the year when the
prospective transaction is finally recognized in the statement of results.
For the purposes of hedge accounting, the hedging actions are classified as follows:
• Hedging of fair value, when the risk is adjusted to changes in the fair value of an asset or liability or an
unrecognized corporate commitment.
• Cash flow hedging when the risk of cash flow variability is adjusted in relation to a recognized asset or
liability, or in relation to an extremely probable transaction.
• Hedging for net investment in foreign subsidiaries.
During the initial recognition of the transaction, the Group shall record in detail the relationship between the
hedging and the hedged item, as well as the purpose and the risk management strategy that is served
through the agreement of the hedging.
The documentation includes the determination of the hedging and the hedged item or transaction, the
nature of the risk that is being hedged and the way in which the company will evaluate the effectiveness of
the changes at fair value of the hedging instrument for the offset of the risk due to changes in the fair value
of the hedged item, meaning the cash flows relating to the hedged risk.
These compensations are expected to be extremely effective in achieving offsetting changes in fair value or
cash flows and are constantly being assessed to determine their effectiveness throughout the years for
which they have been set. The fair value of a derivative as a hedging instrument is recorded either as a non-
current asset or as a long-term liability, when the remainder of the period until maturity is greater than 12
months, or as an asset or short-term liability if the remainder of the period until maturity is less than 12
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months.
3.13 Share capital
The share capital depicts the nominal value of the common shares issued and outstanding. The price paid
above nominal value per share is recorded in the account “Share Premium” in Equity. Direct expenses paid
for the issuance of new shares or rights are recorded in equity as a deduction from the amounts of the
issue.
3.14 Loans
Loans are initially recognized at cost, namely at the fair value of the amount received, less any possible direct
costs for the realization of the transaction. Subsequently, loans are valued at net book cost based on the
effective interest rate method. The borrowing cost is recognized in the results of the period when such is
realized.
Borrowing cost that is directly linked to the purchase or construction of an asset, which requires a significant
period in order to render such ready for use, is capitalized as part of the asset’s acquisition cost. From the
beginning of the fixed asset’s production operation and after, the loan’s interest are charged in the results.
Loan liabilities are classified as short-term except for the cases where the Group has the right to postpone
the payment of the liability for at least 12 months after the date of the annual financial statements.
3.15 Income tax (Current and deferred)
The period’s charge for income tax consists of the current tax and the deferred taxes, i.e. the tax charges
or tax credits that are associated with economic benefits accruing in the period but which have been or will
be assessed by the tax authorities in different periods.
The income expense stands for the sum of the currently payable tax and the deferred tax, plus any
additional tax from previous years’ tax audit.
The tax burden of the current year is based on the year’s taxable profit. The taxable profit differs from the
net accounting profit appearing in the results since it excludes income or expenses which are taxed or
which are tax deductible in other years and since also it excludes items which are never being taxed or
being tax deductible. The tax is calculated according to the effective tax rates or those which have been
enforced at the date of the Statement of the Financial Position.
Deferred income tax is determined according to the liability method which results from the temporary
differences between the book value and the tax base of assets and liabilities.
Deferred tax assets and liabilities are valued based on the tax rates that are expected to be in effect during
the period in which the asset or liability will be settled, taking into consideration the tax rates (and tax
laws) that have been put into effect or are essentially in effect up during the date of the annual financial
statements.
Deferred tax assets are recognized to the extent that there will be a future tax profit to be set against the
temporary difference that creates the deferred tax asset.
The Group proceeds with offsetting entries between tax receivables and tax liabilities whenever there is a
legally applicable right for such action as well as whenever the deferred tax receivables and tax liabilities
concern taxable income imposed by the same tax authority.
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3.16 Employee benefits
Short-term benefits
Short-term employee benefits (except post-employment benefits) monetary 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.
Post-employment Benefits
According to Law 2112/20, the Company pays to employees a compensation as a lump sum due to retirement
or dismissal. The level of the paid indemnity depends on the years of service, the level of remuneration and
whether it is due to retirement or dismissal.
In Greece, the indemnity payable in the case of retirement equals with 40% of the indemnity that would be
payable in case of dismissal.
The relevant liability for employee indemnities recorded in the annual financial statements is the present
value of the commitment for the defined benefit less the changes deriving from the non-recognized actuarial
profit and loss and the service cost. The commitment for the defined benefit is calculated by an independent
actuarial officer with the use of the projected unit credit method. The liability is defined by taking into
consideration several parameters such as age, service years, salary and specific obligations for paid benefits.
The provisions corresponding to the current financial year are recorded in the statement of comprehensive
income.
3.17 Government Grants
The Group recognizes the government grants that cumulatively satisfy the following criteria: (a) There is
reasonable certainty that the company has complied or will comply with the conditions of the grant and (b)
it is certain that the amount of the grant will be received. They are booked at fair value and are systematically
recognized as revenue according to the principle of matching the grants with the corresponding costs that
they are subsidizing.
Grants that relate to assets are included in long-term liabilities as deferred income and are recognized
systematically and rationally as revenue over the useful life of the fixed asset.
Amortization of grants is presented in “Other operating income” in the Income Statement.
3.18 Provisions for contingent claims-liabilities
Provisions constitute liabilities of uncertain time frame or amount.
Provisions are recognized when the Group has present obligations (legal or constructive) as a result of past
events, their settlement through an outflow of resources is probable and the exact amount of the obligation
can be reliably estimated. Provisions are reviewed at the end of each reporting period so that they may
reflect the present value of the outflow that is expected to be required for the settlement of the obligation.
The provisions may differ from the possible liabilities which unlike the forecasts are not certain to be verified
in the future nor can their amount be reliably measured.
Contingent liabilities are not recognized in the financial statements but are disclosed, except if the
probability that there will be an outflow of resources is very small.
3.19 Recognition of income
Income includes the fair value of goods and services sold, net of Value Added Tax, discounts and returns.
Inter-company income within the Group is eliminated completely.
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The new IFRS 15 establishes a five-step model to measure revenue arising from contracts with customers
as follows:
1. Determination of the contract (s) with the customer.
2. Determination of implementation obligations.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations of the contract.
5. Recognition of income when the Company fulfills an obligation to execute.
In accordance with IFRS 15, revenue is recognized when the customer acquires control of the goods or
services by specifying the time that the control is transferred either at a given point in time or over time
(usually in the provision of services).
The Group will recognize revenue in a way that reflects the transfer of the goods or services to customers
to the amount it expects to be entitled to in exchange for those goods or services.
Revenue from the service is recognized at the level of the completion of the services provided at the date
of the balance sheet of the total number of the services rendered and the demand is reliably secured.
Interest income is recognized on a time proportion basis using the effective interest rate.
3.20 Leases
The Group recognizes right-of-use assets and lease liabilities for operating leases relating to the lease of
means of transport, mainly passenger cars and buildings at the beginning of the lease. The assets with the
right of use are registered separately in the statement of Financial Position on the line "Right-of-use fixed
assets".
The right of use is initially valued at the cost, which includes the amount of the initial recognition of the
lease liability, any lease payments made at the beginning or before the start of the lease minus any lease
incentives received, any initial direct costs and the estimation of the liability for any costs of restoring the
right to use an asset.
After the initial recognition, the right of use is valued at the cost of acquisition reduced by any cumulative
depreciation and impairment losses and adjusted in the event of a reassessment of the lease liability.
The right of use is amortized by the method of straight line amortization method until the end of the lease
period, unless the contract provides for the transfer of ownership of the underlying asset to the Company
at the end of the lease period. In this case, the right of use is amortized during the economic life of the
underlying asset. In addition, the right of use is checked for impairment damages, if any, and is adjusted
in cases where there is an adjustment of the lease liability.
The lease liability at initial recognition consists of the present value of future residual rent payments. The
Company uses the implied lease rate to discount future leases and, where this cannot be determined, uses
the lender's differential lending rate.
The differential lending interest rate of the lessee is the interest rate at which the lessee would be charged
if he borrowed the necessary funds to purchase an asset of similar value to the asset with the right to use,
for a similar period of time, with similar financial security and in a similar economic environment.
Lease payments incorporated in the valuation of lease liability include the following:
- fixed payments,
- variable payments depending on an indicator or an interest rate,
- amounts expected to be paid on the basis of residual value guarantees,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
121
- the price of the exercise of the purchase right that the Company considers that it will also exercise as well
as penalties for termination of the lease, if the determination of the duration of the lease has taken into
account the exercise of the right of termination or denouncement by the Company.
After the start date of the lease period, the lease liability decreases with the payment of the lease, increases
with the financial and economic expense and is measured constantly for any reassessments or modifications
of the lease.
A revaluation is made when there is a change in future lease payments that may result from a change in
an index or if there is a change in the Company's estimate of the amount expected to be paid for a residual
value guarantee, a change in the lease and a change in the estimate of the right to purchase the underlying
asset, if any. When the lease liability is adjusted, a corresponding adjustment is made to the book value of
the right-of-use or is recorded in the results when the book value of the right-of-use is reduced to zero.
According to the accounting policy selected by the Group, the right to use is recognized in a distinct line in
the Balance Sheet entitled "Right-of-use fixed assets" and the liability to lease is recognized in the "Lease
liabilities" in the categories of Long-Term and Short-Term Liabilities respectively.
The Group has selected to use the exception provided by IFRS 16 and not to recognize the right to use
and the lease liability for leases not exceeding 12 months or for leases in which the underlying asset is of
low value (less than 5,000 Euros when it is new).
3.21 Dividend distribution
The distribution of dividends to shareholders of the parent Company is recognized as a liability in the financial
statements at the date on which the distribution is authorized by the Annual General Shareholders Meeting.
3.22 Earnings per Share
Basic earnings per share are calculated by dividing the year’s net earnings corresponding to the common
shareholders with the weighted average number of shares outstanding during the same year.
Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of common
shares outstanding, with the effects of all potential securities convertible into ordinary shares. Stock options
(Note 6.35) are the only category of potential securities convertible into common shares of the Company.
For the purposes of calculating diluted earnings per share, the exercise of stock options is taken for granted.
The existing weighted number of shares outstanding is added to the difference between the number of
common shares deemed to have been issued in the exercise of the stock options and the number of common
shares that would have been issued at fair value.
The number of common shares that would have been issued at fair value is calculated by dividing the
hypothetical receipts from the stock options by the average market price of the common shares during the
reporting period.
4. Segment reporting
The Group is active in the production of flexible plastic (films) packaging materials mainly aimed at the food
industry.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
122
Given that the conditions for application of I.F.R.S. 8 “Operating Segments” are not met, and specifically the
condition (b) and (c) of paragraph 5 of the Standard are not met, the Group’s activities are presented as one
segment.
The above conditions define that an operating segment constitutes part of the company: a) for which
operating results are reviewed regularly by the “Chief Operating Decision Maker”, which corresponds to the
parent company’s Board of Directors for the Group, in order to make decisions regarding the allocation of
resources and to assess its effectiveness and b) for which separate Financial information is available.
The geographical allocation of the Group’s sales and assets is presented in the following table.
5. Risk Management
Given its exporting activities and particularly its high extrovert strategy, the Group operates within an
intense competitive international environment. The Group’s general activities create several financial and
other risks, including exchange rate risk, interest rate risk, credit and liquidity risk. The basic risk
management policies that the Group applies during the performance of its business activity are determined
by its Management. The overall risk management plan of the Group focuses on the fluctuations of the
financial markets and aims to mitigate and also minimize the potential adverse effects of these fluctuations
on the financial performance and results of the Group as a whole.
The Group’s financial assets and financial liabilities mainly consist of cash & cash equivalents, trade
receivables, loans and other receivables, bank loans, lease liabilities as well as liabilities towards suppliers
and related liabilities.
The Board of Directors is responsible for the effective monitoring of the exposure to business risks and in
this context it acts with the aim of maintaining stability while at the same time facilitating continuation of
operations and the development of the Company.
The Management is responsible for the implementation of the Business Risk Management System in the
daily life of the Company and the Group in general.
GROUP
1/1-31/12/2022
GREECE
EUROPE
OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers
16,284
62,110
72,618
0
151,012
Total Assets
160,024
47,413
36,287
(67,705)
176,019
Purchases of Fixed Assets
7,015
5,467
1,007
0
13,489
1/1-31/12/2021
GREECE
EUROPE
OTHER
COUNTRIES
Intra-Group
Write-offs
TOTAL
Income from external customers
14,927
43,252
56,002
0
114,181
Total Assets
131,902
34,587
22,356
(45,673)
143,172
Purchases of Fixed Assets
2,980
98
108
0
3,187
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
123
In particular, the Management is responsible for the systematic identification and evaluation of risks that
affect business activities and in addition, oversees the formulation and timely implementation of risk
management plans. It regularly evaluates the effectiveness and the need to adjust risk management plans
to achieve optimal management.
Ι. The usual finan
cial risks to which the Group is exposed are as follows:
Α.
Exchange rate risk
The Group operates on a global level and realizes transactions in foreign currency, mainly:
a) in U.S. dollar (U.S.D.), b) in Polish zloty (PLN), c) in Australian dollar (AUD) and in British Pound (GBP).
The Group’s exposure to foreign exchange risk mainly emerges from existing or expected cash flows in
foreign currency (exports-imports), as well as from investments in foreign countries under a different
currency (other than Euro) whose equity is exposed to exchange rate risk during the translation of their
financial statements for consolidation purposes.
The Group's foreign currency sales invoiced during the fiscal year 2022 represented 49.91% of total sales,
of which 17.83% concerned sales in US Dollar (USD), 4.03% sales in Polish Zloty (PLN), 18.85% sales in
Australian Dollar (AUD), 8.25% sales in British Pound (GBP) and the remaining 0.95% concerned sales in
other foreign currencies.
