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Annual Financial Report
According to article 4 of L. 3556/2007
for the financial year from January 1
st
, 2022 to December 31
st
, 2022
(amounts in € thousand unless otherwise mentioned)
MIG HOLDINGS S.A.
El. Venizelou 10, 106 71 Athens, Greece
Tel. +30 210 3504000
General Commercial Reg. Nr. 3467301000
(Societe Anonyme Reg. Nr. 16836/06/B/88/06)
 
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 2
[THIS PAGE HAS DELIBERATELY BEEN LEFT BLANK]
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 3
Table of Contents
A. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS
................................................
6
B. Independents Auditor’s Report
.........................................................................................................................
7
С
. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MIG HOLDINGS S.A.” ON THE
CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE YEAR 2022
...............................
15
D. ANNUAL CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR
ENDED AS AT 31
st
OF DECEMBER 2022
...............................................................................................................
65
CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR 2022
..................................................
66
SEPARATE INCOME STATEMENT FOR THE FINANCIAL YEAR 2022
............................................................
67
CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL
YEAR
2022
..............................................................................................................................................................
68
CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31
st
2022 69
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2022
.....................
70
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2021
.....................
71
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2022
...............................
72
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2021
...............................
72
STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR 2022 (CONSOLIDATED AND SEPARATE) ... 73
1
GENERAL INFORMATION OF THE GROUP
...............................................................................................
75
2
GROUP STRUCTURE AND ACTIVITIES
......................................................................................................
76
3
BASIS OF FINANCIAL STATEMENTS PRESENTATION
............................................................................
78
4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
...........................................................................
82
5
SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS
...............................
100
6
BUSINESS COMBINATIONS AND ACQUISITIONS OF NON-CONTROLLING INTERESTS
..................
102
7
DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED OPERATIONS
...........
102
8
OPERATING SEGMENTS
.............................................................................................................................
105
9
PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS
.......................................................
107
10
GOODWILL
...................................................................................................................................................
110
11
INTANGIBLE ASSETS
..................................................................................................................................
110
12
INVESTMENTS IN SUBSIDIARIES
..............................................................................................................
111
13
OTHER FINANCIAL ASSETS AND OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT
OR LOSS
................................................................................................................................................................
113
14
INVESTMENT PROPERTY
...........................................................................................................................
114
15
OTHER NON-CURRENT ASSETS
................................................................................................................
115
16
TRADE AND OTHER RECEIVABLES
.........................................................................................................
115
17
OTHER CURRENT ASSETS
.........................................................................................................................
116
18
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
..................................................................
116
19
SHARE CAPITAL AND SHARE PREMIUM
.................................................................................................
117
20
OTHER RESERVES AND FAIR VALUE RESERVES
..................................................................................
117
21
EMPLOYEE RETIREMENT BENEFITS OBLIGATIONS
...........................................................................
118
22
BORROWINGS
..............................................................................................................................................
120
23
CHANGES IN LIABILITIES FROM FINANCING ACTIVITIES
.................................................................
123
24
OTHER LONG-TERM LIABILITIES
...........................................................................................................
124
25
SUPPLIERS AND OTHER LIABILITIES
.....................................................................................................
124
26
TAX PAYABLE
..............................................................................................................................................
124
27
OTHER SHORT-TERM LIABILITIES
.........................................................................................................
125
28
SALES
............................................................................................................................................................
125
29
COST OF SALES – ADMINISTRATIVE – DISTRIBUTION EXPENSES
....................................................
125
30
OTHER OPERATING INCOME
....................................................................................................................
126
31
OTHER OPERATING EXPENSES
................................................................................................................
127
                                                
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 4
32
OTHER FINANCIAL RESULTS
....................................................................................................................
127
33
FINANCIAL EXPENSES
...............................................................................................................................
128
34
FINANCIAL INCOME
...................................................................................................................................
128
35
INCOME TAX
................................................................................................................................................
128
36
EARNINGS PER SHARE
...............................................................................................................................
129
37
ANALYSIS OF TAX EFFECTS ON OTHER COMPREHENSIVE INCOME
...............................................
130
38
RELATED PARTIES TRANSACTIONS
........................................................................................................
131
39
CONTINGENT LIABILITIES
.......................................................................................................................
133
40
FAIR VALUE OF FINANCIAL INSTRUMENTS
..........................................................................................
138
41
RISK MANAGEMENT POLICIES
................................................................................................................
140
42
STATEMENT OF FINANCIAL POSITION POST REPORTING DATE EVENTS
......................................
143
43
APPROVAL OF FINANCIAL STATEMENTS
..............................................................................................
147
            
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 5
ABBREVIATIONS
As used in the Financial Statements unless otherwise mentioned:
“Company», “MIG”
refers to “MIG HOLDINGS S.A. (former MARFIN INVESTMENT GROUP HOLDINGS S.A.)”
“Group”
refers to MIG HOLDINGS S.A. and its subsidiaries
ΑΤΗΕΝ
I
ΑΝ ENGINEERING
refers to “ATHENIAN INVESTMENTS HOLDINGS S.A.”
“ATTICA”
refers to “ATTICA HOLDINGS S.A.”
“BVI”
refers to BRITISH VIRGIN ISLANDS
“HYGEIA”
refers to “HYGEIA S.A.”
“MARFIN CAPITAL”
refers to “MARFIN CAPITAL S.A.”
“MIG AVIATION HOLDINGS”
refers to “MIG AVIATION HOLDINGS LTD”
“MIG LEISURE”
refers to “MIG LEISURE LTD”
“MIG REAL ESTATE SERBIA”
refers to “MIG REAL ESTATE (SERBIA) B.V.”
“MIG SHIPPING”
refers to “MIG SHIPPING S.A.”
“RKB”
refers to “JSC ROBNE KUCE BEOGRAD”
“SINGULARLOGIC”
refers to “SINGULARLOGIC S.A.”
“SKYSERV”
refers to “SKYSERV HANDLING S.A.”
“VIVARTIA”
refers to “VIVARTIA HOLDINGS S.A.”
“IFRS”
refers to International Financial Reporting Standards
“CBL”
refers to “Convertible Bond Loan”
“CGU”
refers to “Cash Generating Unit”
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 6
A
. REPRESENTATIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS
The below statements, made in compliance with Article 4, Par. 2 of the Law 3556/2007, as currently
effective, are made by the following representatives of the Company Board of Directors:
1.
Petros Katsoulas, father’s name Spyridon, Chairman of the BoD
2.
Georgios Efstratiadis, father’s name Efstratios, Chief Executive Officer
3.
Stavroula Markouli, father’s name Michalis, Member of the BoD
The following Members who sign the financial statements, under our capacities as Members of the
Board of Directors, specifically appointed for this purpose by the Board of Directors of MIG
HOLDINGS S.A. declare and certify to the best of our knowledge that:
(a) The attached Annual Financial Statements of the company “MIG HOLDINGS S.A.” for the
annual period 01/01-31/12/2022 prepared according to the applicable accounting standards,
present truly and fairly the assets and liabilities, the equity and the financial results of the
Company as well as of the companies included in the consolidation in aggregate, and
(b)
The attached BoD Report provides a true view of the Company’s evolution, performance and
position, as well as of the companies included in the consolidation in aggregate. A description
of the main risks and uncertainties to which they are exposed is also encompassed in the Report.
Athens, March 30, 2023
The designees
The Chairman of the BoD
The Chief
Executive Officer
The Member of the BoD
Petros Katsoulas
Georgios Efstratiadis
Stavroula Markouli
ID No:
Α
K159881
ID No:
Α
P076421
ID No:
Α
B656863
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
B. Independent Auditor’s Report
To the Shareholders of “MIG HOLDINGS S.A.”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of “MIG HOLDINGS
S.A.” (the Company), which comprise the separate and consolidated statements of financial position as
at December 31, 2022, and the separate and consolidated statements of profit or loss and other
comprehensive income, statements of changes in equity and cash flow statements for the year then
ended, including a summary of significant accounting policies and selected explanatory notes to the
financial statements.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the company “MIG HOLDINGS S.A.” and its subsidiaries (the
Group) as at December 31, 2022, the financial performance and cash flows for the year then ended, in
accordance with the International Financial Reporting Standards, 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 Law. 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 remained independent of the Company and its subsidiaries, during the whole period of our audit, in
accordance with the International Ethics Standards Board for Accountants “Code of Ethics for Professional
Accountants (IESBA Code) as incorporated in the Greek Law and we have fulfilled our ethical
responsibilities in accordance with current legislation requirements and the aforementioned Code of
Ethics. 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 judgement, were of most significance in our
audit of the separate and consolidated financial statements of the current year. These matters, as well as
the related risks of significant 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.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Key audit matters
How our audit addressed the key audit
matter
Disposal groups classified as held for sale and discontinued operations
In December 2022, the Company announced that
the Board of Directors accepted the offer it
received regarding the exchange of the common
bond loan and convertible bond loan issued by
the Company (book value € 436.6 mil., nominal
value € 443.8 mil.) for all its direct and indirect
participating interest in the subsidiary company
ATTICA.
On 31/12/2022, the assets and liabilities of
ATTICA group were classified as a disposal
group in accordance with the provisions of IFRS
5 for non-current assets held for sal
e. At the
classification date, the Group and the Company
measured the disposal group items at the lower
of their carrying amount and fair value less cost to
sale. No need to recognize losses in the separate
and /or consolidated financial statements has
arisen from the relevant comparison. Accordingly,
revenue and expenses, profits and losses arising
from ATTICA group are not included in the
Group's results from continuing operations for
01/01-31/12/2022, but are presented separately
in the results from discontinued operations.
Given the significance of ATTICA financial figures
to the separate and consolidated financial
statements, as well as the non-recurring nature of
the
above
transaction,
we
assessed
classification, measurement and presentation of
the non-current assets held
for sale and
discontinued operations as one of the key audit
matters.
The Group’s and Company’s disclosures relating
to the accounting policy, the book values assets
and liabilities of the disposal groups held for sale,
the results and cash flows from discontinued
operations are included in notes 4.19, 4.22 and 7
to the financial statements.
Our audit approach included, among others, the
following procedures:
We reviewed the BoD Minutes, the term sheet
and the other legal documents related to the
tra
nsaction
in
question
and
evaluated
management's assessment regarding the
classification of the assets and liabilities of
ATTICA as non-current assets held for sale.
We examined the measurement of the
disposal group classified as held for sale in
the consolidated financial statements at the
lower of its carrying value and fair value less
cost to sale in accordance with the provisions
of IFRS 5 and the terms of the relevant
transaction documents.
We examined the comparison, that was
performed by the Management to determine
potential impairment, between the carrying
value of the investment in subsidiary company
ATTICA in the separate financial statements
and the fair value less costs to sale.
We evaluated the adequacy of disclosures in
the attached financial statements in relation
with this matter.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Key audit matters
How our audit addressed the key audit
matter
Fair value measurement of investment property
As at December 31, 2022, the Group has
recognized investment property of € 203.7 mil.,
while loss from its fair value readjustment in the
year then ended stands at € 4.7 mil.
Investment properties are recognized initially at
acquisition cost including any transaction costs
and subsequently at fair value. The fair value
assessment of investment properties which has
been assigned by Group’s Management to an
independent appraiser is based on significant
estimates relating among others to the range of
market rentals, the rental adjustment factor and
the discount rate.