The Group's foreign currency sales invoiced during the fiscal year 2021 represented 47.74% of total sales,
of which 13.80% concerned sales in US Dollar (USD), 5.82% sales in Polish Zloty (PLN), 19.32% sales in
Australian Dollar (AUD), 7.57% sales in British Pound (GBP) and the remaining 1.23% concerned sales in
other foreign currencies.
The foreign exchange risk that emanates from transactions in foreign currency according to the above is
hedged with the use of placements in foreign currency and foreign exchange futures, depending on the
needs each time.
The Group monitors on constant basis the movements of the above exchange rates and the particular risk,
as consequence of the broader uncertainty that exists in the global environment, exists and may
significantly affect the results of the Group during the current year 2023.
The following table presents the exposure of the Group to exchange rate risk on 31/12/2022 and more
specifically the effect on the earnings before taxes and the equity of the Group in case of a 5% change in
the exchange rates compared to the exchange rate of 31/12/2022, keeping all other variables constant.
More specifically, the presented changes concern the exchange rates EUR/USD, EUR/PLN, EUR/AUD and
EUR/GBP.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
124
Β
.
Cash flow risk due to changes in interest rates
The Group's bank debt is denominated mainly in Euros and is linked to Euribor rate plus spread. Euribor
rates starting from the second half of the financial year 2022 have been moving upwards and therefore the
Group's operating income and cash flows are negatively affected by this trend in interest rates.
The table below shows the effect on the Group's pre-tax profits and equity on potential interest rate changes
in relation to the weighted average interest rate for the year 2022, based on the Group's total borrowings at
31/12/2022.
Sensitivity Analysis of Group’s Loans against changes in interest rates
C.
Credit risk
Sensitivity Analysis for Foreign Exchange Changes
GROUP
Foreign
Currency
Increase /
(decrease) of
foreign currency
against €
Effect on
earnings
before taxes
Effect on
equity
Amounts for 2022
USD
5.00%
395
445
-5.00%
-395
-445
PLN
5.00%
216
1063
-5.00%
-216
-1063
AUD
5.00%
763
863
-5.00%
-763
-863
GBP
5.00%
237
249
-5.00%
-237
-249
Amounts for 2021
USD
5.00%
350
322
-5.00%
-350
-322
PLN
5.00%
433
717
-5.00%
-433
-717
AUD
5.00%
580
639
-5.00%
-580
-639
GBP
5.00%
145
158
-5.00%
-145
-158
Interest and expenses on received bank loans
GROUP
Interest rate
change
Effect on earnings
before taxes
Effect on equity
Amounts for 2022
1%
-331
-258
-1%
331
258
Amounts for 2021
1%
-161
-125
-1%
161
125
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
125
Credit risk is the possibility that a counterparty will cause financial loss to the Group and the Company due
to the breach of its contractual obligations.
The maximum credit risk to which the Group and the Company are exposed, at the date of preparation of
the financial statements, is the book value of their financial assets.
The Group does not face significant credit risk until today. Trade receivables stem from a wide client base,
both from Greece and mainly from abroad. The Group’s turnover mainly consists of transactions with reliable
and creditworthy firms and companies in general, with most of which it sustains a long-term collaboration and
relation of mutual trust in the majority of cases.
It should be noted that the Group has established and systematically applies credit control procedures that
aim at minimizing bad debt. The Credit Control Department defines credit limits per customer and specific
sales and cash collection terms are applied, while possible security is requested when deemed necessary. To
the greatest possible extent, the Group continuously and systematically monitors the performance and financial
position of its customers, in order to be pro-active and to evaluate the need to take specific measures per
customer, also according to the market characteristics and difficulties where each customer operates in.
No doubtful debtors exist that have not been covered by provisions for doubtful receivables.
It is also noted that the particular risk, although existent mainly due to the war conflict in Ukraine, is
considered for the time being as relatively limited and controllable according to the historic data possessed
by the Group and in the context of the precautionary measures that have been taken and as well as the
procedures that have been established.
It is underlined that a potential credit risk exists in cash and cash equivalents as well.
The particular risk may arise from a possible inability of the collaborating financial institution to meet its
obligations towards the Group. The Group applies procedures that limit its exposure to credit risk in relation
to each financial institution which the Group collaborates with.
On December 31
st
2022, the maturity of trade receivables was as follows:
From the overdue and non-impaired receivables of the Company amounting to 21,447 thousand Euros of
the above table, the amount of 20,415 thousand Euros concerned receivables of the parent company from
subsidiaries.
Trade receivables
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Up to 3 months
17,877
18,751
22,959
21,176
Between 3 and 6 months
1,037
881
10,813
7,781
Between 6 months and 1 year
24
43
5,595
3,842
Over 1 year
7
24
4
279
18,945
19,700
39,372
33,078
Non overdue and non-impaired
15,544
17,088
17,925
17,242
Overdue and non-impaired
3,401
2,612
21,447
15,836
Total
18,945
19,700
39,372
33,078
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
126
D.
Liquidity risk
In general, the monitoring of liquidity risk is focused on systematic monitoring and effectively managing cash
inflows and outflows on a constant basis, in order for the Group to be able to smoothly and consistently meet
its cash liabilities.
Liquidity risk is maintained at low levels by holding and ensuring adequate cash balances, while it should also
be noted that there are adequate unused credit lines with financial institutions in order to face any possible
shortage in cash. Such case however, despite the clearly negative circumstances and conditions particularly
seen in the domestic economy over the past years, has not yet appeared.
However, given the concerns about the course of the global economy due to the effects of the war conflict
in Ukraine, it cannot be ruled out that this risk may affect, to a controlled degree, the liquidity of the Group.
The table below summarizes the maturity dates of the financial liabilities on 31 December 2022, based on
the payments arising from the relevant contracts, at discounted prices.
Financial Liabilities
ΙΙ. Other risks to which the Group is exposed
Α. Risk arising from competition of foreign and domestic firms
The competition in the international market where the Group and the Company activate is becoming
constantly stronger.
The Group based on the fully staffed and equipped Research and Development Department it owns, and
on the long-term presence in the sector it possesses, manages to differentiate its products from the current
competition and to present innovative diversified solutions. The quality of the Group’s produced products,
the strong recognition, and especially the brand name of the Group and the Company further contribute
towards this direction.
Despite the above, the particular risk due to the stronger competition seen on international level is real and
exists, and therefore it may affect the performance and results of the Group during the fiscal year 2023.
GROUP 31/12/2022
up to 6
months
6 to 12
months
2 to 5
years
> 5 years
Total
Bank Debt
3,110
2,291
19,283
8,390
33,073
Lease liabilities
198
197
253
0
648
Suppliers and related liabilities
27,464
0
0
0
27,464
Liabilities from income taxes
1,512
5,186
0
0
6,698
Total
32,283
7,674
19,536
8,390
67,882
GROUP 31/12/2021
up to 6
months
6 to 12
months
2 to 5
years
> 5 years
Total
Bank Debt
2,158
1,364
10,385
2,161
16,067
Lease liabilities
284
284
358
0
926
Suppliers and related liabilities
26,420
515
0
0
26,935
Liabilities from income taxes
1,216
1,396
465
0
3,077
Total
30,078
3,558
11,208
2,161
47,005
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
127
Β. Risk of
reduced demand due to consumption slowdown
The Group is active in an intensive and competitive global environment. Its specialized know-how in
conjunction with the research, development and creation of new products and strong infrastructure in
production equipment, assist the Group to remain competitive as well as expand or achieve its penetration in
new markets.
The products of the Group are used mainly in food packaging which, since food is of first need, are usually
affected the least from consumption slowdown, however they may be affected subsequently by external
factors that may prevail in the markets in which the Group is active. External factors that may harm demand
for the Group’s products include the probability of illnesses in meat, the change in food and nutrition patterns,
climate changes, a slowdown of the global economy etc.
Given that at the present time there is a significant increase in inflation and interest rates both in the
Eurozone and globally, the particular risk is assessed as significant and therefore it might affect the Group's
financial performance and financial results during the financial year of 2023.
C. Risk related to the cost of production
(a) risk of increasing raw material prices
The Group is exposed to price volatility of raw materials that it acquires internationally. This volatility may
result from abrupt changes in oil production prices, other chemical products or other reasons.
It should be noted that during the financial year 2022 the various disruptions in transport and supply chains
that were observed by the beginning of the previous financial year 2021 continued, with the following main
characteristics:
- Shortages in some key categories of raw materials worldwide.
-Increases in the prices of raw materials in the international market.
-Significant increase in transport costs.
In this context, the Group takes all necessary measures to ensure the adequacy of raw materials.
In order to reduce this risk, the Group’s inventory and commercial policy is adjusted accordingly in order
to diversify and transfer part of this risk, to the extent that this is possible and according to the current
conditions present each time as regards to competition.
Following the above, this risk in case of inability to substantially transfer the increase in the cost of raw
material prices to the price of the final product, is assessed as particularly significant and may adversely
affect the Group's results during the current year 2023.
b) risk of rising electricity prices.
Electricity consumption is an important cost factor in relation to the Group's production activity. During the
current fiscal year 2022, there was a significant increase in energy costs and consequently a burden on
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
128
production costs, mainly due to the war in Ukraine, as the international prices of oil and natural gas marked
a significant appreciation, rising to unprecedented levels.
To address this particular risk and mitigate its negative consequences, the Group invests in equipment with
low electricity consumption.
It is noted that in August 2022 the Company was certified with the ISO 50001:2018 energy management
system. Its development aims at the adoption and implementation of the required procedures that will lead
to optimal energy performance.
At the present time and based on the prevailing instability and volatility, the particular risk is being assessed
by the Company's Management as particularly important as it might significantly affect the financial results
and performance of the Group in general during the fiscal year 2023.
D. Risks related to work safety
Work safety for the Group’s employees is a top priority and necessary condition when operating its
production facilities. A plan that focuses on establishing a safety culture throughout all the Group’s activities
and operations, as well as on targeting the constant training and education of the Company’s personnel is
applied on a continuous and constant basis. Moreover, broad educational programs are applied to
systematically and fully train and educate employees on workplace safety and hygiene issues. The
application of such programs is continuously reviewed by the Company’s relevant Department with the
assistance of specialized professionals - Security Technicians with whom the Company collaborates.
E. Environmental risks
Protection of the environment and sustainable development are fundamental principles for the Group. For
this reason, the Group takes strict measures in the areas where it operates, which in several cases extend
further than those imposed by law. The Group invests in best available techniques for protecting the
environment, it closely monitors planned changes in environmental law and it ensures to take the necessary
measures in advance so as to avoid any risk of not complying with the current legislative and regulatory
framework.
F. Risks related to climate change
Climate change is a global environmental issue with implications that significantly affect human health,
working conditions and safety at work.
The optimal response to the risk of climate change comprises a fundamental commitment of the Group,
which in addition to its legal obligation also considers this issue as a moral obligation to contribute actively
and substantially to the efforts of both the international community and our country to combat climate
change-related risks.
The Group recognizes both the risks associated with the phenomenon of climate change, and its obligations
in relation to the need for continuous improvement of its environmental performance.
The mitigation of the effects of climate change affects inevitably and determines significantly the business
strategy of the Group through the adoption and implementation of measures to reduce its environmental
footprint and the systematic effort to use environmentally friendly sources of energy.
The Group monitors and records on a systematic basis the environmental impact of its business activities
and takes measures to reduce its environmental footprint. FLEXOPACK aims at the continuous reduction of
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
129
carbon emissions which are mainly due to the consumption of electricity which is the main source of energy
of the Company.
The Group's vision is to continue to be one of the most important Greek companies with a strong
international presence and with a parallel contribution to sustainable development. The desire of the Group
is to enhance its long-term value through the production of technologically advanced products that meet
the most demanding international standards along with quality, safety and sustainable development
standards.
In this context, the Group promotes and implements a policy, which focuses on the following areas:
- Demonstration of preparedness for emergencies,
-application of emergency prevention, detection and management procedures,
-design and construction of facilities aiming at the greatest possible energy savings,
-frequent maintenance and constant renewal and upgrade of the used mechanical equipment, in order to
leave a low energy footprint,
-continuous information, training and awareness raising of personnel on climate change issues,
-integration into the system of recycling and alternative packaging management, in order to prevent the
generation of packaging waste and the reuse, recycling and effective utilization of all materials,
-selection of recyclable, if possible, raw materials with the lowest possible energy footprint,
-application of technologies for reduction of direct and indirect emissions of greenhouse gases from energy
consumption,
-monitoring of the policy followed by the Group suppliers regarding the implementation of procedures for
dealing with climate change and the use of renewable energy sources along with the provision of relevant
recommendations and suggestions, where necessary,
-building relationships of trust with the local communities in which the Group develops its business
activities; continuous care to minimize the inconveniences caused.
G. Risks due to the spread of COVID-19 pandemic
The new coronavirus SARS-CoV-2, which causes the COVID-19 pandemic and was first detected in
December 2019 in a region of China and has since spread around the world, has had extremely adverse
effects on both global and domestic economic growth.
It is noted that from the first moment of the outbreak of pandemic, the Group adopted strict protocols and
procedures for health safety in accordance with the applicable regulatory framework and the relevant
guidelines of the competent authorities and thanks to the consistent observance and implementation of
these procedures managed to ensure the uninterrupted operation of all its production units as well as their
sub-departments and directorates, thus contributing to the broader national effort to deal with the
pandemic crisis.
The Management of the Group, prioritizing the protection and safety of its employees, closely monitors the
developments related to the COVID-19 pandemic and takes timely and effective measures to manage the
effects of the pandemic, to ensure its business continuity and smooth operation as well as to reduce the
negative consequences to the least extent possible.