Taking into consideration th
e abovementioned
factors and the significance of this item to the
Group’s financial statements, we assessed the
fair value measurement of investment properties
as one of the key audit matters.
The Group’s and Company’s disclosures relating
to the accountin
g policy, judgements and
estimates used for the fair value measurement of
investment properties are included in notes 5.4
14 to the Group’s financial statements.
Our audit approach included, among others, the
following procedures:
We examined Management’s procedures
regarding the fair value measurement of
investment properties.
We
assessed
the
independence,
competence, capability and objectivity of
the independent appraiser assigned by
Management to assess the fair value.
We evaluated the reasonableness of
Management’s
assumptions
and
estimates used for the assessment of the
fair value of investment properties. In
addition,
we
assessed
the
appropriateness of the valuation methods
used.
We tested on a sample basis the
completeness and accuracy of data
pro
vided
by
Management
to
the
independent
appraiser,
including
reconciliation to lease agreements and
market contracts.
For the abovementioned procedures
where it was deemed appropriate, we
used an independent expert.
We
evaluated
the
adequacy
of
disclosure
s in the attached financial
statements in relation with this matter.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Provisions and contingent liabilities from court cases
As at December 31, 2022, the Group and the
Company are involved under their capacity as
defendant in various and complex court cases
during their normal operations.
The recognition and measurement of provisions
and
the
measurement
and
disclosure
of
contingent liabilities related to court cases
includes significant judgements by Management
which take into consideration the estimates of its
legal advisors and as a result we considered this
area as one of the key audit matters. The
estimates relate to the outcome and the possible
financial impact of each case to the Group and
the Company.
The Group’s and Company’s disclosures relating
to the provisions and contingent liabilities are
included in notes 4.16, 5.5 and 39 to the financial
statements.
Our audit approach included, among others, the
following procedures:
We
assessed
Managements
procedures
regarding the collecti
on, monitoring and
assessment of pending court cases and
respective provisions recognized.
We received and evaluated the letters of both
Group’s legal department and external legal
advisors and we discussed with Management
and the legal advisors where necessary.
We evaluated Management’s conclusions
regarding the impact of pending court cases in
both
Group’s
and
Company’s
financial
statements.
We evaluated the adequacy of disclosures in
the attached financial statements in relation to
this matter.
Other Information
Management is responsible for the other information. The other information is included in the Management
Report of the Board of Directors, for which reference is made in the “Report on other Legal and Regulatory
Requirements” and the Representations of the Members of the Board of Directors, but does not include
the financial statements and the auditor’s report thereon.
Our opinion on the separate and consolidated financial statements do 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, 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, we conclude, based on our audit, that there is a
material misstatement therein, we are required to communicate that matter. We have nothing to report,
regarding the aforementioned matter.
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 the IFRSs as adopted by the European Union and for such internal
control as management determines is necessary to enable the preparation of 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 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 there is an
intention to liquidate the Company or the Group or to cease operations, or there is no realistic alternative
but to do so.
The Audit Committee (artic. 44 Law 4449/2017) of the Company is responsible for overseeing the
Company’s financial reporting process.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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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 a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs, as incorporated into the Greek Law, will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, as incorporated into the Greek Law, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s or 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 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 of the
Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate and consolidated 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 the financial information of the entities or
business activities within the Company and the Group to express audit opinions on the separate and
consolidated financial statements. We are responsible for the direction, supervision and performance
of the Group audit. We remain solely responsible for our audit opinion.
We communicate with 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 consolidated financial statements of the periods
under audit and are therefore the key audit matters.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Report on Other Legal and Regulatory Requirements
1.
Management Report of the Board of Directors
Taking into consideration that Management is responsible for the preparation of the Management Report
of the Board of Directors, according to the provisions of paragraph 5 of article 2 of Law 4336/2015 (part
B) we note the following:
a.
The Management Report of the Board of Directors includes a statement of corporate governance
that provides the information required by Article 152 of Law 4548/2018.
b.
In our opinion, the Management Report of the Board of Director’s has been prepared in
accordance with the legal requirements of articles 150-151 and 153-154 and paragraph 1 (c and
d) of Article 152 of the Law 4548/2018 and the content of the report is consistent with the
accompanying separate and consolidated financial statements for the year ended 31 December
2022.
c.
Based on the knowledge we obtained during our audit of the company “MIG HOLDINGS S.A.”
and their environment, we have not identified any material misstatements in the Management
Report of the Board of Directors.
2.
Complementary Report to the Audit Committee
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with
the complementary report to the Company’s Audit Committee in accordance with Article 11 of the
European Union (EU) Regulation 537/2014.
3.
Provision of non-audit Services
We have not provided the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014.
The permitted non-audit services that we have provided to the Company and its subsidiaries during the
financial year that ended 31st December 2022, are disclosed in note 29 to the accompanying separate
and consolidated financial statements.
4.
Auditor’s Appointment
We have been appointed statutory auditors by the Annual General Meeting of the Company on
29/06/2004. Since, we have been appointed as the statutory auditors for a total period of 19 years based
on the decisions of the shareholder’s Annual General Meetings.
5.
Bylaws (Internal Regulation Code)
The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article
14 of Law 4706/2020.
6.
Equity and Relevant Requirements of L. 4548/2018
As mentioned in Note 41.5 of the financial statements, as at 31/12/2022 the total equity of the Company
became lower than half (1/2) of its share capital and therefore para. 4 of article 119 of Law 4548/2018
applies. At the same Note it is mentioned that the Board of Directors convened during FY2023 an
Extraordinary General Meeting, that decided to take appropriate measures so that the provisions of article
119 of Law 4548/2018 are no longer met.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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7.
Assurance Report on European Single Electronic Format
We examined the digital records of the Company “MIG HOLDINGS S.A.” (hereinafter “the Company
and/or the Group), prepared in accordance with the European Single Electronic Format (ESEF) as defined
by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU)
2020/1989 (ESEF Regulation), which comprise the separate and consolidated financial statements of the
Company and the Group for the year ended December 31, 2022, in XHTML, as well as the provided XBRL
(«213800Q5O2WIDKF6SZ42-2022-12-31-en.zip») with the appropriate mark-up, on the aforementioned
consolidated financial statements including other explanatory information (Notes to financial statements).
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the
Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with
Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the
Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia,
the following requirements:
All annual financial reports shall be prepared in XHTML format.
For the consolidated financial statements in accordance with IFRS, financial information included in
the statements of comprehensive income, financial position, changes in equity and cash flows, as well
as the financial information included in other explanatory information shall be marked-up with XBRL
(XBRL ‘tags’ and “‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical
specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical
Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria
for expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2022, in accordance with
the requirements of ESEF Regulatory Framework, and for such internal control as management
determines is necessary to enable the preparation of digital records that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-
02-2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight
Board (HAASOB) and the "Guidelines on the auditors’ engagement and reasonable assurance report on
European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a
regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on
14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate
and the consolidated financial statements of the Company, prepared by the management in accordance
with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code)
issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation
and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017
and EU Regulation 537/2014.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE)
3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our
procedures are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of
assurance, but is not a guarantee that this work will always detect a material misstatement of non-
compliance with the requirements of ESEF Regulation.
© 2023 Grant Thornton Chartered Accountants Management Consultants | 58 Katehaki Av., 115 25, Athens |
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: +30 210 7280000 F: +30 210 7212222 | www.grant-thornton.gr
Conclusion
Based on the procedures performed and the evidence obtained, the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2022, in XHTML format, as
well as the provided XBRL file («213800Q5O2WIDKF6SZ42-2022-12-31-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, 30 March 2023
The Certified Accountant (C.A.)
Pelagia Kaza
Registry Number SOEL 62591
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
15
С
. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS OF “MIG HOLDINGS S.A.”
ON THE CONSOLIDATED AND CORPORATE FINANCIAL STATEMENTS FOR THE
YEAR 2022
The current Annual Report of the Board of Directors pertains to the annual period which ended on
31/12/2022. The Report has been prepared by the Board of Directors in compliance with the relevant
provisions of Law 4548/2018, Law 4706/2020 and Law 3556/2007 (Government Gazette A’
91/30.04.2007) as well as the executive resolutions of the BoD of the Hellenic Capital Market
Commission.
The current Report briefly describes the financial information for the year 2022, the most significant
events that took place (before and after the Financial Statements reporting date) and the prospects
regarding the company MIG HOLDINGS S.A. (hereinafter “MIG”, “The Company”) as well as its
subsidiaries. Moreover, it provides a description of the main risks and uncertainties the Group and
the Company might be facing within 2023 as well as the most significant transactions that took place
between the issuer and its related parties.
1.
FINANCIAL DEVELOPMENTS AND PERFORMANCE DURING THE YEAR 2022
The items of the Statement of Financial Position of ATTICA group in the Financial Statements for
the period ended on 31/12/2022 were classified in the disposal groups held for sale due to the
Company's decision to proceed with the sale of the direct and indirect investment in it (through the
sale of the 100% subsidiary MIG SHIPPING). Profit or loss of ATTICA group, for the period
01/01/2022 - 31/12/2022, as well as for the annual comparative period, are presented in the results
from discontinued operations.
1.1
Consolidated Income Statement
1.1.1
Continuing Operations
Sales:
Sales amounted to € 7.1 m compared to € 12.4 m in the corresponding last year period,
recording a decrease 42.5% which is mainly arising from “Other” and in particular from the subsidiary
company MIG MEDIA, placed under liquidation on 18/03/2022.
EBITDA:
EBITDA amounted to € (0.7) m compared to € (2.7) m for the corresponding last year
period.
Other Financial Results:
Other financial results amounted to profit of € 3.4 m mainly including a
profit of € 5.3 m which arises from amendment/restructuring of the bank loan of the RKB subsidiary
in accordance with IFRS 9, loss amounting to € (4.7) m from impairment of assets and other
extraordinary income amounting to € 2.3 m. It is to be noted that the corresponding item for the
comparative period of 2021 amounted to profit of € 12.0 m and mainly included profit of € 32.9 m
which arises from the amendment/restructuring of the Company's bank borrowing in accordance with
IFRS 9 and a loss of € (21.1) m from the impairment of assets.
Net Financial Expenses:
Net financial expenses amounted to € (24.5) m compared to € (21.3) m in
the corresponding last year
period, recording an increase arising from the increase in interest rates.
Income Tax:
Income tax was nil compared to € (0.06) m for the corresponding last year
period.
Loss after Tax:
Consolidated loss after tax in 2022 amounted to € (22.1) m compared to loss of €
(12.3) m in the corresponding last year
period.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
16
1.1.2
Discontinued Operations
Sales:
Sales amounted to € 530.2 m compared to € 470.5 m in the corresponding last year
period, of
which € 347.9 m concern ATTICA group and € 126.7 m concern VIVARTIA group.
EBITDA:
EBITDA amounted to € 57.7 m compared to € 52.1 m for the corresponding last year
period, of which € 41.9 m concern ATTICA group and € 10.1 m concern VIVARTIA group.
Other Financial Results:
Other financial results amounted to € 29.6 m and mainly concern profit
from hedging part of the fuel price risk by ATTICA group amounting to € 26.6 m, compared to € 13.8
m in corresponding comparative period, of which profit of € 13 m relates to hedging part of the fuel
price risk.
Net Financial Expenses:
Net financial expenses from discontinued operations amounted to € (20) m
compared to € (21.3) m in the corresponding comparative period, of which € (16.0) m concern the
ATTICA group and € (5.2) m concern VIVARTIA group.