After almost three years dealing with the coronavirus pandemic, the degree of uncertainty regarding the
course and further spread of the Covid-19 pandemic is now significantly lower, since the new variants of
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
130
virus are more contagious but have milder symptoms compared to the previous ones, especially for people
who are fully vaccinated and are not vulnerable from a health perspective. At the same time, the above
conditions have led to a relaxation if not to a complete removal of the restrictive measures This further
strengthens the assessment of the competent health authorities towards the transition from a pandemic to
an endemic situation.
However constant vigilance is still required, even at a global level, as the possibility of new dangerous
epidemics cannot be ruled out.
Therefore, the articulation of any conclusions regarding the risks, the impact and the possible effects of
pandemic on the commercial activity and the financial results of the Company and the Group remains
uncertain. However it should be also noted that despite the extremely unpredictable circumstances that
arose and the very strict restrictive measures that were taken by the authorities, the Company managed
to ensure its uninterrupted business continuity and to achieve satisfactory level of results.
H. Risk related to the war in Ukraine.
On February 24, 2022, the Russian military invasion of Ukraine took place, which then escalated into a war,
creating geopolitical instability and unsustainable repercussions on the global economy. The latter was due
to the large increases in energy prices, raw materials, industrial metals and other consumer goods.
The Group has no significant business exposure to the countries involved in the war conflict and therefore
no material impact (direct or indirect) exists on its business activities.
The Group's sales to Russia and Ukraine in year 2022 cumulatively accounted for 0.88% of the consolidated
turnover, while in the previous year 2021 they had represented 2.05% of the consolidated turnover.
At this time, any prediction regarding the impact of the war on turnover, financial results and financial
position of both the Group and the Company is uncertain, as it is directly related to the duration and
intensity of the war activity, the length of time during which the economic measures against Russia remain
in force, as well as the way by which the crisis may be resolved.
At this time, any prediction regarding the impact of the war on turnover, financial results and financial
position of both the Group and the Company is uncertain, as it is directly related to the duration and
intensity of the war activity, the length of time during which the economic measures against Russia remain
in force, as well as the way by which the crisis may be resolved.
I. Capital Management
The Group’s objectives in relation to capital management are the smooth operation of its business activities,
ensuring financing for its investment plans and the optimal allocation of capital in order to decrease the cost
of capital.
For the purpose of capital management, the Group monitors the following ratio:
“Net debt to Total Employed Capital”
Net debt is calculated as total short-term and long-term interest-bearing debt minus total cash & cash
equivalents.
Total employed capital is calculated as total net debt plus total equity.
For financial years ended on December 31
st
2022 and 2021 respectively, the above financial ratio evolved
as follows.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
131
The Group may affect its capital structure via the repayment of existing debt or the collection of new debt,
via the share capital increase or capital return towards the shareholders, and also via the distribution or
the non-distribution of dividends or through other money distributions.
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Long-term debt obligations
27,674
12,540
25,552
10,875
Short-term bebt obligations
5,400
3,528
3,861
2,357
Total bank debt
33,073
16,068
29,412
13,232
Liabilities for Leases
648
926
289
388
Total Bank Debt
33,721
16,994
29,701
13,620
Minus : Cash and cash equivalents
23,772
19,138
16,694
15,700
Net Bank Debt (1)
9,949
(2,145)
13,007
(2,079)
Total Equity (2)
106,509
93,717
100,632
92,655
Total Employed Capital (1)+(2)
116,458
91,573
113,639
90,576
Net Bank Debt / Total Employed Capital
8.5%
-2.3%
11.4%
-2.3%
Group
Company
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
132
6. Notes on the Financial Statements
6.1 Tangible fixed assets
The Group’s tangible fixed assets are analyzed as follows.
The Company’s tangible fixed assets are analyzed as follows.
GROUP
Tangible fixed assets
Plots
Buildings
Mechanical
equipment
Vehicles,
furniture
and Other
equipment
Assets
under
constructio
n
Total
Acquisition Cost as at January 1st 2021
9,768
22,638
68,904
4,188
1,603
107,101
Accumulated Depreciations
0
(6,457)
(43,329)
(2,886)
0
(52,672)
Book value as at January 1st 2021
9,768
16,180
25,575
1,303
1,603
54,429
Additions
54
154
2,173
369
(147)
2,604
FX differences
22
(28)
20
5
1
19
Transfers
0
7
438
6
(452)
0
Sales - Reductions
0
0
(162)
(30)
0
(192)
Depreciations of the current period
0
(835)
(3,898)
(310)
0
(5,043)
FX differences of depreciations
0
7
(13)
(4)
0
(10)
Depreciations of sold, written-off goods
0
0
75
30
0
106
Acquisition Cost as at December 31st 2021
9,843
22,772
71,374
4,538
1,005
109,533
minus: Accumulated Depreciations
0
(7,287)
(47,165)
(3,170)
0
(57,621)
Book value as at December 31st 2021
9,843
15,485
24,209
1,368
1,005
51,912
Additions
0
313
2,096
403
10,340
13,153
FX differences
(8)
(67)
(150)
(8)
(12)
(244)
Transfers
0
40
63
9
(130)
(17)
Sales - Reductions
0
0
0
(38)
0
(38)
Depreciations of the current period
0
(934)
(3,784)
(317)
0
(5,036)
FX differences of depreciations
0
23
50
5
0
78
Depreciations of sold, written-off goods
0
0
0
36
0
36
Acquisition Cost as at December 31st 2022
9,836
23,058
73,383
4,905
11,204
122,385
minus: Accumulated Depreciations
0
(8,198)
(50,899)
(3,446)
0
(62,544)
Book value as at December 31st 2022
9,836
14,859
22,484
1,458
11,204
59,842
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
133
6.2 Goodwill
The amount of goodwill refers to the acquisition of the Polish company FLEXOPACK POLSKA Sp. z.o.o.
Impairment Review of Goodwill
COMPANY
Tangible fixed assets
Plots
Buildings
Mechanical
equipment
Vehicles,
furniture
and Other
equipment
Assets
under
constructio
n
Total
Acquisition Cost as at January 1st 2021
8,445
18,766
57,291
3,496
1,468
89,466
Accumulated Depreciations
0
(5,308)
(40,111)
(2,402)
0
(47,821)
Book value as at January 1st 2021
8,445
13,458
17,180
1,094
1,468
41,645
Additions
54
145
2,127
272
(200)
2,398
Transfers
0
7
351
2
(360)
0
Sales - Reductions
0
0
(14)
(30)
0
(44)
Depreciations of the current period
0
(647)
(2,849)
(245)
0
(3,741)
Depreciations of sold, written-off goods
0
0
14
30
0
44
Acquisition Cost as at December 31st 2021
8,499
18,918
59,754
3,739
909
91,819
minus: Accumulated Depreciations
0
(5,955)
(42,946)
(2,617)
0
(51,518)
Book value as at December 31st 2021
8,499
12,963
16,808
1,122
909
40,301
Additions
0
248
1,445
335
4,650
6,678
Transfers
0
40
24
9
(90)
(17)
Sales - Reductions
0
0
0
(25)
0
(25)
Depreciations of the current period
0
(750)
(2,716)
(248)
0
(3,714)
Depreciations of sold, written-off goods
0
0
0
25
0
25
Acquisition Cost as at December 31st 2022
8,499
19,206
61,223
4,059
5,468
98,456
minus: Accumulated Depreciations
0
(6,705)
(45,662)
(2,841)
0
(55,207)
Book value as at December 31st 2022
8,499
12,502
15,561
1,218
5,468
43,248
Gross book value at December 31st 2020
252
Cumulative impairment loss
0
Net book value at December 31st 2020
252
Gross book value at December 31st 2021
252
Cumulative impairment loss
0
Net book value at December 31st 2021
252
Gross book value at December 31st 2022
252
Cumulative impairment loss
0
Net book value at December 31st 2022
252
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
134
For purposes of reviewing goodwill for possible impairment on 31/12/2022, the aforementioned subsidiary
constitutes an individual cash flow generating unit. As regards to goodwill recognized from the acquisition of
FLEXOPACK POLAND Sp. z.o.o., the recoverable amount of such was calculated based on the “value in use”,
discounting its future cash flows.
The definition of the subsidiary’s future cash flows took place by well-founded estimations of management for
the level of the subsidiary’s future profitability and by evaluating current market conditions. The basic
assumptions regarding the estimation of the subsidiary’s value, are as follows:
Discount rate (WACC) 8.23%
Average growth of turnover in the next five years 5.47%
Growth rate after five-years 1.00%
According to the impairment review on 31/12/2022 no impairment losses emerged from the above goodwill.
Furthermore, no losses emerge in the following cases:
a) if the above discount rate (WACC) increases by 10%, with the other variables being constant.
b) if the above average rate of turnover increase for the next five years is reduced by 30%, with the other
variables being constant.
6.3 Intangible assets
The Group’s and Company’s intangible assets are analyzed as follows:
Other intangible assets include know-how use rights, costs incurred for the development of trading names
and mainly costs for the establishment of patents on different applications of multiple layer packing films
Intangible Assets
GROUP
COMPANY
Software
Other
intangibles
Total
Software
Other
intangibles
Total
Acquisition Cost as at January 1st 2021
1,679
2,909
4,588
1,678
2,909
4,587
minus: Accumulated Amortization
(1,213)
(1,599)
(2,813)
(1,212)
(1,599)
(2,812)
Book value as at January 1st 2021
466
1,309
1,775
466
1,309
1,775
Additions
224
328
552
224
328
552
Transfers
30
0
30
30
0
30
Amortization during the period
(197)
(180)
(377)
(197)
(180)
(377)
Acquisition Cost as at December 31st 2021
1,933
3,237
5,170
1,932
3,237
5,169
minus: Accumulated Amortization
(1,410)
(1,780)
(3,190)
(1,409)
(1,780)
(3,189)
Book value as at December 31st 2021
523
1,457
1,980
523
1,457
1,980
Additions
87
251
337
87
251
337
Transfers
17
0
17
17
0
17
Amortization during the period
(216)
(200)
(416)
(216)
(200)
(416)
Acquisition Cost as at December 31st 2022
2,037
3,487
5,525
2,036
3,487
5,524
minus: Accumulated Amortization
(1,627)
(1,980)
(3,606)
(1,626)
(1,980)
(3,605)
Book value as at December 31st 2022
411
1,508
1,918
411
1,508
1,918
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
135
abroad. They also include cost for the development of new products with a book value of 5 thousand euro as
of 31/12/2022.
6.4 Participations in Subsidiaries
In the parent financial statements, investments in subsidiaries are valued at acquisition cost.
The movement of investments is analyzed as follows.
Condensed financial information on subsidiary companies
The above subsidiary companies are fully controlled by the Cypriot subsidiary company FLEXOPACK
INTERNATIONAL LIMITED which is fully owned (100%) by the parent company FLEXOPACK PLASTICS
AEBE.
No event or evidence has arisen to suggest that the book value of subsidiaries may no longer be recoverable
and accordingly no impairment test was performed.
31/12/2022 31/12/2021
Opening balance
14,317
14,017
Share capital increase in FLEXOPACK INTERNATIONAL LIMITED
800
300
Share capital increase in FLEXOPACK POLSKA
6,297
0
Closing balance
21,414
14,317
COMPANY
31/12/2022
31/12/2021
Country
Direct participation
FLEXOPACK POLSKA Sp. Zo.o
Poland
13,144
6,847
FLEXOSYSTEMS LTD BELGRADE
Serbia
70
70
FLEXOPACK INTERNATIONAL LIMITED
Cyprus
8,200
7,400
21,414
14,317
Indirect participation
FLEXOPACK PTY LTD
Australia
4,638
4,638
FLEXOPACK TRADE AND SERVICES UK LIMITED
England
200
200
FLEXOPACK
ΝΖ
LIMITED
New Zealand
0
0
FLEXOPACK PROPERTIES PTY LTD
Australia
1,978
1,501
FLEXOPACK FRANCE
France
900
650
FLEXOPACK USA, INC.
USA
153
153
FLEXOPACK IRELAND LTD
Ireland
100
100
FLEXOPACK DENMARK APS
Denmark
5
5
COMPANY
Acquisition Cost
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
136
6.5 Participations in associate companies
Participations of the Company in associate (related) companies are analyzed as follows.
The movement of investments in associate companies is as follows:
Condensed financial information on associate companies:
6.6 Other long-term receivables
The Group’s and Company’s other long-term receivables are analyzed as follows:
GROUP
COMPANY
31/12/2022 31/12/2021
31/12/2022
31/12/2021
INOVA SA
2,685
2,237
1,199
1,199
VLACHOS BROS S.A.
3,524
3,363
1,000
1,000
6,208
5,600
2,199
2,199
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Opening balance
5,600
4,884
2,199
2,199
Proportion in profit/loss (after taxes)
708
705
0
0
Other
0
117
0
0
Dividends
(100)
(105)
0
0
Closing balance
6,209
5,600
2,199
2,199
Domicile
Acquisition
Cost
Assets
Liabilities
Income
Earnings
(losses)
before
taxes
Earnings
(losses)
after
taxes
YEAR 2022
INOVA SA
Greece
1,199
11,373
6,004
9,998
1,454
1,096
VLACHOS BROS S.A.
Greece
1,000
29,607
22,264
25,418
401
336
YEAR 2021
INOVA SA
Greece
1,199
8,743
4,269
7,359
502
380
VLACHOS BROS S.A.
Greece
1,000
29,329
22,463
23,702
1,363
1,078
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
137
6.7 Inventories
The inventories of the Group and the Company are analyzed as follows:
Increase of "Inventories" account by 19.297 million Euros mainly due to the inventory policy followed by
the Group to ensure the sufficiency of raw materials. That was deemed necessary since during the year
2022, as a result of the various disruptions in the supply chain, there was a shortage of inventory and at
the same time a significant increase in raw material prices.
6.8 Trade receivables
The Group’s and Company’s customers and other trade receivables are analyzed as follows:
As of 31 December 2022, the maturity of trade receivables was as follows:
Other Long-term Receivables
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Other given Guarantees
55
47
55
47
Participation in the company CIRCULATE AB
50
50
50
50
Other Long-term Receivables
4
4
0
0
Total
109
102
105
97
GROUP
COMPANY
Inventories
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Raw Materials
26,883
18,336
21,797
11,831
Consumables
229
250
172
200
Spare parts & packaging items
1,407
1,044
918
848
Products & other inventory
23,589
13,003
5,412
4,390
Total
52,109
32,633
28,300
17,269
Provisions for impairment
(364)
(186)
(286)
(186)
Total
51,745
32,447
28,014
17,083
GROUP
COMPANY
Trade receivables
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Customers (open account)
17,240
17,767
6,137
8,461
Receivables from associates
1,254
1,402
32,469
23,765
Checks Receivable
839
910
836
910
Impairment provisions
(243)
(248)
0
0
Provision for credit risk
(144)
(131)
(70)
(58)
Total
18,945
19,700
39,372
33,078
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
138
From the overdue and non-impaired receivables of the Company amounting to 21,447 thousand Euros of
the above table, the amount of 20,415 thousand Euros concerned receivables of the parent company from
subsidiaries.
The expected credit losses were calculated based on the table below and the provision on 31/12/2022
amounted to 70 thousand Euros for the Company and to 144 thousand Euros for the Group.
The Company does not calculate any expected credit loss on receivables from its subsidiaries as long as the
accounts receivable do not exceed 365 days. On 31/12/2022 there were no receivables from subsidiary
companies that had exceeded 365 days.
Trade receivables
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Up to 3 months
17,877
18,751
22,959
21,176
Between 3 and 6 months
1,037
881
10,813
7,781
Between 6 months and 1 year
24
43
5,595
3,842
Over 1 year
7
24
4
279
Total
18,945
19,700
39,372
33,078
Non overdue and non-impaired
15,544
17,088
17,925
17,242
Overdue and non-impaired
3,401
2,612
21,447
15,836
Total
18,945
19,700
39,372
33,078
GROUP
COMPANY
GROUP
Days of delay with regard to trade receivables
31-Dec-22
Non overdue
<30 days
31-60 days
61-90 days
90-365 days
>365 days
Total
Total amount of trade receivables
12.932
3.671
472
50
108
7
17.240
Expected credit loss
41
69
17
2
9
7
144
31-Dec-21
Total amount of trade receivables
14.167
3.210
230
85
52
24
17.767
Expected credit loss
24
67
7
4
5
24
131
COMPANY
Days of delay with regard to trade receivables
31-Dec-22
Non overdue
<30 days
31-60 days
61-90 days
90-365 days
>365 days
Total
Total amount of trade receivables
4.804
1.085
240
1
4
5
6.137
Expected credit loss
24
31
10
0
1
5
70
31-Dec-21
Total amount of trade receivables
7.044
1.319
64
2
15
16
8.461
Expected credit loss
0
38
2
0
2
16
58
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
139
6.9 Other receivables
The Group’s and Company’s other receivables are analyzed as follows:
6.10 Cash & cash equivalents
Cash and cash equivalents refer to the Group’s and Company’s cash in hand and to short-term bank deposits
and term deposits held at call with banks.
The Group’s and Company’s cash and cash equivalents are as follows:
6.11 Equity
6.11.1 Share Capital and Share Premium
Other receivables
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Advance payment for income tax
2,739
1,860
2,694
1,860
Receivables from the Greek State for V.A.T.
1,802
335
1,281
335
Receivables for other taxes
0
27
0
7
Receivables for insurance indemnities
0
218
0
0
Purchases of inventory under receipt
6,286
6,916
1,488
3,316
Discounts on purchases under settlement
982
1,192
856
887
Deferred expenses
606
489
362
316
Prepayments and loans to employees
24
17
19
9
Sundry Debtors
149
60
73
27
Total
12,588
11,115
6,772
6,758
GROUP
COMPANY
Cash and cash equivalents
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Cash in hand and at banks
23,772
19,138
16,694
15,700
Total
23,772
19,138
16,694
15,700
GROUP
COMPANY
Share Capital
Share
premium
Total
Number of
shares
Treasury
shares
31/12/2022
6,369
3,500
9,869
11,795.024
96.450
31/12/2021
6,329
3,316
9,644
11,720.024
96.450
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
140
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the Board
of Directors dated 19.12.2019, in execution of the decision of the Annual Ordinary General Meeting of the
Company's shareholders dated 29.06.2018, the Company's executives, as determined by virtue of the
relevant decision of the Board of Directors dated 09.01.2020, were invited to submit by 28.12.2021 a
statement of intention to exercise the stock options which in total corresponded to 75,000 new common,
registered shares carrying voting rights of the Company.
After exercising 75,000 stock options (i.e. the entire number of stock options) with an exercise price of 3.00
Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the Company) paid a
total amount of 225,000, 00 Euros via a bank account held in the name of the Company (Note 6.34) and
consequently the share capital of the Company was increased by 40,500.00 Euros (whereas the remaining
amount of 184,500 Euros was transferred to the share premium account emerging from the issuance of
shares above par value) via the issuance of 75,000 new common registered shares of the Company carrying
voting rights, and with nominal value of 0.54 Euros per share.
The Corporate Transactions Committee of the Athens Exchange, Greece, during its meeting on May 18
th
,
2022, approved the admission to trading on the organized market of the Athens Exchange of the above
75,000 new common registered shares of the Company carrying voting rights.
On May 25
th
, 2022, the trading of the aforementioned 75,000 new shares commenced on the Athens
Exchange.
The above share capital increase of the Company was certified by its Board of Directors on 06.05.2022 and
was registered in the General Commercial Registry (G.E.MI.) on 10.05.2022, through the Companies Division
(Department of Listed Companies) of Ministry of Development and Investments being the competent
Supervisory Authority.
It is noted that, following the above increase, the Company's share capital now amounts to 6,369,312.96
Euros, divided into 11,795,024 common registered shares, with a nominal value of 0.54 Euros per share.
Of the above shares, 11,698,574 shares have voting rights, since the remaining 96,450 are treasury shares,
the voting rights of which are suspended in accordance with the provisions of article 50 paragraph 1 of Law
4548/2018, as in force.
6.11.2 Reserves
The Group’s and Company’s reserves are analyzed as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
141
Statutory reserve:
According to Greek corporate law, companies are obliged to create 5% of the period’s earnings as an statutory
reserve until such reaches one third of the paid up share capital. During the Company’s life the statutory
reserve cannot be distributed.
Special taxed reserves:
Special taxed reserves of the Parent Company were created to cover its own participation in the context of
implementing investment plans, according to the provisions of several development laws.
Tax-free reserves of development law grants:
They arose from the transfer of the grants received by the Company from the profit carried forward to the
capital reserves.
The Group’s Management does not intend to capitalize or distribute the above reserves and thus has not
recognized a relevant deferred tax liability.
Other reserves
Other reserves include tax-exempt reserves and reserves taxed under special provision and are analyzed as
follows.
-Tax-exempt reserves according to L. 1828/89, L. 3220/2004 and L. 3908/2011
Such reserves have been created according to the provisions of tax law and are capitalized, with the payment
of income tax.
-Tax-exempt reserves or reserves taxed according to special laws
Such reserves concern interest income that was either not taxed or on which tax has been withheld at the
source. According to Greek tax law, these reserves are exempt from income tax, with the condition that they
will not be distributed to shareholders.
Reserves
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Statutory reserve
4,584
4,220
4,584
4,220
Specially taxed reserves
12,196
12,196
12,196
12,196
Tax-free reserves of development law related grants
5,137
5,137
5,137
5,137
Other reserves analyzed as follows:
Tax-exempt reserves of L. 1828/89
876
876
876
876
Tax-exempt reserves of L. 3220/2004
321
321
321
321
Tax-exempt reserves of L. 3908/2011
247
185
247
185
Tax-exempt reserves of L. 4172/2013
158
50
158
50
Reserves from specially taxed income
33
33
33
33
Other reserves
156
156
43
43
Total other reserves
1,791
1,622
1,678
1,509
Stock options
363
449
363
449
Treasury shares
(386)
(386)
(386)
(386)
Reserve from FX differences
(502)
(391)
0
0
Grand total
23,183
22,848
23,573
23,126
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
142
The Company does not intend to distribute the above reserves and thus it has not recognized a deferred tax
liability for the income tax that will be rendered payable in case of distribution.
-Special reserve article 48, Law 4172/2013
It concerns a special reserve formed from dividends received from related companies that is exempt from
income taxation based on the provisions of article 48 of Law 4172/2013.
Stock options.
Share distribution program in the form of stock option plan, in accordance with the provisions of article 113
of law 4548/2018. (Note 6.34)
Treasury shares
The Management of the Company pursuant to the decisions of the Annual Ordinary General Meeting of
Shareholders of June 26, 2020 and the Board of Directors of July 13, 2020, announced on July 14, 2020,
the start of implementation of the Stock Repurchase Plan, which provides for the acquisition by the
Company, in accordance with the provisions of article 49 of Law 4548/2018, as in force, of a maximum of
586,001 own (treasury) shares, which correspond to 5% of the total existing shares of the Company, with
a purchase price range between three Euros (3.00 €) per share (minimum) and eight Euros (8.00 €) per
share (maximum) and with the expiration date of the above Plan set on June 26, 2022.
The Company in the framework of the above Stock Repurchase Plan, proceeded on 22.07.2020, via an
over-the-counter (OTC) transaction, with the purchase of 96,450 treasury shares with an average purchase
price of 4.00 Euros per share, and a total transaction value of 385,800 Euros.
After the aforementioned purchase, the Company holds as of today 96,450 treasury shares, which
correspond to a percentage of 0.82% of the total shares of the Company.
Reserve for foreign exchange differences:
This reserve is used to register foreign exchange differences from the translation of financial statements of
foreign subsidiaries.
The movement of the Group’s and Company’s reserves is as follows:
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
143
GROUP
Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves
Stock options
FX
differences
from
consolidation
Total
Balance as at December 31st 2020
3,752
(386)
13,542
1,510
155
(453)
18,120
Formation of statutory reserves
469
0
0
0
0
0
469
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
50
0
0
50
Formation of taxable reserve Law 4399/2016
0
0
3,786
0
0
0
3,786
Transfer of amortization of grants of L. 3299/04 from balance
carried forward
0
0
6
0
0
0
6
Stock options
0
0
0
0
294
0
294
FX differences due to consolidation of subsidiaries abroad
0
0
0
0
0
62
62
Balance as at December 31st 2021
4,220
(386)
17,334
1,622
449
(391)
22,848
Formation of statutory reserves
364
0
0
0
0
0
364
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
108
0
0
108
Exercise of stock options
0
0
0
0
(244)
0
(244)
Stock options
0
0
0
0
157
0
157
FX differences due to consolidation of subsidiaries abroad
0
0
0
0
0
(112)
(112)
Balance as at December 31st 2022
4,584
(386)
17,334
1,791
363
(502)
23,183
COMPANY
Statutory
reserve
Treasury
shares
Specially
taxed
reserves
Other
reserves
Stock options
Total
Balance as at December 31st 2020
3,752
(386)
13,542
1,397
155
18,460
Formation of statutory reserves
469
0
0
0
0
469
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
50
0
50
Formation of taxable reserve Law 4399/2016
0
0
3,786
0
0
3,786
Transfer of amortization of grants of L. 3299/04 from balance
carried forward
0
0
6
0
0
6
Stock options
0
0
0
0
294
294
Balance as at December 31st 2021
4,220
(386)
17,334
1,509
449
23,126
Formation of statutory reserves
364
0
0
0
0
364
Formation of tax free reserve Law 3908/2011
0
0
0
62
0
62
Formation of tax free reserve Law 4172/2013
0
0
0
108
0
108
Formation of taxable reserve Law 4399/2016
0
0
0
0
0
0
Exercise of stock options
0
0
0
0
(244)
(244)
Stock options
0
0
0
0
157
157
Balance as at December 31st 2022
4,584
(386)
17,334
1,678
363
23,573
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
144
6.11.3 Retained earnings
6.12 Deferred tax assets and liabilities
The calculation of deferred tax assets and liabilities is conducted at the individual Group company level and to
the extent where receivables and liabilities arise, such are offset between each other (at the level of each
individual company).
The deferred tax assets and liabilities are offset when there is an applicable legal right to offset current tax
assets against current tax liabilities and when the deferred income taxes refer to the same tax authority.
The Group’s and the Company’s deferred tax assets and liabilities result from the following items:
Retained earnings
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Balance as at January 1st
61,225
56,188
59,885
57,968
Net Results for the period
14,102
10,407
9,175
7,286
Revaluation of earnings-(losses) from defined benefit plans
11
13
11
13
Distributed dividends
(1,591)
(1,011)
(1,591)
(1,011)
Transfers to reserves
(534)
(4,366)
(534)
(4,366)
Exercise of stock options
244
0
244
0
Transfer of amortization of grants of L. 3299/04 to reserves
0
(6)
0
(6)
Balance as at December 31st
73,457
61,225
67,190
59,885
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
145
GROUP
31/12/2022
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Deferred tax assets
Provision for staff indemnities
123
116
7
1
Other short-term liabilities
289
0
289
0
Provisions
206
78
129
(4)
Tax loss of subsidiaries
0
0
0
(11)
Expected credit loss (IFRS 9)
21
18
3
(1)
Foreign exchange differences
295
0
295
0
Valuation of derivatives
53
95
(42)
57
Stock options
80
99
(19)
62
Other
2
20
(17)
3
1,069
425
645
106
Deferred tax liabilities
Intangible assets
(120)
(136)
16
34
Tangible assets
(1,440)
(1,519)
79
257
Foreign exchange differences
0
(60)
60
(9)
(1,560)
(1,715)
155
282
Net deferred tax liabilities
(491)
(1,291)
Net charge of deferred tax on the results
800
387
Deferred tax recognized in the results
803
391
Deferred tax recognized in the other comprehensive income
(3)
(4)
Total
800
387
Deferred tax liabilities/assets
Deferred tax
Statement of Financial Position
Income statement
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
146
6.13
Provision for staff indemnities due to retirement
The Group and Company recognize the liability for staff retirement indemnities as the present value of the
legal commitment for the payment of staff retirement lump sum.