Income Tax:
Income tax amounted to income € 0.4 m compared to income € 0.6 m in the
corresponding last year
period.
Profit/(Loss) after Tax:
Results from discontinued operations in 2022 amounted to profit € 16.5 m
which concern ATTICA group and MIG SHIPPING company. It is noted that for the corresponding
comparative period of 2021, results from discontinued operations amounted to loss € (13.3) m and
concern ATTICA group, VIVARTIA group and MIG SHIPPING company.
1.2
Consolidated Statement of Financial Position
Cash, Cash Equivalents, Restricted Deposits and Debt:
The Group's cash, cash equivalents &
restricted deposits as at 31/12/2022 amounted to € 15.3 m and are analyzed as follows: Real Estate
Exploitation € 4.5 m (29.5% of the total), Other € 0.3 m (2.2% of the total) and Financial Services €
10.5 m (68.3% of the total).
The Group's loan obligations on 31/12/2022 amounted to € 528.0 m compared to € 956.8 m on
31/12/2021. The decrease in borrowing compared to 31/12/2021 is mainly due to the fact that on
31/12/2022 the loan obligations of the ATTICA group amounting to € 482.2 m were classified in the
groups held for sale.
MIG Group's loan obligations on 31/12/2022 are analyzed as follows: Real Estate Exploitation € 91.4
m (17.3% of the total) and Financial Services € 436.6 m (82.7% of the total).
Total Equity:
The Group's total Equity on 31/12/2022 amounted to € 89.6 m, of which € 10.8 m
concern the Owners of the Parent Company and € 78.8 m concern Non-Controlling Participations.
Net Cash Flows from Operating Activities (continuing and discontinued operations):
Net
operating flows from continuing operations amounted to € (2.9) m and concern the Company's and
subsidiary RKB's interest payments amounting to € (59.2) m in the corresponding last year
period.
Net operating flows of the comparative period amounted to € (56.0) m concern the payment of the
Company's interest, of which an amount of € 49.7 m concern interest from previous years. Net
operating flows from discontinued operations amounted to € 58.2 m compared to € 12.4 m in the
corresponding last year
period.
Cash Flows from Investing Activities (continuing and discontinued operations):
Cash flows from
investing activities amounted to € 3.5 m concern the subsidiary RKB compared to € 114.7 m in the
corresponding last year
period. Cash flows from investing activities in the comparative period
amounted to € 101.6 m concern the Company which arises from the sale of its holdings in
VIVARTIA
and SINGULAR LOGIC groups, and an amount of € 13.1 m concerns RKB. Cash flows respectively
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
17
related to discontinued operations amounted to € (37.8) m compared to € (51.5) m in the
corresponding last year
period.
Cash Flows from Financing Activities (continuing and discontinued operations):
Cash flows from
financing activities amounted to € (7.3) m concerning payments of loan obligations of the subsidiary
RKB, compared to € (121.3) m for the corresponding comparative period. Cash flows from financing
activities in the comparative period amounted to € (105.9) m and € (15.2) m concerning payments of
loan obligations of the Company and the subsidiary RKB respectively. Cash flows respectively from
discontinued operations amounted to € (13.1) m compared to € 73.3 m in the corresponding last year
period.
1.3
Financial Results per Operating Segment
1.3.1
Real Estate
Sales
of the operating segment in 2022 amounted to € 7.0 m compared to € 6.8 m in the corresponding
last year
period, recording an increase of 3.3%.
EBITDA
amounted to € 2.7 m compared to € 2.8 m in the corresponding comparative period,
recording a decrease of 1.4%.
Profit after tax
amounted to € 0.4 m compared to losses after tax of € (21.7) m in the corresponding
comparative period. It is noted that the results of the fiscal year include a profit of € 5.3 m, which
arises from the amendment /restructuring of RKB's bank borrowing in accordance with IFRS 9, in
addition, both fiscal years include losses from revaluation of investment property at fair value
amounting to € (4.7) m and € (21.1) m respectively.
1.3.2
Financial Services
In 2022,
losses after tax
amounted to € (22.4) m against profit € 9.3 m in the corresponding
comparative period. It is noted that in 2021, results included profit of € 32.9 m which arises from the
amendment/restructuring of the Company's bank borrowing in accordance with IFRS 9.
Net borrowing
on 31/12/2022 amounted to € 426.2 m compared to € 418.3 m on 31/12/2021. The
change is mainly due to the increase in interest rates (EURIBOR) in 2022.
1.3.3
Other
Sales
of the operating segment in 2022 amounted to € 0.08 m compared to € 5.6 m in the
corresponding last year
period. The change is due to the fact that MIG MEDIA company was
liquidated on 18/03/2022.
EBITDA
amounted to € (0.08) m compared to € (0.09) m in the corresponding comparative period.
Losses after tax
amounted to € (0.08) m compared to profit after tax € 0.06 m in the corresponding
comparative period.
2.
VALUE GENERATION AND PERFORMANCE MEASUREMENT FACTORS
In the context of implementing the Guidelines on “Alternative Performance Measures” of the
European Securities and Markets Authority (ESMA/2015/1415el) effective as from July 3
rd
2016
in respect of Alternative Performance Measures (APMs)
The Group uses Alternative Performance Measures (APMs) in the context of decision making
regarding financial, operational and strategic planning as well as for the evaluation and publication
of its performance. APMs facilitate better understanding of financial and operating results of the
Group and its financial position. APMs should always be taken into account in conjunction with the
financial results recorded under IFRSs and should under no circumstances replace them.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
18
EBITDA (Earnings Before Interest Taxes Depreciation & Amortization) -
The ratio adds total
depreciation of tangible assets and amortization of intangible assets to consolidated earnings before
taxes. The higher the ratio, the more efficiently the entity operates.
EBITDA Margin (%):
EBITDA Margin (%) divides the basic earnings before interest, taxes,
depreciation, and amortization by the total turnover.
EBIT (Earnings Before Interest & Taxes):
EBIT calculated as EBITDA less depreciation of
tangible assets and amortization of intangible assets.
EBIT Margin (%):
EBIT Margin divides EBIT by the total turnover.
31/12/2022
31/12/2021
Amounts in € m
Financial
Services
Real
Estate
Other
Total from
continuing
operations
Financial
Services
Real
Estate
Other
Total from
continuing
operations
Revenues (a)
-
7.0
0.1
7.1
-
6.8
5.6
12.4
Operating profit/(loss) -
Ε
BI
Τ
(b)
(3.7)
2.7
(0.1)
(1.0)
(5.7)
2.8
(0.1)
(3.0)
EBIT margin (%) [(b)/(a)]
-
38.7%
-96.3%
-14.4%
-
40.6%
-1.7%
-24.4%
Depreciation charges
0.3
0.0
-
0.3
0.3
0.0
0.0
0.3
Earnings before interest,
taxes, depreciation and
amortization - EBITDA (c)
(3.4)
2.7
(0.1)
(0.7)
(5.4)
2.8
(0.1)
(2.7)
EBITDA margin (%) [(c)/(a)]
-
39.0%
-96.3%
-10.4%
-
40.8%
-1.6%
-21.8%
3.
MOST SIGNIFICANT EVENTS DURING 2022
3.1
Financial Services
MIG
In January 2022, based on the 23/12/2021 decision of the EGM of ATTICA on distribution of
profits of previous years, MIG collected an amount of € 8.6 m from its direct and indirect
investment in ATTICA and - at the same time - paid off an existing loan of € 2.7 m.
The Extraordinary General Meeting of the Company’s Shareholders held on 17/01/2022 decided
on the acquisition by the Company (indirectly, through the 100% subsidiary under the title MIG
REAL ESTATE SERBIA of the minority stake of 16.9% in the subsidiary RKB
in exchange for
three (3) real estate assets owned by RKB with a total value of € 20.5 m, according to the
valuation of the American Appraisal.
The Regular General Meeting of the Company’s Shareholders held on 22/06/2022
elected the
following Board of Directors constituted in compliance with as of
22/06/2022 decision of the
Company’s Board of Directors:
1. Petros Katsoulas, Chairman – Independent Non-Executive Member,
2. Georgios Efstratiadis, CEO – Executive Member,
3. Stavroula Markouli, Executive Member,
4. Loukas Papazoglou, Non-Executive Member,
5. Konstantinos Galiatsos, Independent Non-Executive Member,
6. Stefanos Kapsaskis, Independent Non-Executive Member,
7. Efstratios Hatzigiannis, Independent Non-Executive Member,
It was resolved that the term of office of the new Board of Directors shall be three (3) years, that
is until 22/06/2025, extending automatically until the annual general meeting that will take place
after its expiry.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
19
The Regular General Meeting of the Company’s Shareholders held on 22/06/2022 determined
the nature of the Audit Committee as committee of the Board of Directors, the term of the Audit
Committee as corresponding to that of the Board of Directors, the numbers of its members as
three (3) and the capacities of the members of the Committee to consist of three (3) non executive
members of the Board of Directors, who may be independent by majority or in whole. Messrs
Stefanos Capsaskis, Konstantinos Galiatsos and Efstratios Chatzigiannis were elected as
members of the Audit Committee.
On 22/06/2022, after the constitution of the Board of Directors, the Board of Directors elected
the members of the Nomination and Remuneration Committee as follows: Konstantinos
Galiatsos, Stefanos Capsaskis, and Loukas Papazoglou.
On 11/11/2022, MIG announced that following relevant information received, the entirety of the
bonds a) of the common bond loan issued by the Company on 14/05/2021 for an amount up to €
305 m, with an outstanding balance of € 282.9 m, plus interest, and b) the convertible bond loan
issued by the Company on 31/07/2017 for an amount up to € 425 m, with an outstanding balance
of € 160.8 m, plus interest, were transferred by the original bondholder “PIRAEUS BANK S.A.”
to the company “STRIX Holdings L.P.” that has been established and operating under the laws
of Ireland.
On 13/12/2022, the Company announced that it received a proposal from the company “STRIX
Holdings L.P.” (“STRIX”), bondholder – owner of the entirety of the bonds a) of the common
bond loan issued by the Company on 14/05/2021, with an outstanding balance on 31/12/2022 of
€ 282.9 m, and b) the convertible bond loan issued by the Company on 31/07/2017, with an
outstanding balance on 31/12/2022 of € 160.8 m, for the exchange of the entirety of the bonds
owned by STRIX Holdings L.P. and issued by the Company, for the Company’s total direct and
indirect shareholding in “ATTICA HOLDINGS S.A.” (“ATTICA”), i.e. 22,241,173 shares
representing 10.31% in ATTICA’s share capital, directly owned by the Company, and the entirety
of the shares of the Company’s wholly owned subsidiary “MIG SHIPPING S.A.”, which owns
149,072,510 shares representing 69.07% in ATTICA’s share capital. The terms of the proposal
include a confirmatory legal and financial due diligence in “MIG SHIPPING S.A.", the approval
of any competent competition authority, as required by law, and the granting of an exclusivity
period until 30/06/2023. The Board of Directors at 13/12/2022 meeting accepted the
aforementioned proposal and decided to appoint forthwith a financial advisor that will examine
the fairness of the financial terms of the transaction. Any definite agreement will be submitted
for approval to the General Meeting of the Company’s Shareholders. In case of completion of
the transaction, the Company will proceed to the cancellation of the entirety of its own bonds to
be acquired and as a result, its borrowings amounting to € 443.8 m will be fully and completely
repaid.