The actuarial valuation of the liabilities has been carried out on the basis of the current legislation, as it
derives from L.2112 / 1920 and L.3026 / 1954 and as they were amended by L.4093 / 2012, L.4336 / 2015
and L.4194 / 2013.
The Company has not activated any special benefits program for employees other than those arising from
the above legislation, which is committed to benefits in cases of retirement for all employees.
The valuation of the liabilities is being performed in order to capture the following:
a) The obligation of the company, when an employee has provided a service in exchange for benefits to
be paid in the future and
b) The expense of the financial period, when the company consumes the financial benefits arising from the
service provided by an employee in exchange for the payment of benefits.
COMPANY
31/12/2022
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Deferred tax assets
Provision for staff indemnities
123
116
7
1
Other short-term liabilities
289
0
289
0
Provisions
70
48
22
(4)
Tax loss of subsidiaries
0
0
0
0
Expected credit loss (IFRS 9)
15
13
3
(1)
Foreign exchange differences
295
0
295
0
Valuation of derivatives
53
95
(42)
57
Stock options
80
99
(19)
62
Other
0
0
(0)
(1)
925
370
555
113
Deferred tax liabilities
Intangible assets
(120)
(136)
16
34
Tangible assets
(1,205)
(1,301)
96
292
Foreign exchange differences
0
(60)
60
(9)
(1,325)
(1,497)
172
317
Net deferred tax liabilities
(400)
(1,127)
Net charge of deferred tax on the results
727
430
Deferred tax recognized in the results
730
433
Deferred tax recognized in the other comprehensive income
(3)
(4)
Total
727
430
Statement of Financial Position
Income statement
Deferred tax liabilities/assets
Deferred tax
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
147
Based on the current legislation (L.2112 / 1920, L.4093 / 2012, L.4336 / 2015 and L.3026 / 1954, L.4194
/ 2013) the benefit received by the employees concerns exclusively and only the amount of one-time
compensation and is given in case of normal retirement.
The amount of the benefit depends on the years of service and the amount of the salary. In the event of
exit due to retirement, the amount of compensation to be paid is equal to 40% of the pensionable salary
and varies depending on the years of service of each employee.
The relevant liability was calculated after an actuarial study on 31/12/2022 and was analyzed as follows:
Employee benefits due to retirement from service
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Balance at beginning
527
478
527
478
Debits - (credits) in the results
47
65
47
65
Debits - (credits) in the statement of total comprehensive income
(14)
(17)
(14)
(17)
Balance at end
560
527
560
527
The main actuarial assumptions used are the following:
31/12/2022
31/12/2021
Discount rate
2.80%
0.60%
Future salary increases
2.50%
2.00%
Inflation
2.80%
1.80%
GROUP
COMPANY
31/12/2022 31/12/2021
Changes in the balance sheet liability
Net Liability to be recorded in the balance sheet at the beginning of the year
527
478
Contributions payable by Employer
-
-
Expenditure to be entered in the income statement
78
87
Benefits paid within the current year by the Employer
(32)
(22)
Amount entered in the OCI
(14)
(17)
Personnel transportation costs
-
-
Net Liability to be recorded in the balance sheet at the end of the year
560
527
Changes in the present value of the liability
Present value of the liability at the beginning of the year
527
478
Interest expense
3
3
Current service cost
59
48
Employee contributions
-
-
Prior service cost
-
20
Cost (result) of Settlements / Curtailments / Special Cases (e.g. Consolidations, Splits,
Terminations)
16
16
Benefits paid within the current year
(32)
(22)
Expenses
-
-
Actuarial (profit) loss on liability
(14)
(17)
Present value of the liability at the end of the year
560
527
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
148
Sensitivity Analysis
The use of a discount rate higher by 0.5% would result in the actuarial liability being lower by 2% while
the exact reverse assumption, i.e. the use of a discount rate lower by 0.5% would result in the actuarial
liability being higher by 2%.
The corresponding sensitivity tests for the expected salary increase, i.e. the use of an expected salary
increase higher by 0.5% would result in the actuarial liability being higher by 2% while the exact reverse
assumption, i.e. the use of an expected salary increase lower by 0.5% would result in the actuarial liability
being lower by 2%.
6.14
Right of Use Assets
The right of use assets of the Group and the Company are analyzed as follows:
Amounts recorded in the Balance Sheet and Income Statement and related analysis
Balance sheet for the year
Present value of the obligation at the end of the year
560
527
Actual value of the plan's assets at the end of the year
-
-
Net Liability to be recorded in the balance sheet at the end of the year
560
527
Income Statement at the end of the year
Current service cost
59
48
Interest expense
3
3
Expected return on the plan's assets
-
-
Prior service cost
-
20
Cost (result) of Settlements / Curtailments / Special Cases (e.g. Consolidations, Splits,
Terminations)
16
16
Expenditure to be entered in the income statement
78
87
Other Comprehensive Income (OCI)
Amount entered in the OCI
(14)
(17)
Actuarial (profit) loss on liability due to financial assumptions
(44)
1
Actuarial (profit) loss on liability due to demographic assumptions
-
-
Actuarial (profit) loss on liability due to evidence
30
(18)
Cumulative amount entered in the OCI
72
86
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
149
The liabilities from leases at the Group and the Company level are analyzed as follows:
6.15 Long-term and short-term loans
The Group’s long-term bank loans are in Euro.
The Group's long-term bank loans are based on variable 3-month and 6-month Euribor rates and on fixed
spreads.
Right-of-Use Assets
GROUP
COMPANY
Buildings
Transport
Means
Total
Buildings
Transport
Means
Total
Balance as at 1 January 2021
434
676
1,110
218
453
671
Additions
351
46
398
0
21
21
Forex differences
4
5
9
0
0
0
Depreciation for the year
(279)
(310)
(590)
(105)
(198)
(303)
Forex differences of depreciation
(1)
(1)
(2)
0
0
0
Book value as at 31 December 2021
509
416
925
113
275
389
Balance as at 1 January 2022
509
416
925
113
275
389
Additions
0
267
267
0
169
169
Forex differences
(2)
(3)
(5)
0
0
0
Depreciation for the year
(286)
(270)
(556)
(105)
(165)
(270)
Forex differences of depreciation
6
2
8
0
0
0
Book value as at 31 December 2022
227
412
640
9
279
288
Lease Liabilities
GROUP
COMPANY
31/12/2022
31/12/2021 31/12/2022
31/12/2021
Short-term Leasing Liabilities
357
568
122
304
Long-term Leasing Liabilities
290
358
167
84
Total Lease Liabilities
648
926
289
388
Leasing liabilities are payable as follows:
Within the year
395
572
134
275
Within the second year
175
326
88
91
From 3 up to 5 years
136
109
91
44
After 5 years
1
0
0
0
Less: Discounting
(59)
(81)
(25)
(21)
Total Lease Liabilities
648
926
289
388
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
150
The Group's short-term borrowing of 819 thousand Euros (based on the exchange rate as of 31/12/2022) is
denominated in the following currencies: Polish zloty (PLN) (value in Euro of 740 thousand) and in Australian
dollar (AUD) (value in Euro of 79 thousand).
The amounts of the long-term loans which are payable within a year starting from the balance sheet date are
recorded as short-term liabilities, whereas the amounts payable at a later stage, are recorded as long-term
ones.
The Group does not possess any loans value at fair. The book values of the Group’s loans are estimated to
approach their fair value and therefore the discount which would be used for the determination of the fair
value is almost equivalent to the interest rates charged to the Group.
Long-term and short-term liabilities from the Group’s and Company’s loans are analyzed as follows:
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Long-term debt
Common bond loans
29,412
13,232
29,412
13,232
Long-term Bank Debt
2,841
2,035
0
0
32,254
15,267
29,412
13,232
Minus part of bond loans payable in the next
period
3,861
2,357
3,861
2,357
Minus part of long-term bank debt payable in
the next period
720
370
0
0
Total long-term debt
27,674
12,540
25,552
10,875
Short-term debt
Bank debt
753
747
0
0
Factoring
66
53
0
0
Short-term portion of bond loans
3,861
2,357
3,861
2,357
Short-term portion of long-term bank debt
720
370
0
0
Total short-term debt
5,400
3,528
3,861
2,357
Total debt
33,073
16,067
29,412
13,232
Maturities of long-term debt
Up to 1 year
4,580
2,727
3,861
2,357
2 - 5 years
19,283
10,379
17,161
8,714
Over 5 years
8,391
2,161
8,391
2,161
Total
32,254
15,267
29,412
13,232
Weighted average interest rate charged on
the results
2.67%
2.47%
2.63%
2.73%
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
151
The ordinary bond loans of the Company are the following:
Α)
On the 24th of December 2018, the Company signed a Common, Paper, Bond Loan Coverage Agreement
through Private Placement, in accordance with the provisions of Law 3156/2003 and Cod. Law 2190/1920,
with a total nominal value of Euro 5,000,000 and covered by the Banking Company under the name
"EUROBANK ERGASIAS SA". Attorney-at-law for payments and Representative of the Bondholders was
designated "EUROBANK ERGASIAS SA".
The proceeds of this non-secured Common Bond Loan was used by the Company, on one hand, by the
amount of 3,250,000 Euros, for the refinancing of existing bank loans and, in particular, for the repayment
of a Bond Issuance of the Company with a balance of 2,250,000 Euros, as well as for a short-term loan
amounting to Euro 1,000,000 and, on the other hand, by the amount of 1,750,000 Euros, in order to cover
its working capital needs.
B) The Company signed on November 17, 2021, a Contract for the Coverage of a Common Bond Loan
through a private placement, in accordance with the provisions of Law 4548/2018 and of Law 3156/2003,
as currently in effect, amounting to 7,000,000 Euros via coverage by "National Bank of Greece SA".
"National Bank of Greece SA" was appointed Power of Attorney and Representative of the Bondholders.
The Company utilized the above loan as follows: (a) an amount of 3,646,000 Euros was channeled into the
refinancing of an existing common bond loan and (b) an amount of 3,354,000 Euros was used by the
Company in order to meet working capital needs of a long-term nature and to further facilitate its business
objectives.
C) On June 9, 2022, the Company signed a Contract for the Coverage of a Common Bond Loan via a private
placement, in accordance with the provisions of Law 4548/2018 and Law 3156/2003, as applicable, with a
total nominal value of 9,000,000 Euros and a duration of seven ( 7) years. The loan was covered by the
Limited Liability Banking Company under the name "ALPHA BANK SOCIETE ANONYME". "ALPHA BANK
SOCIETE ANONYME" was appointed as Payment Agent and Representative of the Bondholders.
The proceeds from the above Common Bond Loan were used by the Company as follows: (a) an amount
of 3,214,000 Euros for the repayment/refinancing of the Company's existing loan to Alpha Bank SA and (b)
an amount of 5,786,000 Euros for the financing of working capital.
D) On November 24, 2022, the Company signed a Contract for the Coverage of a Common Bond Loan, in
accordance with the provisions of Law 4548/2018 and Law 3156/2003, as applicable, with a total nominal
value of twelve million nine hundred and thirteen thousand and two hundred and two Euros (€ 12,913,202).
The above loan was covered in its entirety on November 29, 2022 as follows:
(a) on the one hand, with funds from the Recovery and Resilience Fund, by the amount of eight million
seventy thousand seven hundred and fifty one Euros (€ 8,070,751), and
(b) on the other hand, via "Eurobank Societe Anonyme" by the amount of four million eight hundred forty
two thousand and four hundred fifty one Euros (€ 4,842,451).
"Eurobank Societe Anonyme" was appointed Paying Agent and Representative of the Bondholders.
The proceeds from the above Common Bond Loan were used by the Company to cover its needs along an
envisaged investment plan. The Company was the implementing body of an eligible Investment Plan
amounting to sixteen million one hundred forty one thousand and five hundred and three euros
(€16,141,503), which falls under the Eligible Action "Extroversion" and aims at the capacity increase of the
existing production unit of flexible plastic materials (films), located in Koropi (Tzima location), County of
Attiki, Greece.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
152
The aforementioned common bond loans have been granted from the banks without any guarantee and
the Company has the right to proceed with an early repayment of the above loans without penalty or other
cost. The terms of the above bond loans include the obligation to preserve specific financial ratios of (a)
total debt to equity, and (b) earnings before interest, taxes, depreciation and amortization (EBITDA) to
debit interest and (c) total net debt to EBITDA, (d) bank debt to EBITDA, (e) earnings before interest,
taxes, depreciation and amortization (EBITDA) to net interest plus principal of loans.
The subsidiary company "FLEXOPACK POLSKA Sp. Zo.o", has since 2020 entered into a long-term loan
agreement for an amount of 2.682 million Euros with a banking institution based in Poland, with the aim
of repaying the existing long-term loan to another bank and repaying the short-term loan towards the
Company that the subsidiary had received for the implementation of its investment plan.
Also the subsidiary company "FLEXOPACK POLSKA Sp. Zo.o", in November 2022, entered into an agreement
concerning a long-term loan of 5.070 million Euros with a banking institution based in Poland. The above
loan was utilized by the subsidiary company in order to finance its investment plan with the aim of
increasing its production capacity.
6.16 Other provisions
GROUP
COMPANY
January 1st 2021
520
238
Additional provisions for the year
112
0
Non utlized provisions that have been reversed
0
0
Utilized provisions for the year
0
0
December 31st 2021
633
238
Πρόσθετες προβλέψεις χρήσεως
10
0
Non utlized provisions that have been reversed
-66
0
Utilized provisions for the year
0
0
December 31st 2022
576
238
Analysis of provisions
Provision for other taxes
235
235
Other provisions
342
4
Total
576
238
Analysis of additional provisions for the year
Other provisions
10
0
Total
10
0
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
153
6.17 Suppliers and other liabilities
The Group’s and Company’s balances for the suppliers’ and other related liabilities accounts are analyzed as
follows:
* Concerns liability to an energy supplier due to the difference between the current ADMIE price and the
energy supplier's charges which were made according to the weighted average price of the last 6 months.
6.18 Liabilities from income tax
For fiscal year 2022, the tax is paid in a maximum of eight (8) equal monthly instalments, the first of which
is paid until the last working day of the month following the deadline for submission of the tax declaration.
The remaining seven (7) instalments must also be paid by the last working day of the seven (7) following
months.
Suppliers and other liabilities
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Suppliers
18,952
21,575
17,233
17,216
Energyh provider *
1,314
0
1,314
0
Liabilities to associates
1,938
1,240
1,938
1,240
Checks payable
15
8
15
8
Customer prepayments
430
178
430
178
Sundry creditors
49
51
18
40
Derivative financial instruments
242
430
242
430
Payable employee remuneration
672
603
524
459
Accrued expenses
1,323
1,016
1,065
716
Deferred income
91
0
91
0
Purchases under settlement
36
51
36
30
Social Security Funds
631
515
480
434
Other taxes, other than income tax
1,772
1,267
498
388
Total
27,464
26,935
23,882
21,138
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Income Tax
5,601
2,804
3,300
2,246
Difference of income tax prepayment
625
(463)
839
(385)
Balance of income tax for previous year
472
736
472
736
6,698
3,077
4,611
2,597
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
154
6.19 Turnover
The Group’s and Company’s turnover is analyzed as follows:
6.20 Analysis of Expenses per category
The analysis of the Group’s expenses per category is as follows:
The analysis of the Company’s expenses per category is as follows:
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Income from sale of merchandise
48,103
30,295
16,994
13,469
Income from sale of products
97,559
79,909
97,246
75,111
Income from sale of other inventories
1,377
588
758
902
Income from provision of services
3,973
3,388
5,398
3,684
151,012
114,181
120,395
93,166
GROUP
COMPANY
GROUP
1/1-31/12/2022
1/1-31/12/2021
Expense per Category
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Remuneration & other employee benefits
11,787
2,627
299
3,780
18,493
10,468
2,056
278
3,385
16,187
Third party fees & expenses
629
746
8
1,086
2,468
580
548
7
588
1,723
Third party benefits (energy, insurance,
maintenance etc.)
12,692
1,035
16
348
14,091
7,149
599
26
273
8,047
Taxes - Duties
52
8
1
205
266
52
8
1
174
234
Various expenses (transport, export
expenses, etc.)
1,767
10,168
381
390
12,707
1,720
6,136
240
148
8,244
Depreciations of fixed assets
4,732
188
51
65
5,036
4,851
82
47
64
5,044
Amortization of intangible assets
129
58
177
51
416
121
47
163
46
377
Amortization of rights-of-use
256
187
12
101
556
264
191
12
123
590
Provision for staff indemnity
0
5
0
42
47
0
7
0
59
65
Cost of inventories recognized as an
expense
74,922
0
748
0
75,670
60,629
0
795
0
61,424
Total
106,968
15,022
1,694
6,067
129,751
85,833
9,673
1,569
4,862
101,937
Own-production of assets
(31)
0
0
0
(31)
(40)
0
0
0
(40)
Total
106,936
15,022
1,694
6,067
129,719
85,793
9,673
1,569
4,862
101,897
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
155
6.21 Employee Benefits
The Group’s and Company’s employee benefits are analyzed as follows:
Employed staff as at 31/12/22. Group 496 individuals. Company 342 individuals.
Employed staff as at 31/12/21. Group 457 individuals. Company 322 individuals.
COMPANY
1/1-31/12/2022
1/1-31/12/2021
Expense per Category
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Cost of
Goods
Sold
Distri-
bution
Expenses
R&D
Expenses
Admin-
istrative
Expenses
Total
Remuneration & other employee benefits
8,014
897
299
2,968
12,178
7,365
723
278
2,745
11,110
Third party fees & expenses
353
347
8
435
1,142
358
199
7
265
830
Third party benefits (energy, insurance,
maintenance etc.)
9,982
310
16
269
10,577
5,618
189
26
210
6,042
Taxes - Duties
52
7
1
43
103
52
6
1
44
103
Various expenses (transport, export
expenses, etc.)
924
6,435
381
391
8,131
985
3,884
240
170
5,279
Depreciations of fixed assets
3,424
178
51
61
3,714
3,559
74
47
60
3,741
Amortization of intangible assets
129
58
177
51
416
121
47
163
46
377
Amortization of rights-of-use
52
121
12
85
270
57
127
12
108
303
Provision for staff indemnity
0
5
0
42
47
0
7
0
59
65
Cost of inventories recognized as an
expense
68,957
0
615
0
69,571
55,411
0
674
0
56,085
Total
91,886
8,357
1,560
4,344
106,147
73,525
5,256
1,447
3,708
83,937
Own-production of assets
(25)
0
0
0
(25)
(40)
0
0
0
(40)
Total
91,861
8,357
1,560
4,344
106,122
73,486
5,256
1,447
3,708
83,897
Employee benefits
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Wages and daily wages and benefits
13,180
11,354
7,899
7,099
Social security expenses
2,260
1,994
1,722
1,564
End of service indemnities
35
28
35
28
Other employee benefits
927
964
444
573
Stock options
205
0
205
0
Total
16,608
14,340
10,305
9,263
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
156
6.22 Other Operating Income and Expenses
The Group’s and Company’s other operating income and expenses are analyzed as follows:
6.23 Financial Income and Expenses
The Group’s and Company’s financial income and expenses are analyzed as follows:
Benefits towards Management
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Remuneration of Board of Directors
1,950
1,851
1,946
1,847
Other benefits
165
143
165
143
Stock options
159
0
159
0
Total
2,274
1,994
2,271
1,991
Fees and benefits of executive BoD members
1,822
1,947
1,819
1,944
Fees and benefits of non-executive BoD members
452
47
452
47
Total
2,274
1,994
2,271
1,991
COMPANY
GROUP
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Other income
Amortization of received grants
0
6
0
6
Income from provision of services to affiliated
companies
0
0
136
135
Various indemnities
87
433
8
116
Profit from sale of fixed assets
1
2
1
2
Other income from previous years
0
2
0
2
Other income
72
94
10
32
Total
160
536
155
291
Other expenses
Provisions for expected credit losses
12
44
12
0
Provision for obsolete inventory
143
0
100
0
Losses from sale and/or write-off of assets
0
87
0
0
Expenses from previous years
101
49
81
41
Other expenses
116
97
23
23
Total
372
278
217
64
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
157
6.24 Other Financial Results
The Group’s and Company’s financial results are analyzed as follows:
The basic foreign exchange rates as of 31/12/2022 are the following:
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Financial income
Dividends receivable
100
108
100
108
Other financial income
1
8
1
1
101
115
101
108
Financial expenses
Interest and expenses of bank loans
517
369
439
313
Interest expenses from Leases (IFRS 16
49
53
17
27
Other financial expenses
86
70
56
49
652
492
512
390
GROUP
COMPANY
Other Financial Results
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Foreign exchange differences and profit/(losses) of
foreign exchange future contracts
(2,257)
24
(2,257)
(69)
Foreign exchange differences from valuation of
receivables and liabilities in foreign currency profit /
(losses)
259
342
442
385
Profit / (Losses) from valuation of foreign exchange
future contracts (Note 6.32)
(242)
(430)
(242)
(430)
Total
(2,239)
(64)
(2,056)
(115)
GROUP
COMPANY
Exchange rates versus Euro
(currency units per 1
Euro)
31/12/2022
31/12/2021
US dollar (USD)
1.0666
1.1326
Polish zloty (PLN)
4.6808
4.5969
Australian dollar (AUD)
1.5693
1.5615
Pound sterling (GBP)
0.88693
0.84028
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
158
6.25 Income Tax
The income tax of the Group and the Company is analyzed as follows:
The income tax for the year 2022 has been calculated according to a tax rate of 22%. The corresponding
rate for the year 2021 amounted to the same level, i.e. 22%.
It is noted that the effective final tax rate differs from the nominal. There are several factors influencing
the effective tax rate, the most important of which is the non-tax deduction of certain expenses, the
differences in depreciation rates between the useful lives of the fixed assets and the rates set in the income
tax and the possibility of tax-free rebates and tax- reserves.
The Company in fiscal year 2022 used a tax exemption of Law 3908/2011 amounting to € 62 thousand.
More specifically, on 28/12/2018, was published the Decision No. 141471 / YPE / 6/0003 / C / Ν.3908 / 2011
decision of completion of the Minister of Economy and Development concerning the investment of the
company that had been subject in 2011 to the provisions of the Law .3908 / 2011 in the General Business
Income Tax
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Income Tax
5,601
2,802
3,300
2,246
Deferred tax (Note 6.12)
(803)
(391)
(730)
(433)
Total income tax
4,798
2,411
2,570
1,813
Following, an analysis and reconciliation of the nominal and effective tax rate is presented.
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Earnings before taxes (IFRS)
18,899
12,818
11,745
9,099
Tax Rate
22%
22%
22%
22%
Income tax based on effective tax rate
4,158
2,820
2,584
2,002
Tax corresponding to:
Tax free income
(27)
(42)
(27)
(42)
Subsidiaries' loss for which no deferred tax was
recognized
(330)
(722)
0
0
Proportion of Results by associate companies
(134)
(158)
0
0
Non deductible expenses
179
11
75
44
Adjustment of deferred due to the change in tax rate
0
(130)
0
(130)
Results of subsidiaries taxed with a different tax rate
204
266
0
0
Elimination of intra-company profit
808
427
0
0
Tax exemption Law 3908/2011
(62)
(62)
(62)
(62)
Tax expense in the income statement
4,798
2,411
2,570
1,813
Weighted tax rate
25.38%
18.81%
21.88%
19.92%
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
159
category. The total benefit for the company amounts to € 308,195.72 and is granted in the form of the tax
exemption, which will be distributed equally over 5 years.
6.26 Contingent Receivables - Liabilities
Contingent liabilities are not recognized in the financial statements but are disclosed, unless the probability
of outflow of resources that incorporate financial benefits is minimal.
6.26.1 Information regarding assumed liabilities
There are no litigious claims or differences under dispute of the Company or its subsidiaries as well as
decisions by courts or arbitration bodies that could have a significant impact on the Company’s and Group’s
financial position or operation.
6.26.2 Tax un-audited financial years
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Letters of bank guarantees to third parties for the
account of subsidiaries
1,131
3,370
1,131
3,370
Letters of bank guarantees as insurance for liabilities
0
515
0
515
1,131
3,884
1,131
3,884
GROUP
COMPANY
FLEXOPACK SA
2017-2022
FLEXOPACK POLSKA Sp. Zo.o
2017-2022
FLEXOSYSTEMS Ltd Belgrade
2017-2022
FLEXOPACK INTERNATIONAL LIMITED-CYPRUS
2017-2022
FLEXOPACK PTY LTD
2017-2022
FLEXOPACK PROPERTIES PTY LTD
2017-2022
FLEXOPACK
ΝΖ
LIMITED
2017-2022
FLEXOPACK TRADE AND SERVICES UK LIMITED
2017-2022
FLEXOPACK FRANCE
2018-2022
FLEXOPACK USA, INC.
2020-2022
INOVA SA
2017-2022
VLACHOS BROS S.A.
2017-2022
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
160
In application of the relevant tax provisions : a) paragraph 1 of article 84 of Law 2238/1994 (unaudited
cases concerning income tax), b) paragraph 1 of article 57 of Law 2859/2000 (unaudited cases related to
VAT) and c) paragraph 5 of article 9 of Law 2523/1997 (penalties imposed for income tax cases), the right
of the Greek State to impose any tax with regard to the fiscal years up to 2016 including, has been waived
until 31/12/2022, with the exception of special or extraordinary provisions which may provide for a longer
waiving period and under the respective conditions which these provisions stipulate.
Tax compliance report
With the article 82 §5 of Law 2238/94, beginning from year 2014, and in a later stage with the article 65A
of Law 4174/2013, the Certified Auditors and the auditing firms performing mandatory audits in societe
anonyme companies are obliged to issue a Tax Compliance Report with regard to the application of tax
provisions in tax objects. The particular report is submitted to the audited company and via electronic
means to the Ministry of Finance.
For the years 2011 – 2021, the Company as well as the associate companies INOVA S.A. PLASTICS AND
IRON and VLACHOU BROS S.A. received a relevant Report, without any reservation with regard to the tax
objects which were audited. With the article 56 of Law 4410/3.8.2016 for the years from 1.1.2016, the
issuance of a Tax Compliance Report is no longer mandatory (only optional).
The Company's tax obligations for the tax years beginning from 2017 and up to 2022 have not become
final and irrevocable, since no tax audit has been carried out.
For the fiscal year 2022, the Company and its associate companies have been placed under the above
mentioned tax audit of the Certified Auditors Accountants and from the relevant Tax Compliance Report
which is expected to be granted, it is anticipated that no additional as well as material tax burdens will
emerge.
According to the Ministerial Decision (POL) 1006/05.01.2016, the companies for which a tax certificate
“without reservation” has been issued, are not being excluded from the obligation concerning an ordinary
tax audit from the pertinent tax authorities. As a result, the tax authorities may proceed with their own tax
audit and impose any penalties and additional taxes.