3.2
Real Estate
RKB
In 2022, RKB subsidiary sold investment property against a consideration of € 4.7 m. The amount
collected was used to reduce the company's bank borrowing.
In June 2022, the restructuring of RKB's loan with PIRAEUS BANK was completed, which led to the
extension of the loan repayment until 2025, the limitation of financial costs and the write-off of part
of the accrued interest.
3.3
Other
MIG MEDIA
On 18/03/2022 the subsidiary company MIG MEDIA was put under liquidation.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
20
4.
POST REPORTING PERIOD DATE EVENTS
4.1 Financial Services
MIG
Within the first quarter of 2023 the transfer of the stake of RKB from the wholly owned
subsidiary MIG REAL ESTATE SERBIA to MIG was completed, as a result MIG owns directly
the 100% of RKB.
On 16/01/2023, MIG announced
the Extraordinary General Meeting of MIG Shareholders
to
be held on 06/02/2023 and the Re-iterative Extraordinary General Meeting of MIG Shareholders
to be held on 13/02/2023. From the day of publication of the Notice for the General Meeting
(16/01/2023) the documents that were to be submitted to the General Meeting were made
available to the shareholders. The aforementioned documents related
to the issues of the Agenda,
including the summary reports of the financial advisors of
“KPMG Consultants SINGLE
MEMBER S.A.” and “EUROXX SECURITIES S.A.” regarding the review of fair and reasonable
financial terms of the proposed transaction with STRIX (item 1), as well as Draft Decisions -
Commentary of the Board of Directors on every Agenda item.
On 03/02/2023, MIG announced that it has reached a non-binding agreement in principle with
Piraeus Bank for the extension of the loan of subsidiary RKB by 7 further years, i.e. until 2032.
The terms of the agreement are to be finalized following negotiations between the parties.
On 06/02/2023, the Extraordinary General Meeting of MIG Shareholders decided to reduce the
minimum number of the members of the Board of Directors from seven (7) to five (5) and change
the Company’s corporate name from “MARFIN INVESTMENT GROUP HOLDINGS SOCIÉTÉ
ANONYME” into “MIG HOLDINGS SOCIÉTÉ ANONYME”. The General Electronic
Commercial Registry (G.E.MI.) approved the relevant amendments to the Articles of Association
on 10/03/2023. The aforementioned General Meeting also
approved the revised Remuneration
Policy for the Members of the Company's Board of Directors, in accordance with articles 110
and 111 of Law 4548/2018.
On 07/02/2023, “Piraeus Financial Holdings S.A.”
informed the Company that on 06/02/2023
the total percentage of the subsidiary of PIRAEUS BANK S.A. over the total of the Company's
Shares and voting rights stood at approximately 36.2219%, i.e. exceeding the threshold
of 1/3
set in article 7 par. 1, Law 3461/2006. Therefore, Piraeus Financial Holdings S.A. was under
obligation to submit a public proposal for all of the Company's shares based on the provisions of
Law 3461/2006, as applicable, and the corresponding decisions of the Capital Market
Commission.
On 09/02/2023 PIRAEUS BANK S.A. started the procedures regarding
the mandatory Public
Offer and informed the Capital Market Commission and the Board of Directors of the Company,
simultaneously submitting to them a draft of the Prospectus.
On 21/02/2023, the Board of Directors of the Capital Market Commission approved, in
accordance with article 11 par. 4, Law 3461/2006, as effective,
the Prospectus for the mandatory
Public Offer, legally published on 24/02/2023.
According to the Prospectus for the Public Offer, the Public Offer is not subject to any condition,
other than the necessity to receive the required approval of the Competition Commission, notified
on 13/02/2023. Improving
PIRAEUS BANK S.A. investment in the Company is part of its
strategy aimed to achieve synergies from its holdings portfolio and maximize returns for the
benefit of the shareholders of the parent company “Piraeus Financial Holdings S.A.”. In this
context, PIRAEUS BANK S.A.
will not change the business strategy and business objectives of
the Company. The investment in the Company will not affect the Company’s operations in the
capacity of a holding company, as it will continue to do so. The business strategy and the key
business objectives of the Company are to generate
value from Transpiration & Shipping and
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page
21
Real Estate Management segments – a steadily upward profitable performance, maintaining
satisfactory liquidity and appropriate leverage and sound capital structure. PIRAEUS BANK
S.A. intends to support the efforts of the Company's management aimed at generating value from
its powertrains, including the announced actions aimed at fully reducing the Company's
borrowings. PIRAEUS BANK S.A.
does not intend
transfer the Company’s and its subsidiaries’
headquarters abroad. Neither does it intend to change the composition of the Company’s Board
of Directors. After the completion of the Public Offer, PIRAEUS BANK S.A. will not exercise
the Redemption Right, in accordance with article 27 of the Law, and will not take any action
regarding delisting the Company's shares from ATHEX. All the Company’s and its subsidiaries’
employees and
executives will keep their working positions
as the subsidiaries’ as the Bank
does not intend either to change the human resource management policy, or to take any action
that could adversely affect the effective employment relationships, to the extent the existing
market conditions have not undergone
significant changes. The duties and responsibilities of the
employees of the Company and its subsidiaries may be adjusted and/or modified over time, in
any case without adversely affecting the terms of their employment.
On the Public Offer
submission date, the offered consideration was set at € 0.1668 per share in
accordance with article 9 par. 4 of Law 3461/2006. Subsequently, since the Proposer acquired
the Company's shares through the Stock Exchange at a price higher than
€ 0.1668 per share, the
Proposer offered, in accordance with the applicable legislation, an improved consideration of €
0.2170 for each legally and validly offered and transferred share of the Public Offer.
The term of the Public Offer acceptance started on 24/02/2023, at 08:00 am (Greece time) and
will expire on 07/04/2023, at the closing
hours of domestically operating banks, in accordance
with article 18 paragraph 2 of the Law.
On 06/03/2023 the Board of Directors published its Reasoned Opinion regarding the Public
Offer, accompanied by the analytical reports of the Company’s financial advisors “National Bank
of Greece S.A.” and “Euroxx Securities S.A.”.
On 01/03/2023, minority shareholders of the Company, who, acting in concert, represent a total
percentage of 12.99% of the Company’s share capital and voting rights, served to the Company
an
Application for Administrative Audit and Interim Measures and on 07/03/2023 – a new
Application for Interim Measures, with accumulated Requests for the Issuance of a Temporary
Order, as specifically recorded in Note 39.3.
The Re-iterative Extraordinary General Meeting of MIG Shareholders held on 03/03/2023
approved the disposal of MIG's total (direct and indirect) investment in ATTICA to “STRIX
Holdings L.P.” in exchange for
transferring to MIG all its issued bond loans with the present
outstanding balance of € 443.8 m in compliance with article 23, Law 4706/2020.
On 06/03/2023, the Company announced that after the decision was taken by the Extraordinary
General Meeting of its Shareholders, on 05/03/2023 the Company became the recipient of a
request from the shareholder PIRAEUS BANK, to consider, as long as there are no urgent reasons
for the protection of the corporate interest, in view of the officially declared intentions of the
Company's minority competitors to try by any means to challenge the legal decisions of the
General Meeting and the Board of Directors of the Company, in order to protect the validity of
the process and decisions, the possibility of waiting and not proceeding to the completion of the
transfer of the entire (direct and indirect) investment of the Company in ATTICA subsidiary to
STRIX, until the approval of the acquisition of control (from 13/02/2023) over the Company
requested by PIRAEUS BANK is granted by the Competition Commission. Following this
approval, PIRAEUS BANK will become the controller of the Company and the procedure of
Article 99 of Law 4548/2018 may legally apply on a real and not a hypothetical-precautionary
basis, as the competing shareholders are currently requesting without being provided for in the
law.
The Board of Directors of the Company decided on 05/03/2023 having exclusively in mind
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the Company's interest and in order to avoid new pointless legal disputes, to accept the request
of PIRAEUS BANK as per above mentioned.
The General Meeting held on 03/03/2023 decided the following:
Α
) to merge/reduce (reverse
split) the number of shares without altering the Company’s share capital, at the ratio of one (1)
new share for every thirty (30) existing shares via increasing the nominal value of each share
from € 0.10 to € 3.00, B) to reduce the share capital by € 81,424,264.80 through respective
reduction of the nominal value of each share from € 3.00 to € 0.40, for writing off/covering equal
accumulated losses, according to article 29 of Law 4548/2018, and C) to amend respectively
article 5 para. 1 of the Company’s Articles of Association, the approval of which was submitted
to the General Commercial Registry on 28/03/2023. Following the above mentioned, the share
capital will amount to € 12,526,810.00, fully paid, and will be divided into 31,317,025 registered
shares of a nominal value of € 0.40 each.
According to the Piraeus Bank Prospectus for the Public
Offer , in case of completion of the above operations before the end of the Public Offer, an
adjustment will be made to the number of shares that are the subject of the Public Offer, as well
as the consideration offered.
The General Meeting held on 03/03/2023 decided to establish a stock option plan for the members
of the Board of Directors (with the exemption of independent non-executive members, according
to article 9 para. 2(a) of Law 4706/2020) and personnel of the Company, including persons
providing their services to the Company on a regular basis. The rights will refer to new common
voting registered shares to result from a share capital increase of the Company. The total nominal
value of the shares to be issued in case of exercise of the entirety of stock options will not exceed
the amount of six hundred twenty five thousand two hundred euros (€ 625.200,00). Pursuant to
article 35 para. 2 of Law 4548/2018, the exercise price was determined as equal to the nominal
value of the shares resulting following the completion of the reverse split and the share capital
reduction resolved by the same General Meeting, i.e. forty cents (€ 0.40). The duration of the
plan was determined at five years. Moreover, it was resolved to authorize the Board of Directors
to resolve, upon a recommendation of the Nomination and Remuneration Committee, on the
determination of the beneficiaries of the plan within the above mentioned limits and the one-off
or gradual attribution of stock options to them; the specification (and the amendment throughout
the duration of the plan) of the other terms of the plan; and the regulation of any other relevant
issue throughout the duration of the plan within the framework of the resolution of the General
Meeting and pursuant to current legislation.
Following successive acquisitions of the Company's shares through the stock exchange after the
Public Offer submission date, announced in accordance with article 24 par. 2(a) of Law
3461/2006, PIRAEUS BANK S.A. holds, according to the transaction disclosure dated
29/03/2023 according to article 24 of Law 3461/2006, 565,628,413 shares corresponding to
60.2046% of the Company’s total paid-up share capital and total voting rights. Since the approval
of the Hellenic Competition Commission is still pending, the voting rights arising from the above
acquired additional shares of the Company are not currently exercisable, according to the
applicable law.
4.2
Real Estate
RKB
In January 2023, the sale of an investment property of the subsidiary company RKB was completed
against consideration of € 1.1 m.
5.
PROSPECTS – DEVELOPMENTS FOR FY 2023
Year of 2023 will be a milestone year for the Company. The completion of the sale of the direct and
indirect participation in ATTICA will lead the Company, after many year, to a healthy financial
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structure with zero bank borrowing. It is extremely significant in a financial environment
characterized by a significant increase in interest rates, escalating inflationary pressures, turmoil in
financial and capital markets and increasing international geopolitical instability. The above
transaction will allow the elimination of financial expenses, while the profitability arising from it will
significantly strengthen the Company's equity by € 91 m (based on the financial data as of
31/12/2022). In addition, PIRAEUS BANK S.A. has submitted a Public Offer for the acquisition of
100% of the Company's shares.