6.26.3 Information regarding contingent receivables
There are no contingent receivables that are of significance to report in the Company’s and Group’s financial
statements.
6.27 Current liens
No collateral or liens are written on the fixed assets of the parent Company.
With regard to the fixed assets of the Group, there is a lien written for a banking institution in Poland,
amounting to 3.0 million Euros, on the production facilities of the Polish subsidiary «FLEXOPACK POLSKA Sp.
Zo.o». The purpose of the lien is to be used as insurance against the repayment of a long-term bank loan, of
2.682 million Euros, granted to the subsidiary.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
161
6.28
Auditors’ fees
The total fees of the legal auditors of the Company and the Group are the following:
The permitted non-audit services provided to the Company and its subsidiaries during the period under
consideration amounted to 16 thousand Euro.
6.29 Transactions with related parties
The company’s transactions with related parties, according to IAS 24, are as follows.
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Audit Fees
143
95
46
45
143
95
46
45
GROUP
COMPANY
1/1/-31/12/2022
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
6,469
10,516
3,564
1,929
FLEXOSYSTEMS Ltd -Belgrade
596
0
151
0
FLEXOPACK PTY LTD- AUSTRALIA
20,606
9
15,141
9
FLEXOPACK TRADE AND SERVICES UK LIMITED
9,803
0
3,710
0
FLEXOPACK IRELAND
649
0
299
0
FLEXOPACK DENMARK
0
0
11
0
FLEXOPACK FRANCE
1,094
0
177
0
FLEXOPACK USA
17,149
0
8,164
0
56,366
10,526
31,216
1,938
Related/Associate Companies
ΙΝΟ
VA SA
392
1
108
0
VLAHOU BROS SA
3,127
335
1,146
159
OTHER RELATED PARTIES
0
136
0
0
3,519
472
1,254
159
Grand Total
59,885
10,998
32,469
2,098
Benefits towards management and executives
1/1/-
31/12/2022
1/1/-
31/12/2021
Transactions and fees of senior executives and members of the management
2,993
2,541
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
129
124
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
162
Notes:
It is also noted:
1. No other transactions related to the Company parties exist according to the provisions of the International
Accounting Standard 24 apart from the above mentioned.
2. No loans or any other credit facilitations have been granted to the Board members or other senior
executives of the Company and their families.
3. With regard to the Company’s natural persons, apart from the above fees, no other transactions exist
between the Company and the particular directors or the members of the Board of Directors.
4. There were no changes in the transactions between the Company and its related parties that could have
a material impact on the Company's financial position and performance for the period 1/1/2022-31/12/2022.
5. The Company has granted the following guarantees and loans in favor of its subsidiary “FLEXOPACK
POLSKA Sp. Zo.o”:
(a) A guarantee towards a banking institution based in Poland for an amount of 831,360 Euros, as insurance
against the repayment of a long-term bank loan, of 2.682 million Euros. The balance of the above loan as of
31.12.2022 had settled at 1.665 million Euros.
(b) A guarantee for a maximum amount of 1.050 million PLN (225,000 Euros approximately) as insurance
against the repayment of a short-term credit line towards the above subsidiary.
6. The Company has also provided a guarantee towards a banking institution in favor of its subsidiary
"FLEXOPACK PTY LTD" based in Australia, with a maximum guarantee amount of approximately 74,000
Euros.
7. The transactions described above have been carried out under normal market conditions and do not
contain any exceptional, favorable or special features, which would make necessary additional analysis per
related party.
8. There is no separate transaction that is assessed as significant, within the meaning of Circular number
45/2011 of the Hellenic Capital Market Commission.
9. The Company's transactions and outstanding balances with subsidiaries have been eliminated from the
consolidated financial statements.
The company's transactions with related parties within the framework of IAS 24 in the previous year 2021
are as follows.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
163
1/1/-31/12/2021
COMPANY
Sales of goods
and services
Purchases of
goods and
services
Receivables
Liabilities
Subsidiaries
FLEXOPACK POLSKA Sp. Zo.o
5,080
8,139
5,421
1,239
FLEXOSYSTEMS Ltd -Belgrade
700
0
125
0
FLEXOPACK PTY LTD- AUSTRALIA
15,398
6
9,743
0
FLEXOPACK TRADE AND SERVICES UK LIMITED
7,269
0
2,973
0
FLEXOPACK IRELAND
0
0
0
0
FLEXOPACK DENMARK
0
0
0
0
FLEXOPACK FRANCE
906
0
218
0
FLEXOPACK USA
10,800
0
3,882
0
FLEXOPACK
ΝΖ
LIMITED
4
0
0
0
40,157
8,145
22,363
1,240
Related/Associate Companies
ΙΝΟ
VA SA
318
2
91
1
VLAHOU BROS SA
3,043
314
1,311
176
OTHER RELATED PARTIES
0
143
0
0
3,361
460
1,402
177
Grand Total
43,518
8,604
23,765
1,417
Benefits towards management and executives
1/1/-
31/12/2021
1/1/-
31/12/2020
Transactions and fees of senior executives and members of the management
2,541
2,195
Receivables from senior executives and management
0
0
Liabilities towards senior executives and management
124
62
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
164
6.30 Earnings per share
Earnings per share are analyzed as follows:
The share capital of the Company consists of 11,795,024 common fully paid shares.
The Company on 31.12.2022 held 96,450 treasury shares, which correspond to 0.82% of the total shares
of the Company. (Note 6.11.2)
Company's transactions with related parties
GROUP
COMPANY
1/1/-
31/12/2022
1/1/-
31/12/2021
1/1/-
31/12/2022
1/1/-
31/12/2021
Sales of goods and services
To subsidiaries
0
0
56,366
40,157
To associates
3,419
3,253
3,419
3,253
3,419
3,253
59,785
43,410
Purchases of goods and services
From subsidiaries
0
0
10,526
8,145
From associates
336
317
336
317
From other related parties
136
143
136
143
472
460
10,998
8,604
Receivables
From subsidiaries
0
0
31,216
22,363
From associates
1,254
1,402
1,254
1,402
1,254
1,402
32,469
23,765
Liabilities
To subsidiaries
0
0
1,938
1,240
To associates
159
177
159
177
To other related parties
0
0
0
0
159
177
2,098
1,417
Income from dividends
From subsidiaries
0
0
0
0
From associates
100
108
100
108
100
108
100
108
Earnings per share
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Earnings after taxes corresponding to shareholders of the parent
(1)
14,102
10,407
9,175
7,286
Weighted number of shares outstanding (2)
11,668.904
11,623.574
11,668.904
11,623.574
Basic earnings per share (Euro per share) (1)/(2)
1.2085
0.8953
0.7863
0.6269
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
165
Adjusted (diluted) earnings per share are calculated by adjusting the weighted average number of ordinary
shares outstanding, with the effects of all potential securities convertible into ordinary shares. The stock
option plan (Note 6.34) is the only category of potential securities convertible into common shares that the
Company currently possesses.
For the purposes of calculating diluted earnings per share, the exercise of options is taken for granted. To
the existing weighted number of shares outstanding, the difference between the number of ordinary shares
deemed to have been issued in the exercise of the rights and the number of ordinary shares that would
have been issued at fair value is added.
The number of ordinary shares that would have been issued at fair value is calculated by dividing the
hypothetical cash proceeds from the stock options by the average market price of the ordinary shares
during the reporting period.
6.31 Dividends
The Annual Ordinary General Meeting of the Company's shareholders, on June 10, 2022, approved the
distribution of a dividend of a total amount of 1,591,006.06 Euros (gross amount), from the profits of the
financial year 2021, that is an amount of 0.136 Euros per share (gross amount), from which the dividend tax
of 5% was withheld and therefore the net amount of the dividend paid amounted to 0.1292 Euros per share.
The Company’s Board of Directors taking into account the results of the year 2022, the broader capital needs
of the Company, as well as the wider financial environment which the Company operates in, intends to propose
to the Annual General Meeting of Shareholders the distribution of a dividend amounting to 1,766,066.10 Euros
(gross amount) or 0.15 Euros per Company share.
As the distribution of the dividend requires the approval of the general meeting of shareholders, no relevant
obligation has been recognized in the financial statements for the year 2022.
6.32 Fair value measurement
Adjusted (diluted) earnings per share
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Earnings after taxes corresponding to shareholders of the parent
(1)
14,102
10,407
9,175
7,286
Weighted average number of shares outstanding
11,668.904
11,623.574
11,668.904
11,623.574
Number of stock options
40.546
94.294
40.546
94.294
Weighted average number of shares for the calculation of
adjusted earnings per share (2)
11,709.449
11,717.868
11,709.449
11,717.868
Adjusted (diluted) earnings per share (Euro per share)
(1)/(2)
1.2043
0.8881
0.7836
0.6218
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
166
The Group and the Company use the following hierarchy to identify and disclose fair values of financial assets
using the following valuation method:
Level 1: fair values are determined by reference to published active money market transactions.
Level 2: fair values are determined using measurement techniques for which all parameters that have a
material impact on the fair value of the asset are supported by observable market prices (directly or
indirectly).
Level 3: fair values are determined using measurement techniques for which the parameters that have a
significant impact on the fair value recorded are not supported by observable market prices.
The table below shows the hierarchy of the fair value of the assets and liabilities of the Group and the
Company.
On 31/12/2022 the Group had futures exchange contracts with expiration dates until 29/12/2023, to hedge
risks related to the exchange rate EUR / GBP, EUR / AUD and EUR / USD.
The fair value of the contracts (liability) was valued on 31/12/2022 at a loss of 242 thousand Euros and
was recorded in the income statement in the account "Other Financial Results".
The fair value of the granted stock options was assessed according to the Black Scholes model and on
31/12/2022 amounted to 363 thousand Euros.
The fair values of the Group's financial assets and liabilities, which consist of cash, receivables from
customers, loans and other receivables, liabilities to suppliers and related liabilities and lease liabilities, do
not differ significantly from their book values, mainly due to of their short-term nature.
The Group's bank loans have a floating interest rate and therefore their fair values do not differ significantly
from their book values.
6.33 Reconciliation of cash flows from financing activities
Based on the amended IAS 7, the reconciliation of debt liabilities between the statement of Financial
Position and the financing activities of the statement of cash flows is presented below:
31/12/2022
31/12/2021
31/12/2022
31/12/2021
Fair Value
Hierarchy
Short-term liabilities
Derivative financial instruments
242
430
242
430
Level 2
Capital reserves
Stock options
363
449
363
449
Level 3
GROUP
COMPANY
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
167
6.34
Stock Option Plan and subsequent share capital increase of the company
According to the terms of the Stock Option Plan, which was established by virtue of the decision of the Board
of Directors dated 19.12.2019, in execution of the decision of the Annual Ordinary General Meeting of the
Company's shareholders dated 29.06.2018, the Company's executives, as determined by virtue of the
relevant decision of the Board of Directors dated 09.01.2020, were invited to submit by 28.12.2021 a
statement of intention to exercise the stock options which in total corresponded to 75,000 new common,
registered shares carrying voting rights of the Company.
After exercising 75,000 stock options (i.e. the entire number of stock options) with an exercise price of 3.00
Euro, the beneficiaries (members of the Board of Directors, Directors and personnel of the Company) paid a
total amount of 225,000, 00 Euros via a bank account held in the name of the Company (Note 6.34) and
THE GROUP
31.12.2021
1/1/-31/12/2022
31.12.2022
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
12,540
23,090
-6,103
-1,853
27,674
Short-term liabilities
3,528
79
-61
1,853
5,400
16,068
23,169
-6,164
0
33,073
THE COMPANY
31.12.2021
1/1/-31/12/2022
31.12.2022
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
10,875
21,913
-5,733
-1,504
25,552
Short-term liabilities
2,357
0
0
1,504
3,861
13,232
21,913
-5,733
0
29,412
THE GROUP
31.12.2020
1/1/-31/12/2021
31.12.2021
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
11,699
7,000
-6,015
-144
12,540
Short-term liabilities
3,300
284
-200
144
3,528
14,999
7,284
-6,215
0
16,067
THE COMPANY
31.12.2020
1/1/-31/12/2021
31.12.2021
Statement of
financial position
Collections
Cash
flow statement
Payments
Cash
flow statement
Transfers
Statement of
financial position
Long-term debt liabilities
9,664
7,000
-5,645
-144
10,875
Short-term liabilities
2,413
0
-200
144
2,357
12,077
7,000
-5,845
0
13,232
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
168
consequently the share capital of the Company was increased by 40,500.00 Euros (whereas the remaining
amount of 184,500 Euros was transferred to the share premium account emerging from the issuance of
shares above par value) via the issuance of 75,000 new common registered shares of the Company carrying
voting rights, and with nominal value of 0.54 Euros per share.
More specifically:
Stock Option Plan
Number of options to be exercised
75,000
Exercise price
3.00 €
Option exercise declaration period
29.03.2022 - 20.04.2022
Payment deadline
29.03.2022 - 20.04.2022
The price of the share on 20.04.2022 amounted to 6.25 Euros.
The balance of the stock option reserve amounting to 244 thousand euros was transferred to the results
carried forward.
The Corporate Transactions Committee of the Athens Exchange, Greece, during its meeting on May 18
th
,
2022, approved the admission to trading on the organized market of the Athens Exchange of the above
75,000 new common registered shares of the Company carrying voting rights.
On May 25
th
, 2022, the trading of the aforementioned 75,000 new shares commenced on the Athens
Exchange.
The above share capital increase of the Company was certified by its Board of Directors on 06.05.2022 and
was registered in the General Commercial Registry (G.E.MI.) on 10.05.2022, through the Companies Division
(Department of Listed Companies) of Ministry of Development and Investments being the competent
Supervisory Authority.
It is noted that, following the above increase, the Company's share capital now amounts to 6,369,312.96
Euros, divided into 11,795,024 common registered shares, with a nominal value of 0.54 Euros per share
(Note 6.11.1).