The objectives for 2023 are focused on the implementation of the Company's investment strategy and
operational strengthening of RKB.
RKB
RKB is one of the largest real estate management companies in Serbia. The value of the real estate
properties amounts to € 203.7 m based on the valuation of AMERICAN APPRAISAL for 2022. RKB
manages 27 commercial properties, an office area of 12,500 sq.m. in Belgrade, while it owns land
plots for development. In 2022, the share capital decrease was completed through offsetting losses.
Regarding the company’s financial results for 2023, revenues and profits before taxes, interest and
depreciation are expected to increase.
The company's policy will focus on the following pillars:
-
Increasing the leased spaces while attracting anchor tenants.
-
Renewing lease relationships expiring within the year on terms more favorable to the
company.
-
Effective management of operating costs.
-
Maintaining sufficient liquidity to cover increased financial expenses and implement the
company's investment plans.
-
Starting to implement new investment projects with the aim of medium-term strengthening of
profitability.
-
Continuing the disposal of selected real estate properties based on their contribution to
financial results in order to reduce bank borrowing and direct additional funds to new
investments.
MIG
The Company's strategy for 2023 will be based on the following pillars:
-
Investing in listed and non-listed companies with the aim of obtaining short-term profits on
the one hand and enhancing profitability in the medium term on the other.
-
Analyzing alternative ways of enhancing its equity value.
-
Active management of the investment in RKB with targeted interventions in matters of
income, expenses, cash management, sales of real estate properties and new investments.
6.
RISK AND UNCERTAINTY FACTORS
Τ
he Company and the Group are exposed to risks pertaining to currencies, financing and interest
rates, credit and liquidity. The Group reviews and periodically assesses its exposure to the risks cited
above on a case by case basis as well as collectively and uses financial instruments to hedge its
exposure to certain risk categories.
Evaluation and assessment of the risks faced by the Company and the Group are conducted by the
Management. The main aim is to monitor and assess all the risks to which the Company and Group
are exposed through their business and investment activities.
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The Group uses several financial instruments and pursues specialized strategies to limit its exposure
to changes in the values of investments that may result from market volatility, including changes in
prevailing interest rates and currency exchange rates.
The risk and uncertainty factors to which the Group and the Company are exposed are analyzed as
follows:
6.1
Currency Risk
Euro is the Group’s functional currency. The Group operates in foreign countries and, therefore, is
exposed to currency risk. This type of risk mainly arises from current or future cash flows in foreign
currency. The largest percentage of MIG’s and the Group’s revenues and expenses are Euro
denominated. Likewise, the largest percentage of the Company’s investments is denominated in Euro.
The Group’s investment in the Serbian RKB is not exposed to significant FX risk since the majority
of its assets (investment properties) are denominated in Euro and the major part of the inflows
associated with these assets is also in Euro.
On 31/12/2022, out of the Group’s total assets and liabilities, € 3.1 m and € 0.7 m respectively were
held in foreign currency. A change in exchange rates by +/-10% would result in an amount of € +/- €
0.3 m recognized before tax in the Income Statement and an amount of € -/+ € 0.3 m recognized in
equity.
6.2
Financing, Interest rate risk
Changes in the international macroeconomic environment affect the course of interest rates. A
potential increase in interest rates increases the debt service costs that the Group maintains its
financing as well as its new terms.
Bank debt constitutes one of the funding sources of the Group’s investments. The Group's borrowing
rate usually consists of a fixed margin plus a floating rate (EURIBOR), which depends directly on
the amount and changes in interest rates. This fact exposes the Group to cash flow risk in case of
increase of EURIBOR. The Group’s policy is to constantly monitor interest rate trends as well as the
duration of its financial needs.
As at 31/12/2022, assets and liabilities of € 15.3 m and € 528.0 m respectively were exposed to interest
rate risk. A change in interest rates by +/- 1% would result in the recognition of - / + € 5.1 m in the
consolidated Income Statement and in Equity.
6.3
Credit Risk
Credit risk is the potentially delayed payment to the Group and the Company of current and future
receivables by counterparties.
Aiming at minimizing credit risk and bad debts, the Group has adopted efficient monitoring
procedures and policies per counterparty based on the counterparty’s credibility.
The Group has set credit limits and specific terms of credit policy for all categories of its
customers. As at 31/12/2022 there is no significant concentration of credit risk in trade and other
receivables, for which sufficient impairment provisions have not been made.
The Group performs transactions only with recognized financial institution of adequate credit
rating in order to minimize the credit risk in its cash available and cash equivalents.
6.4
Liquidity Risk
Prudent liquidity risk management implies cash adequacy as well as the existence and availability of
necessary funding sources. The Group is managing its liquidity requirements on a daily basis through
systematic monitoring its short and long-term financial liabilities and through daily monitoring of the
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payments made. Furthermore, the Group is constantly monitoring the maturity of its receivables and
payables, in order to maintain a balance between capital continuity and flexibility via its bank credit
worthiness.
Maturity of financial liabilities as at 31/12/2022 and 31/12/2021 for the Group and the Company is
analyzed as follows:
THE GROUP
31/12/2022
31/12/2021
Amounts in € '000
Short-term
Long-term
Short-term
Long-term
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Long-term borrowing
2,148
-
535,409
-
73,404
106,505
786,962
-
Lease liabilities
75
79
193
-
893
984
4,135
213
Trade payables
958
-
-
-
40,029
-
-
-
Other short-term-long-term
liabilities
4,749
-
135
-
89,763
-
11,183
-
Short-term borrowing
-
-
-
-
14,897
1,000
-
-
Total
7,930
79
535,737
-
218,986
108,489
802,280
213
THE COMPANY
31/12/2022
31/12/2021
Amounts in € '000
Short-term
Long-term
Short-term
Long-term
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Within 6
months
6 to 12
months
1 to 5
years
More
than 5
years
Long-term borrowing
1,314
-
447,140
-
1,283
-
444,605
-
Lease liabilities
71
74
186
-
68
69
330
-
Other short-term-long-term
liabilities
2,373
-
-
-
4,497
-
-
-
Total
3,758
74
447,326
-
5,848
69
444,935
-
The amounts in the table above reflect contractual non-discounted cash flows, which may differ from
the carrying amount of liabilities at the reporting date.
6.5
Capital management policies and procedures
The Group’s targets in terms of capital management are the following:
to ensure the maintenance of high credit ratings and healthy capital ratios;
to ensure the Group’s ability to continue as a going concern; and
as a holding company, to increase the value of the Company and, consequently, create value for
its shareholders through the value increase of its portfolio companies.
The Group monitors capital in terms of equity, less cash and cash equivalents (see Note 41.5).
7.
TRANSACTIONS WITH RELATED PARTIES
All transactions with related parties are based on the principle of full competition. Please refer to
Note 38 to the Financial Statements for details of these transactions.
8.
NON-FINANCIAL REPORTING
The following section presents non-financial reporting items and information which pertains to
Corporate Social Responsibility actions that are implemented and are published by ATTICA, a
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subsidiary of MIG group (discontinued operation), according to Articles 151 and 154 of Law
4548/2018.
During 2022, the following events took place:
ATTICA group
Responsibility and Sustainable Development (including ESG, Environmental, Social, Governance)
hold a significant position in the ATTICA group’s business model and greatly affect business decision
making. We realize that the way in which we perform our operations and make decisions affect a
wide range of individuals, groups and organizations - our social partners, with whom we keep on-
going contact and communication. In particular, Responsibility and the related actions have
constituted a priority to the Group since 2006, when we actively coordinated developing actions aimed
at benefiting society and social partners.
ATTICA group was the first passenger shipping company worldwide that issued and continues to
issue a Corporate Responsibility Report based on the GRI Standards guidelines of the Global
Reporting Initiative. Through this Report, we are trying to meet the expectations of our social partners
in a two-way communication framework, presenting our progress in respect of the essential areas of
our operations, in line with initiatives and actions, implemented in order to ensure the responsible
operation of the ATTICA group.
In particular, ATTICA group has adopted an integrative approach regarding the Responsibility related
issues, at all the hierarchy levels. The Chief Executive Officer has overall responsibility for
Responsibility and Sustainable Development issues at the Board of Directors level. At Top
Management level, the Chief Administration & Transformation Officer is responsible, while as far as
the coordination level is concerned, the Responsibility Team is in charge of planning, coordinating
and implementing the Strategy for Responsibility and Sustainable Development, while at the same
time cooperating with the other departments for implementation of the Corporate Responsibility and
Sustainable Development Action Plan.
8.1
ESG MODEL
Our main commitment is to operate responsibly throughout our entire business operations and
harmoniously collaborate with our Social Partners in order to generate mutual long-term value. In
this context, we have developed a Sustainable Development Policy that describes our principles
regarding sustainable development and management of social and environmental issues as well as the
governance issues (ESG) regarding 3 main pillars (Governance, Social, Environment) and 5 Units
(Management, Society, Employees, Customers, Environment).
ENVIROMENT PILLAR
Passenger Safety
Society Support
Employment Conditions
Environmental Impact
1.Safety & Security
1.Economic Growth
1.Resources & Employment
1.Air Quality & Climate Change
2.Responsible Communication
2.Society Support
2.Health & Safety
2.Raw Materials & Solid Waste
3.Quality & Satisfaction
3.Responsible Procurement
3.Equality & Diversity
3.Water & Liquid Waste
4.Training & Development
4.Biodiversity & Vessel Rippling
1.Corporate Governance
2.Corporate Responsibility & Sustainability
3.Materiality & Stakeholders
SOCIAL PILLAR
GOVERNANCE PILLAR
Responsible Management
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8.2
STAKEHOLDERS
The way we operate and the decisions we make affect a wide range of individuals, groups, and
organisations known as Stakeholders. The following table summarises the categories of Stakeholders
affected by our operations and the way we maintain ongoing contact and communication with them
to ensure that we generate value for our stakeholders and respond to the most significant issues they
raise.
Stakeholders
Develop dialogue within
continuing operations (unless otherwise specified)
DIRECT
Employees
Survey of employee opinions (annual)
Performance Evaluation (annual)
Events/Meetings
Trainings
Negotiations with the Workers' Unions (through the Association
of Passenger Shipping Companies - APSC)
Corporate Intranet
Shareholders
General Meeting of Shareholders (annual/extraordinary)
Websites
Meetings
Customers
Quality Survey of Coastal Shipping (every 2-3 years)
Quantitative Coastal Shipping Survey (every 2-3 years)
Customer service department
Websites
Satisfaction/Complaint Questionnaires
Social media
Newsletters
Sales Network
Events/Meetings
Information systems
Online portal of travel agents
Websites
Network satisfaction survey (every 2-3 years)
Suppliers
Evaluation of suppliers
Meetings
Contracts
INDIRECT
State
(e.g. Ministries, Local Government,
Public Services, Port Authorities)
Discussion with representatives at national and local level
Meetings/Presentations
Participation in institutions and organizations
Vessels inspections
Official communication
Associations and Unions
(e.g. Industry Associations, Hotel
Associations)
Participation in associations
Meetings/Presentations
Discussion with representatives at national and local level
Official communication
Local Communities
(e.g. islands)
Quality Survey of Coastal Shipping (every 2-3 years)
Quantity Survey of Coastal Shipping (every 2-3 years)
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Meetings/Presentations
Support for local programs
Citizens
Quality Survey of Coastal Shipping (every 2-3 years)
Quantity Survey of Coastal Shipping (every 2-3 years)
Websites
Social media
Non-Governmental Organizations
(NGOs)
Entering into partnerships
Meetings/Presentations
Joint actions
Mass Media (Media)
Press Releases
Press conferences
Websites
8.3
MATERIAL ISSUES
ATTICA group through a materiality study, identifies, evaluates and prioritizes the most significant
issues related to the actual or potential impact its operations can have on each of the aforementioned
focus areas, taking into account, inter alia, the interests of important stakeholders, in order to organize
ESG issues more effectively and manage them in a meaningful and systematic way.
8.4
ΕSG
– EMPHASIS OF MATTER 2022
ENVIRONMENT
We have invested € 21 m in the construction of 3 state-of-the-art Aero Catamaran vessels, launched
in August 2022 on the Saronic routes to replace older technology vessels, thus contributing to the
reduction of the environmental footprint, through lower fuel consumption and reduced gas emissions,
due to the lighter construction material used (carbon-fiber), as well as installing solar panels to meet
lighting and electricity needs of on-board hotel services.
Our flagship program regarding Environmental actions includes activities related to the
decontaminations of seabed and protection of the environment.
Following the first action in Naxos in 2021, in 2022 we implemented 3 corresponding actions:
In Kos, 45 volunteers of ATTICA group and 25 volunteers of Aegean Rebreath organization
and the NGO “NISYRIOS” participated in cleaning the Psalidi beach and the marina near the
Venetian castle of Neratziotissa, in collaboration with the Municipality of Kos and the Port
Fund of Kos.
In Santorini, volunteers of ATTICA group and volunteers of Aegean Rebreath organization
participated in
cleaning the fishing shelter of Vlychada, in collaboration with the Port Fund
of Thira.
In Paros, 59 volunteers of ATTICA group, 7 family members and 28 volunteers of Aegean
Rebreath organization participated in cleaning the fishing shelters in Parikia and Naoussa, in
collaboration with the Municipality of Paros and the support of the diving center H2O Diving
Nomads Paros.
The divers collected from the seabed and sorted out the following items:
2,389 various recyclable items.
2,722 plastics and synthetic polymers.
6.5 sacks of plastic bags.
11 bags with various plastic items.
162 wheel tires and other items made of rubber
269 items of fabric, blankets, rugs and carpets.
1,932 metal objects.
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919 glass/ceramic objects.
5 rope bags.
700 kg nets.
1 boat 4 meters long.
1 recycling bin.
11 bicycles.
1.5 soch with foam.
In addition:
During our action in Santorini, a volunteer employee of ATTICA group informed
approximately 70 children about proper waste management and the benefits of recycling. The
children also participated in a plastic recycling workshop held by Athens Makerspace team.
In Paros, sampling was carried out to detect and collect micro-plastics from Xifara beach, near
Naoussa. In total, the plastic waste collected from the decontamination of the seabeds from
the 3 clean-up actions amounted to 346 kg.
In 2022, we supplied refurbished electronic equipment, with related supplies for offices and
vessels in 2022 including a total of 116 devices and 42 electronic equipment peripherals.
We were the first shipping passenger group in Greece to use biodegradable Seasmiles BIO-
PVC cards, having collected and recycled during the period 2021-2022 over 212,000 plastic
cards, corresponding to approximately 1,256 kg of plastic.
In 2022, the water consumption index is 0.045 m3/passenger, compared to 0.051 m3/passenger
in 2021.
SOCIETY
According to a survey conducted in 2022 in our onshore personnel:
85% of our people agree that our group is trustful.
66% of our people agree that our group respects the balance of personal and professional life.
We re-introduced the Behavioral Based Safety Program based on the behavior assessment for crew
and passengers safety, in which 390 Officers participated in the period 2020-2022.
We implement a certified Occupational Health and Safety Management System according to ISO
45001 Standard, which covers 100% of employees and onshore employees (outsourcing employees).
We implemented interactive e-learning courses for onshore personnel (including newly hired
employees), more specifically:
In Corporate Responsibility issues through the e-learning course “Let's us Think” our
employees strengthen their knowledge, facilitate their thinking and improve their attitude in
relation to Corporate Responsibility. The performance rate of 84.6% of all the exceeds 60%.
In addition, in the period 2020-2022, we conducted the relevant training for 193 Officers and
Captains of our vessels, with 84% of all the participants exceeding 60%.
In the period 2020-2022, in Code of Conduct and Anti-Corruption Regulation with 81.9% and
80.3% respectively of the participants receiving a grade above 70%.
In 2022, in Human Rights and Equal Treatment with 83% and 81% of onshore personnel
participating respectively.
At the same time, we collaborated with specialized companies in the framework of the “Inmarsat
Ferry Open Innovation Challenge: crew training and entertainment” competition to implement digital
solutions in order to improve training and entertainment of marine employees in the following areas:
Training the new crew members.
Training in safety and regulatory issues.
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Training in passenger service.
Entertainment of the crew in their free time.
We provided a total of 101,237 discount tickets, compared to 57,040 in 2021, amounting to over €
2.59 m for athletic, cultural and educational events, benefiting thousands more citizens who
participated in or attended the actions and activities we supported.
We collaborated with AEGEAN REBREATH for the implementation of the environmental conference
“Climate Change and Today's Challenges” in Amorgos, with a total of 38 participants.
We held an information day in Nisyros and an information campaign supporting the candidacy of
Nisyros for inclusion in the “World Geoparks network of UNESCO”.
For the 5th consecutive year, we implemented the initiative “Greek Communities of Italy - A journey
through letters”.
We offered portions of cooked food on a daily basis, throughout the year, to the non-profit
organization FAROS ELPIDAS.
We implemented the “First Aid” program for the 9th consecutive year in collaboration with the
Voluntary Crisis Rescue Team (E.D.O.K.), with First Aid seminars for a total of 82 participants in
Patmos and Koufonisia.
We sent 598 medicines collected by our vessels to island community pharmacies.
We held the 2nd “One Group One Crew” charity football match with the participation of 36 employees
(from offices and vessels), to support the Association of Seafarers' Parents of Children with Special
Needs “ARGO”. In addition, we placed special employee donation collection boxes in the 2 office
buildings, who could also deposit their donations directly into the Association's bank account, as well
as our sailors.
In 2022, we donated surplus hardware and equipment to schools and charities, with related donations
including 12 sets of computers mainly to island schools.
We allocated 13.79% of total procurement spend to small and medium suppliers (up to 50 employees).
We received 128 inspections on our vessels for pandemic protection measures, 49 for food hygiene
and safety and 29 for the implementation of the Smoking Act, with no incidents of non-compliance.
GOVERNANCE
We developed the three-year Strategic Plan ESG 2021-2023 and the quantitative targets for the ESG
2023 level have been included as a target in the official Performance Evaluation of ATTICA group’s
CEO and Key Executives.
We have established a Conflict of Interest Management Framework comprising policies, procedures
and control mechanisms for the prevention, detection and management of existing and potential
conflicts of interest between the BoD members and corporate interests.
We have developed a Complaints and Investigation Procedure to ensure that each Social Partner can
report - by name or anonymously – a potential violation of corporate policies, procedures or
legislation, by mail, in a specifically established e-mail address or by filling in the Reporting Form
to ATTICA group’s Transparency Committee.
According to a survey conducted in our on-shore personnel:
ï‚§
69% of employees agree that our Group systematically addresses ESG issues.
ï‚§
79% of employees agree that our Group does not tolerate incidences of corruption.
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8.5
ESC RESPONSIBILITY & SUSTAINABLE DEVELOPMENT ISSUES
The following key non-financial issues are related to long-term sustainability and are essential to the
Group, our shareholders and our social partners. The most important actions of ATTICA group, taking
into account the expectations of key stakeholders, are presented below as well.
ENVIRONMENT PILLAR
Our key commitment is to incorporate principles of sustainable development into our procedures and
implement environmentally friendly business practices, aiming in minimizing the environmental
impact that inevitably results from our operations. In collaboration with the Lloyds Register, our
Group conduct the strategic planning for decarbonization.
As part of this commitment, we assess the environmental issues we face each year and seek to
minimize their impact on the environment. The most important of such issues are related to air quality
& energy consumption, use of raw materials & solid waste, water consumption & liquid waste.
Air quality and climatic change
We seek to operate responsibly towards the environment and perform our activities in a way that
reduces our environmental impact.
In 2020, the European Council agreed to reduce net greenhouse gas emissions in the countries of the
European Union by at least 55% until 2030, while in 2021 the package of revised legislation “Fit For
55” was approved. The new regulations include the implementation methods of climate commitments
and available financial tools in energy and environmental matters. At the same time, in 2023 the new
IMO regulations for reduction of carbon dioxide emissions from vessels is implemented, thus
presenting challenges for the passenger marine segment worldwide.
In the context of our compliance with the new regulatory framework, we developed and adopted an
Environmental Strategy consisting of 8 key Principles with short-term, medium-term, and long-term
practices and actions.
Environmental Strategy Principles
1.
We adopt a responsible strategy towards the environment, our passengers, our shareholders
and stakeholders in general
2.
We adopt ESG reporting standards to ensure transparency and continuous improvement of our
performance
3.
In the short term, we modify our sailings and reduce our vessel speeds to decrease emissions
and regulatory compliance costs while minimizing the impact on our market share, our
passengers and our shareholders
4.
In the short term, we adopt the most effective Energy Improvement technologies that reduce
our energy consumption and emissions
5.
In the short term, we strengthen our Risk Management practices to address the volatility of
fuel prices and the Carbon Dioxide Emission Rights market
6.
In the medium term, we ensure that both our existing fleet and our newly constructed vessels
have fuel flexibility. Therefore, we invest in supplier partnerships and technology solutions
that can combine both traditional and alternative fuels
7.
In the medium term, we develop the services and products we offer to customers with a greater
emphasis on reducing emissions
8.
In the long term, we invest in Zero Emission Vessels (ZEVs)
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We developed a decarbonization plan with specific actions and objectives until 2030 (such as
installation of energy improvement technologies on vessels, power supply from shore to vessels
during their docking).
We evaluate annually our impact on the environment, through the Environmental Management System
that we apply, which is certified according to ISO14001.
We have certified all of our vessels for the proper and systematic monitoring, recording and disclosure
of carbon dioxide emissions according to the provisions of the European Regulation EU MRV
757/2015.
We completed and at the same time certified the technical files for the energy efficiency of the vessels
on the Adriatic lines, as required by the Energy Efficiency Existing ship Index (EEXI) of the
International Maritime Organization (IMO).
We calculate the greenhouse gas emissions per energy source we use, most of which pertain to fuel
oil (both for shipping fuels and on-board electricity generation) and electricity (for office operations)
in order to identify areas where our environmental impact can be reduced.
We take actions that reduce our impact on gaseous pollutants mainly from the operation of the vessels
engines.
We seek to reduce our impact on the ozone layer applying environmentally friendly refrigerants in
our refrigerators and freezers, as well as through our cooperation with the suppliers that do not use
refrigerants as materials which have a significant effect on the ozone layer.
We strive to reduce noise pollution, since vessel docking and operation can be a potential source of
noise. Indicatively, we ensure the use of machinery and mechanical equipment, which comply with
the required standards on noise levels.
We take action to raise awareness and facilitate active participation of our employees and customers
in protecting the environment.