The evolution of exercise of the Stock Option Plan in accordance with the Company's current Share Allocation
Programs is depicted in the following Table.
6.35 Events after the reporting date of the financial statements
Other than the above, there are no significant events after the reporting date of the financial statements,
which concern either the Group or the Company, and whose disclosure is required by the International
Financial Reporting Standards (IFRS).
Stock Option Plan
Initial balance
Plan
Period of the
plan
Granting date
Maturity date
Exercise period
Exercise price
Options at
beginning of
year
Options
granted
Options
matured
Options subject
to performance
Options
granted but
not matured
Options subject
to retention
Plan 1
19.12.2019-
20.04.2022
09.01.2020
29.3.2022
29.3.2022-
20.4.2022
3 Euro
75,000
-
75,000
-
-
-
Plan 2
17.05.2021-
20.04.2023
24.05.2021
29.3.2023
29.3.2023-
20.04.2023
3 Euro
75,200
-
-
-
75,200
-
Total
150,200
-
75,000
-
75,200
-
During the period
Ending balance
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
169
Koropi, 11/4/2023
THE CHAIRMAN
THE CHIEF EXECUTIVE
THE CHIEF FINANCIAL
THE HEAD
OF THE BOARD
OFFICER
OFFICER
ACCOUNTANT
GEORGIOS S.
STAMATIOS S.
ANASTASIOS A.
ZOIS P.
GINOSATIS
GINOSATIS
LYBEROPOULOS
ZAVERDINOS
ID NO./ΑΕ 153990
ID NO./Σ.500301
ID NO./Χ.094106
ID NO./AZ 032773
REG. NO. 3544/99
REG. NO. 0078997
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
170
CHAPTER 5 : Online availability of financial information
In accordance with the provisions of Decision 12A/889/31.08.2020 of the Board of Directors of the Hellenic
Capital Market Commission, it is hereby notified that the Annual Financial Statements of the Group and the
Company, the Audit Report of the Statutory Auditor and the Management Report of the Board of Directors
of the Company as well as the annual financial statements and the audit certificates of the Statutory Auditor
of the companies included in the consolidated financial statements have been uploaded on the internet at
www.flexopack.com
.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
171
APPENDIX: Report of the Audit Committee for the year 2022
Report of the Activities of the Audit Committee of the Societe Anonyme “FLEXOPACK
PLASTICS SA” for the year 2022
To the Ordinary General Meeting of Shareholders of the Company of the year 2023
Koropi, 11/04/2023
Introduction
Dear Shareholders,
In our capacity as members of the Audit Committee of the Company under the name “FLEXOPACK SOCIÉTÉ
ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY” (hereinafter the "Company"), we submit
the report of the activities of the Audit Committee for the year 2022 (1.1.2022 – 31.12.2022). The report
was prepared in accordance with the provisions of article 44 of Law 4449/2017, as amended by article 74
of Law 4706/2020.
The Audit Committee was elected by the Ordinary General Meeting of Shareholders of 25.06.2021,
constitutes an independent joint committee and consists of three (3) members, of which one (1) member
comes from the independent non-executive members of the Board of Directors and two ( 2) members are
third parties, non-members of the Board of Directors. The Audit Committee consists of the following:
(a) Mr. Dimitris Panagotas, non-member of the Board of Directors (third party), Chairman of the Audit
Committee.
(b) Ms. Aliki Benroubi, independent non-executive Member of the Board of Directors, Member of the Audit
Committee.
(c) Mr. Nikolaos Vlachos, non-member of the Board of Directors (third party), Member of the Audit
Committee.
During the fiscal year 2022, the Committee convened fourteen (14) times and discussed all issues related
to its responsibilities, in the presence of all of its members and decisions were taken unanimously. Key
executives and the external Certified Auditor of the Company participated in those meetings wherever it
was deemed appropriate.
The Committee operated in full compliance with the applicable legislative and regulatory framework as well
as with its operating regulations approved by the Board of Directors.
Purpose and responsibilities
The primary purpose of the Audit Committee is to support the Board of Directors in its tasks related to the
integrity of financial information, the internal control system and the supervision of the mandatory regular
audit of the Company's financial statements.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
172
Within its remit, the Audit Committee:
(a) Informs the Board of Directors of the audited entity about the outcome of the statutory audit and
explains how the statutory audit contributed to the integrity of the financial information and what the role
of the Audit Committee was in that process;
(b) Monitors the financial information process at all stages and make recommendations or proposals to
ensure its integrity;
(c) Monitors the statutory audit of the annual and consolidated financial statements and in particular its
performance;
(d) Monitors and reviews on an ongoing basis the independence of certified public accountants or auditing
firms and in particular the appropriateness of the provision of non-audit services to the audited entity;
(e) Is responsible for the selection process of certified public accountants or audit firms and proposes the
statutory auditors or audit firms to be appointed;
(f) Monitors the effectiveness of the internal control, quality assurance and risk management systems of
the company and, where appropriate, of its Internal Control Department, regarding the financial
information of the audited entity.
Activities of the Audit Committee
The issues the Committee dealt with during the year 2022 by area of field of interest were the following:
A. Mandatory external audit - Financial information procedure
In the field of external control and financial information procedure, the Committee has taken the following
steps:
(a) Was informed by the Chief Financial Officer of the financial statements of the Company and the Group
for the year ended 31 December 2021 and of the principal matters concerning the Financial Management
in the preparation of the financial statements;
(b) Was informed of the accounting principles and policies applicable to the preparation of the financial
statements, as well as of the consolidation basis and measurement methods used for the assets and
liabilities contained in the financial statements;
(c) Reviewed the financial statements of the Company and the Group for the year 2021 (01.01.2021-
31.12.2021) before their approval by the Board of Directors and evaluated these financial statements in
terms of their accuracy and completeness;
(d) Ascertained the reconciliation of the financial statements with the legally binding content and framework
of their preparation and proposed their approval;
(e) Briefed the Board of Directors on the issues arising from the statutory audit, the contribution of the
statutory audit to the quality and integrity of financial information and the role of the Audit Committee in
this procedure;
(f) Verified the compliance with the rules of disclosure of the financial statements, as well as the possibility
of an immediate, permanent and free-of-charge access to this information;
(g) Was briefed by the Certified Public Accountant on the most important issues of the audit for the year
2021, the risks that were assessed as the most important ones and on the available options to deal with
those risks, and was informed about the final draft of the Audit Report for the year ended 31 December
2021,
(h) Received knowledge about the supplementary report of the Certified Public Accountants provided for
in Article 11 of European Union (EU) Regulation 537/2014 on the financial statements of the Company and
the Group;
(i) Submitted a proposal to the Annual Ordinary General Meeting of the Company's Shareholders for the
re-election of the Audit Company under the name "Grant Thornton Societe Anonyme SA" for the
performance of the statutory audits of the annual and semi-annual financial statements for the year 2022,
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
173
(j) Was informed by the Certified Public Accountant regarding the procedure and methodology to be
followed during the audit of the semi-annual and annual financial statements for the year 2022, with the
planning and schedule of the audit, as well as for the particular procedures to be followed,
(k) Confirmed the impartiality, objectivity, independence and integrity of the external auditors in accordance
with the Code of Professional Ethics of the International Federation of Accountants, Regulation (EU)
537/2014 and Law 4449/2017, as well as the non-provision of any external directive, guidance or
recommendation by the Management of the Company,
(l) Was informed by the Certified Public Accountant about the audit approach of the review of the interim
financial statements of the first half of the year 2022 and acquired knowledge with regard to the important
issues of the audit review,
(m) Supervised the correct and timely disclosure to the investors’ community of the relevant corporate
announcements relating to financial information;
(n) Approved the provision of authorized non-audit services by the auditing company "Grant Thornton
Societe Anonyme of Certified Auditors and Business Consultants".
B. Internal control system procedures
In the context of monitoring the effective operation of the Company's internal control system and the
proper operation of the Internal Control Unit, the Committee:
(a) Examined and evaluated the effectiveness and adequacy of the Internal Control Unit's procedures
regarding the Company's financial information, without affecting by any manner its independence;
(b) Monitored the effectiveness of internal control systems through the work of the Internal Control Unit
and the work of the Certified Public Accountant;
(c) Reviewed the management of the Company's main risks by evaluating the methods used by the
Company to identify and monitor the risks, as well as the treatment of the main ones and their proper
disclosure;
(d) Was informed of the annual audit plan of the Internal Control Unit before its implementation and
approved it accordingly;
(e) Was informed of and evaluated the work of the Internal Control Unit and was informed of the reports
of the Head of the Internal Control Unit;
(f) Inspected the proper functioning of the Internal Control Unit in accordance with professional standards
and the applicable legal and regulatory framework in general;
(g) Held meetings with the Internal Controller on issues that may have arisen during the audit process, in
order to ensure the smooth operation of all individual Departments and Divisions of the Company;
(h) Confirmed that the Internal Control Unit had a constant and unhindered access to all the data and
records of the Company, which are necessary for the performance of its duties, as well as to all the
Departments of the Company,
(i) Examined the Rules of Operation of the Internal Control Unit of the Company and its compliance with
the requirements of the applicable regulatory framework.
(j) recommended the selection of the company Grant Thornton SA for the evaluation of the Internal Control
System of the Company and its important subsidiaries, in the context of harmonization and implementation
of Law 4706/2020 and the relevant decisions of the Hellenic Capital Market Commission.
(k) recommended the appointment of an independent evaluator of the internal control system, in
accordance with Law 4706/2020.
(l) was informed by the regulatory compliance officer about the findings, proposals and recommendations
in the framework of the conducted regulatory compliance audit and approved the annual work plan for
2023.
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
174
(m) evaluated, selected and appointed the risk management officer in accordance with the provisions of
Law 4706/2020.
(n) was informed about the 2022 risk management report and approved the annual action plan of the risk
management unit for 2023.
C. Other
(a) approved the content of the information provided to the Company's shareholders during the Annual
Ordinary General Meeting of June 10, 2022 regarding its business activities for the fiscal year 2021
(01.01.2021-31.12.2021),
(b) in cooperation with the Management and in response to the Hellenic Capital Market Commission's letter
with protocol number 2707/09.11.2022 the Company assisted, to the extent and degree that was
appropriate and required, in the preparation of an announcement for the purpose of informing the investor
community regarding the following: the evolution of the Company’s fundamental performance, the business
activities as well as the Company’s prospects for the third quarter (Q3) of the financial year 2022, as well
as the potential impact of the energy crisis and the ongoing war conflict between Russia and Ukraine on
the financial results, the overall performance and the broader course of both the Company and the Group.
Sustainable development policy applied by the Company
In accordance with the provisions of article 44, paragraph 1 of Law 4449/2017, as replaced by the
provisions of article 74, paragraph 4, section 9 of Law 4706/2020, the Audit Committee is obliged to include
in the annual activity report, that is being presented to the ordinary general meeting of shareholders, a
description of the sustainable development policy followed by the Company.
The sustainable development framework that governs the Company is based on the following pillars:
Corporate Governance
The Company adopts the most appropriate corporate governance structures, reporting lines as well as
policies and procedures that support all of its business activities with the aim of protecting and creating
long-term value for its shareholders and other stakeholders. It follows high standards of professional and
ethical conduct and integrates appropriate mechanisms in its operation in order to be able to act in
compliance with the institutional framework.
Market
The Company ensures the full satisfaction of the ever-changing market needs as well as the expectations
of its customers by investing in the development of new products and the upgrading of existing ones. In
principle, the Company serves a policy that calls for the prevention of waste and the extension of the shelf
life of packaged foods. These are fundamental principles along the continuous improvement and
development of its products. In addition, the Company deals fairly and ethically with both its customers
and suppliers.
Human Resources
The Company respects the rights of its people, strictly applies the applicable labor law and provides equal
opportunities to all employees recognizing the right of diversity. It also takes care of the proper functioning
of the work environment according to the principles of transparency, integrity and respect and provides
the necessary training and development opportunities to all its human resources. It also constantly ensures
the health and safety of the workplace, taking appropriate measures to prevent accidents and injuries.
Environment
FLEXOPACK SOCIÉTÉ ANONYME COMMERCIAL AND INDUSTRIAL PLASTICS COMPANY
Annual Financial Report of financial year 2022 (January 1st – December 31st 2022)
Amounts in thousands euro
175
The Company, by focusing on the protection of environment and the mitigation of any impact deriving from
climate change, formulates appropriately its business strategy, takes strict measures which, as far as
possible, extend beyond the typical provisions of the current legislation and sets specific measurable goals.
To achieve the above, the Company continuously invests in the following:

the best available techniques and actions aimed at substantially reducing its environmental footprint,

in research with regard to recycling technologies and the use of recycled transport packaging with the
aim of reducing packaging waste while promoting the recycling and effective utilization of such
materials,

in effective technologies and production procedures with the aim of reducing the energy consumed
during production. The Company also aims at the consumption of energy that is being derived from
renewable energy sources.
Local Community
The Company throughout the spectrum of its activities pursues to build relationships of trust with the local
communities in which it operates and minimize any cases of inconvenience and disturbance. It focuses on
improving the welfare of citizens and people in general in key areas such as health and education. The
Company also makes donations to organizations and charities.
The business decisions taken by the Management are always based on the principles of protection and
safety of the members of the local community. The Company also contributes to the economic development
of local communities in the countries where it operates production plants, being at the same time one of
the largest employers in these regions.
In conclusion, the members of the Audit Committee consider that they have fulfilled their duties and
obligations, as set out in the updated Rules of Procedure of the Audit Committee.
Yours sincerely,
The members of the Audit Committee
The Audit Committee
Dimitrios Panagotas
Aliki Benroubi
Nikolaos Vlachos
Chairman
Member
Member