Climate change risk management
We recognize our responsibility to reduce greenhouse gas emissions. Therefore, we systematically
monitor the risks related to climate change through Risk Registers (which include natural risks, e.g.
extreme weather events, as well as risks from transition, e.g. legislative and regulatory framework,
alternative fuel production and distribution infrastructure) and examine energy saving opportunities
(e.g. through technology, case studies, benchmarking).
Raw Materials and Solid Waste
We recognize that raw materials are not inexhaustible, but finite, and prioritize the use of natural
resources as efficiently as possible. To achieve this, we implement programs to monitor use of
materials, reduce materials used, reuse materials, recycle materials and dispose materials properly.
We have certified our vessels in accordance with the European Ship Recycling Regulation (EU SRR),
controlling the supplies of hazardous materials on our vessels and noting in an inventory list the
points and quantities of hazardous materials, which concern lead batteries on vessels.
We received the Statement of Compliance on Inventory of Hazardous Materials in accordance with
the Hong Kong International Convention for the Safe for the Sale and Environmentally Sound
Recycling, 2009.
As part of our efforts for rational use of natural resources, we implement initiatives to reduce use of
materials, within the context of our efforts for efficient use of natural resources, such as the use of
multi-machines, most of which are recycled and reconstructed, the use of reconstructed electronic
equipment, the efficient use of spare parts and other supplies (such as consumables) etc.
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We take care of the reuse of consumables, where possible.
We recycle materials (such as paper, batteries, toners, electronic equipment, medical equipment and
lubricants), related to our activities and arising from the operation of our offices and vessels, where
possible.
We apply rational management of solid waste and the waste generated by the operation of our vessels.
Water and Liquid Waste
We seek to contribute in the long term to better water management and monitor water consumption
extensively using, among others, seawater on board of vessels after appropriate treatment, perform
only absolutely necessary external cleaning, in case of rain or bad weather and we put special labels
to remind our passengers and employees about the responsible use of water in the accommodation,
hygiene and catering of our vessels Blue Star Ferries, Superfast Ferries and Hellenic Seaways, as well
as in our offices.
We have established a procedure to supply, manage safely and sample drinking water, in order to
ensure the quality of water used and consumed onboard our vessels.
We have equipped all our vessels with ‘Shipboard Oil Pollution Emergency Plan’ (SOPEP) to
effectively respond to any pollution incident or risk of pollution, which may arise during the vessel’s
fuel supply or due to an accident (e.g. collision, grounding).
We rationally manage liquid waste. Our vessels have Sewage Pollution Prevention Certificate in
accordance with the provisions of Law 1269/82 and Presidential Decree 400/96.
We properly manage liquid waste, as we regularly monitor operation of wastewater treatment
systems, deliver all liquid waste from our vessels to licensed contractors within ports, comply
with relevant regulations regarding bilge and ballast water management and have equipped
our vessels with certified wastewater treatment systems regarding discharge parameters
(coliforms and total suspended solids) and we deliver liquid waste to appropriate reception
facilities of licensed contractors within ports.
We recognize the importance of marine biodiversity and our obligation to reduce the risk of
disrupting it and we are taking action to protect it.
We comply with legislation and adhere to the cruising speed limits defined by the relevant provisions,
in order to minimize the respective impact as vessel navigation while approaching or exiting ports
inevitably creates rippling.
SOCIETY PILLAR
Society
We commit to combine our business success with our country’s and partners’ development, as well
as support local communities affected by our operations, in order to contribute substantially in the
improvement of our society in general. In particular:
We contribute through our business operation in generating significant economic value for
our social partners, while we transport food products and materials to islands, in order to
develop local economies and tourism.
We seek to create and maintain working positions, as well as develop the professional skills
of our employees.
We identify, determine and support needs of local communities through various means, social
actions and social support programs.
We plan and implement or support social actions, in the context of our social contribution.
We cultivate the concept of contribution and voluntary offer among our employees.
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We place special emphasis on our educational contribution and support the professional
development of young people.
We recognize, manage and reduce potential or actual negative effects that our operations may
have to local communities where we operate.
We give priority to domestic suppliers.
As our suppliers influence our responsible operation, we fully acknowledge our moral
obligation to positively influence our supply chain and promote the principles of responsible
operation to our suppliers.
To implement the principles of responsible operation throughout our supply chain, we have
developed a Code of Conduct for Suppliers/Partners as well as a single Procurement Process,
which defines responsibilities of our suppliers and partners, and establishes supplier selection
criteria for products and services.
Employees
We cultivate among our employees a working environment of respect, equality, security and
meritocracy. Furthermore, we offer training opportunities to provide the best possible working
conditions and professional development. In particular:
-
We recognize that our business success is directly associated to our employees, therefore we
strive to create job positions, as well as reduce unemployment. Our activity also supports
indirectly hundreds of job positions throughout our value chain and the passenger shipping
industry in general.
-
We recognize the importance to establish proper living conditions for our onshore employees
and their relation with a safe work environment and the crew’s psychology.
-
We are committed to create a safe work environment for our onshore and offshore office
employees regarding health and safety issues.
-
We take care of the balance between personal and professional life.
-
We monitor our employees’ opinion as our goal is to establish a unified culture, inextricably
related to our Vision and Values, as well as to create a work environment which supports our
employees and promotes open communication.
-
We are committed to equal treatment of our employees, as well as to basing their professional
development exclusively on their performance and skills.
-
We respect the International Principles of Human Rights and reject child labor, forced and
abusive labor.
-
We promote respect among our employees and ensure that we maintain a work environment
that respects, promotes, ensures human dignity and has zero tolerance for any kind of violence
and harassment at work, including gender-based violence and sexual harassment.
-
We respect the right of employees to freedom of association and participate in employee
unions.
-
We ensure the confidentiality of information concerning the personal data of employees.
-
We implement a fair and transparent system of remuneration, as well as additional benefits,
aiming to attract human resources of high level.
-
We seek to ensure professional development of our employees, as well as their training
through the development of an annual Training Program.
-
We implement a Performance Appraisal System for our onshore and offshore employees, in
order to identify their strengths and areas for improvement.
Passengers
We are committed to offering the best possible travel experience to our customers and respond as best
we can to their needs and expectations during their journey. For this reason:
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We guard the safety of our passengers on-board, offer safe products and services and implement
measures ensuring hygiene and safety of food as well as our hotel services.
We implement
measures to ensure the safety of our passengers personal belongings.
We strive to ensure protection of our customers’ personal data, in order to establish solid and
concrete trust relationships.
We responsibly advertise our products and services and aim to ensure our communication material
is fair, legal, sincere, corresponds to reality, does not display or promote stereotypes and respects
people’s diversity.
We ensure prompt communication and strive to promptly inform our customers in case of
cancellations or delays in scheduled routes, in order to minimize their potential discomfort.
We apply equal treatment policy towards all customers and behave with caution and care during
our transactions with vulnerable social groups.
We strive to develop new innovative solutions for the benefit of our passengers, in order to
continuously improve the quality of the rendered services.
In 2011 we established the Loyalty and Reward program seasmiles, which provides members with
exclusive benefits, gifts, special offers and high quality services.
Since we recognize the significance of our operations and our responsibility for rendering reliable
customer service, we have generated mechanisms, through which the customers can submit
comments and complaints to monitor our customers satisfaction.
GOVERNANCE PILLAR
ATTICA group management places great emphasis on issues of Responsibility & Sustainable
Development, as it commits to adopt responsible policies and practices in its operations and to
harmoniously cooperate with the Stakeholders, in order to create mutual long-term value. In particular
in ATTICA group:
We operate based on best Corporate Governance practices and have adopted
the Hellenic
Corporate Governance Code.
We have developed Remuneration Policy, as well as the BoD members Eligibility Policy.
We prevent conflicts of interest and have developed a Conflict of Interest Management
Framework in order to prevent, identify and address existing and potential conflicts of interest
between the BoD
members and corporate interests.
We
established the Procedure for Disclosure of Dependency Relations
of the Independent
Non-Executive Members of the Board of Directors.
We apply internal control and risk management systems.
We ensure our business continuity, having developed a comprehensive Business Continuity
Plan for the continuation of our operation.
We Implement a certified Information Security Management System at our Data Center in
accordance with the international standard ISO 27001:2013, which defines the requirements
for implementation, maintenance and continuous improvement of information security
management systems.
We follow fair competition rules.
We are active members in institutions and organizations
(INTERFERRY, Greek Shipowners
Association for Passenger Ships (SEEN), Hellenic Chamber of Shipping (HCS).
We have set up organizational structures to manage responsible operations and collect data to
evaluate our performance.
We have developed
Sustainable Development Policy that outlines our principles regarding
sustainable development and management of social, environmental and governance issues
(ESG).
We apply certified business Management Systems.
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We have compiled a Framework for Responsibility and Sustainable Development, arising from
internal analysis and dialogue with the Social Partners, in order to organize more effectively
the issues of responsible operation and manage them in a meaningful and systematic way.
We recognize
that social partners need greater transparency and evaluation of our
performance and focus on presenting as many quantitative indicators and targets as possible
in the Annual Corporate Responsibility Report.
Addressing ethics, transparency and corruption issues
We apply the Code of Ethics & Professional Conduct, which includes the acceptance of the 10
Principles of the United Nations Global Compact, and has been communicated to all our of our
onshore employees.
We have prepared and put in place the Employee Guidebook which we disclosed to all of our offshore
employees.
We respect the International Human Rights Principles contained in, inter alia, the International
Declaration of Human Rights and the ten principles of the UN Global Compact, to which we are a
signatory, as well as in the Maritime Labor Convention (MLC), to which we have acceded and we
monitor its correct implementation.
We have signed the European Enterprise Manifesto 2020, part of the joint initiative “Enterprise 2020”
of the Hellenic Network for Corporate Social Responsibility (CSR Hellas), the European Business
Network for Corporate Social Responsibility (CSR Europe) and 42 CSR Networks across Europe.
The Manifesto promotes cooperation and initiatives in three strategic areas:
Enhance employability and social inclusion.
Promote new sustainable production and consumption methods, as well as improve living
conditions.
Increase transparency and respect for human rights.
We have developed Investment Ethics Code undertaking the relevant commitments (e.g. integrity in
business relationships, due diligence analysis of human rights, labor rights and environmental legal
compliance) and invest in organizations that meet the defined criteria.
We apply the Anti-Corruption Regulation, which includes the basic practices of professional integrity
and business ethics.
Within the context of our efforts to combat and eradicate corruption, we have accepted and signed
the UN Global Compact’s ‘Call for Action’ initiative and commit to implement policies and practices
to effectively tackle corruption incidents.
We have developed a Whistleblowing Procedure, to ensure that every Social Partner can report - by
name or anonymously – a potential violation of corporate policies, procedures or legislation. All the
complaints are collected and processed by ATTICA group’s Transparency Committee with
confidentiality regarding the collection and processing of personal data.
RISKS RELATED TO SUSTAINABLE DEVELOPMENT ISSUES
The modern business environment is characterized by various risks: financial and non-financial. Non-
financial risks, related to sustainable development issues, pertain to ATTICA group's operations and
constitute a component of the broader framework of the annual monitoring, evaluation and
management of the Group's risks. These risks are identified, recorded, evaluated and prioritized in
order to minimize the potential adverse effects that may occur. In addition, they are included in the
Risk Register prepared by the Group on an annual basis to ensure that the risks are systematically
monitored and the decisions are made on how to manage them.
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NON-FINANCIAL PERFORMANCE INDICATORS 2022
The following table indicatively presents ATTICA group key non-financial performance indicators
for the fiscal year 2022. All the non-financial performance indicators of the group in 2022 recorded
in the annually issued Corporate Responsibility Report, based on the Global Reporting guidelines
Initiative Standards.
Non
-financial Performance Indicators
2022
2021
Social contribution (€)
2.78 m
1.6 m
Acquisition costs regarding domestic suppliers (%)
87.32%
87.28%
Training hours (hours)
8,948.50
10,188
Loyalty & Rewards
Program Members (number)
555,566
474,924
Energy Consumption (GJ)
13,070,634
11,403,949
The ATTICA group's performance in ESG matters will be presented analytically in ATTICA group’s
Corporate Responsibility Report 2022.
All the Corporate Responsibility Reports published so far are available on the ATTICA group’s
website.
8.6
DISCLOSURES UNDER ARTICLE 8 OF TAXONOMY REGULATION (EU 2020/852)
Introduction
In the present report, the Group aims to present a detailed analysis of the EU Taxonomy KPIs pursuant
to art.8, R.2020/852/EU as well as supplementary information to illustrate such calculations.
According to the current legislative framework, the obligation of businesses concerns the evaluation
of their activities based on the respective technical screening criteria. Alignment with the said criteria
is not an obligation for businesses under the EU Taxonomy framework. MIG has assessed its eligible
activities with the respective technical screening criteria based on the current interpretation resulting
from legislation as well as the guidelines and related clarifications issued by the EC up to the time of
publication of this report. However, the relevant directives leave room for interpretation and are
constantly evolving to adapt to the needs of the process and the Union's climate goals.
The intention of the EU to gradually tighten the criteria to keep pace with its environmental goals is
part of the framework. Therefore, potential alignment of the economic activities of the enterprises
with the Taxonomy based on the current criteria does not ensure their future alignment. The Group
monitors the developments and will adjust its approach accordingly in terms of the assumptions and
the methodology applied in order to report the required information in a clear and sensible manner.
Environmentally Sustainable Activities
In order to characterize an activity as environmentally sustainable in accordance with the Taxonomy
Regulation (art.3, R.2020/852/EU), the following criteria will have to be met for each of the eligible
activities:
The activity contributes substantially to one or more of the environmental objectives set out in
the Taxonomy framework
The activity does not significantly harm any of the remaining environmental objectives
The activity is carried out in compliance with the minimum safeguards
The activity complies with technical screening criteria
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At the time of publication of this report, the only technical screening criteria adopted under the
Taxonomy relate to the first two objectives (Mitigation of climate change & Adaptation to climate
change). For these two objectives, the European Union has established specific technical control
criteria in accordance with the Climate Delegated Act (2021/2139/EU) as well as the Climate
Supplementary Act (2022/1214/EU). These criteria will be used for the first assessment of the
alignment of the Group's financial activities for 2022.
Activities contributing substantially to the Transition to a climate-neutral economy
In the context of the 1
st
environmental objective of the Taxonomy for the achievement of Climate
Change Mitigation, the legislation distinguishes certain subcategories of activities, among which are
the activities that “support the transition” alternatively termed “transitional activities” as defined in
art.10, para.2 of the EU Taxonomy Regulation (2020/852). Specifically, the framework of the
Taxonomy includes the possibility that for some activities it is not practically feasible (for economic
and/or technological reasons) to operate with zero greenhouse gas emissions at the moment. However,
as not all criteria in all activities are linked to GHG emissions, activities that meet some criteria and
therefore qualify as “aligned” despite their perhaps significant emission levels, are categorized in the
sub-category “transitional activities”. This category includes three possible cases of activities as
shown below:
1.
Activities that have greenhouse gas emission levels that correspond to the best performance in the
sector or industry;
2.
Activities that do not hamper the development and deployment of low-carbon alternatives and
3.
Activities that do not lead to a lock-in of carbon-intensive assets, considering the economic
lifetime of those assets.
The activities relating to sea transport of freight and passengers (6.10, 6.11) belong in the above-
mentioned categories and depending on the actual criteria that they fulfill can potentially be
characterized as either “sustainable” or “transitional”. In any case, the said status is illustrated in the
KPI calculation tables with special indicators in the last columns.
Alignment with the criteria is continuously monitored, relevant data is published on an annual basis
and included in the non-financial section of the annual financial statements. As part of this process,
the Group publishes in the following section the key performance indicators associated with its
activities eligible for Taxonomy purposes for the financial year 2022. The detailed presentation of
the indicators (KPI) can be found in the respective tables at the end of this section.
Group Activities
The Group is actively involved in a wide variety of sectors through the activities of its subsidiaries.
Specifically, through ATTICA group it offers sea and coastal passenger and freight water transport
services, while through JSC ROBNE KUCE BEOGRAD (“RKB”) it acquires and invests in real estate.
In 2022, the Group examined its performance within the Taxonomy framework on the basis of the
following economic activities:
6.10 – Sea and coastal freight water transport
6.11 – Sea and coastal passenger water transport
7.7 – Acquisition and ownership of buildings
6.10 – Sea and coastal freight water transport
Taxonomy activity description:
This activity consists of the purchase, financing, chartering (with or without crew) and operation of
vessels designed and equipped for transport of freight or for the combined transport of freight and
passengers on sea or coastal waters, whether scheduled or not. Moreover, the activity includes the
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purchase, financing, renting and operation of vessels required for port operations and auxiliary
activities, such as tugboats, mooring vessels, pilot vessels, salvage vessels and ice-breakers.
Eligible MIG activity description:
The Group, through its subsidiary ATTICA group, offers services
regarding freight transport, owning and operating a (1) ro-ro vessel, as well as twenty (20)
conventional ro-pax ferries which are utilized in the transfer of both passengers as well freight.
6.11 – Sea and coastal passenger water transport
Taxonomy activity description:
This activity consists of the purchase, financing, chartering (with or without crew) and operation of
vessels designed and equipped for performing passenger transport, on sea or coastal waters, whether
scheduled or not. The economic activities in this category include operation of ferries, water taxies
and excursions, cruise or sightseeing boats.
Eligible MIG activity description:
The Group, through its subsidiary ATTICA group, operates
thirty-three (33) vessels, out of which thirty-two (32) are employed in passenger transport and more
specifically, twenty (20) of which are conventional Ro-Pax ferries and twelve (12) high-speed vessels.
The fleet sails in Greece (Cyclades, Dodecanese, Crete, North-East Aegean, Saronic Gulf and
Sporades) as well as in International routes. On an annual basis, the fleet operates in 2 countries,
connecting 62 unique destinations and serving over 13,000 sailings annually, traveling for
approximately 2.2 m miles.
7.7 – Acquisition and ownership of buildings
Taxonomy activity description:
This activity consists of the purchase of real estate and exercising ownership of that real estate.
Eligible MIG activity description:
The Group, through its subsidiary RKB owns a large number of
properties in Serbia. Specifically, the total area of the Company's portfolio amounts to approximately
213k sq.m. and includes 1 business center and 27 department stores throughout the country, of which
8 are located in Belgrade.
Assessment of compliance with the
Taxonomy Regulation (2020/852/ΕU) and the technical
screening criteria (2021/2139/ΕU)
As RKB's activity takes place exclusively outside of EU territory, the equation of the technical criteria
for the energy efficiency of buildings cannot be ascertained at this time. Therefore, the Group for the
fiscal year 2022 considered the activity in question to be eligible under EU Taxonomy rules.
Regarding the two economic activities of ATTICA group, since they follow near identical technical
screening criteria, assessment for the activities’ compliance will be presented jointly. A key element
of the criteria for the climate objectives of Mitigation and Adaptation is the assessment of physical
climate risks and vulnerability related to and affecting the activities in question. The Group is already
in the process of this assessment according to the relevant criteria and official clarifications, which
is both lengthy and thorough. Therefore, as this process is expected to be completed after the
publication of the financial statements, the Group's activities in 2022 were deemed eligible.
Minimum Safeguards
The Group demonstrates due diligence to avoid any adverse effects and fully complies with human
and labor rights standards as described in the OECD Guidelines and the United Nations Guiding
Principles.
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MIG Group Corporate responsibility
The Group operates and develops aiming to generate added value for shareholders and employees,
operating for the benefit of its partners and local communities and at the same time reducing where
feasible its environmental footprint. Organizational structure has been created in the Group for the
effective management of Corporate responsibility issues which is also important for collecting the
necessary data for the evaluation of its performance, both internally and by its stakeholders.
OECD Guidelines for Multinational Enterprises
The Group is operating according to its Principles and the Regulation of Personal Conduct and
Business Ethics, which has been developed considering the OECD Guidelines for Multinational
Enterprises. The Group Regulation of Personal Conduct and Business Ethics reflects the Company’s
commitment to the 10 Principles of United nations Global Compact.
In 2020, the Regulation of Professional Conduct & Business Ethics was revised and includes our
principles and commitments regarding responsible operation towards Society, including the
commitment to recognize, manage and reduce potential or actual negative impacts to local
communities where we operate due to our operations.
Respecting Human and Labor Rights
The Group respects the International Principles on Human Rights included, inter alia, in our
Regulation of Professional Conduct & Business Ethics, in the Universal Declaration of Human Rights
and the ten principles of the UN Global Compact, which we have accepted and signed, as well as in
the Maritime Labor Convention (MLC) for which we are certified and inspected.
The Group, according to the Regulation of Professional Conduct & Business Ethics:
Applies equal treatment regarding recruitment practices and appraise our employees fairly and
objectively.
Commits not to tolerate any retaliation towards employees who report any human rights
violations.
At the same time, we have developed a process to identify, prioritize and integrate Corporate
Responsibility issues into local and international investment agreements.
Further information are presented in the Organization’s annual Corporate Responsibility Report,
which is available in the Group’s website.
Qualitative information
Accounting Policy
The figures presented in this report have been calculated and are presented in accordance with the
International Financial Reporting Standards (IFRS) that have been issued by the International
Accounting Standards Board (IASB) and their interpretations. Their preparation requires estimations
during the application of the Group’s accounting principles.
Important admissions made by management towards the implementation of the Group’s accounting
methodology are presented wherever it has been deemed appropriate. The accounting principles used
in the preparation of this report are presented in Note 4 of the annual financial statements.
The reporting obligations concern Key Performance Indicators (KPI) of turnover, capital expenditure
and operating expenditure as well as the accompanying information on their interpretation and
calculation.
I.
Turnover KPI
. The proportion of turnover from Taxonomy-eligible economic activities from
the total turnover from continuing operations has been calculated based on the turnover from
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services corresponding to Taxonomy-eligible activities (numerator), divided by the total
turnover (denominator) from continuing operations. Specifically, the total turnover of the
Group is presented in Note 28.
II.
CapEx KPI
. The CapEx KPI is defined as Taxonomy-eligible Capex (numerator) divided by
the total Capex (denominator) from continuing operations. The total capital expenditure
contains the additions to property, plant and equipment as well as intangible assets and right-
of-use assets during the fiscal year, before accounting for depreciation, amortization and any
remeasurements, including those resulting from any revaluations and impairments. The total
capital expenditure is presented in Group’s cash flows statement.
Additionally, in the capital expenses the Group has included as aligned, costs related to the
alignment of eligible activities that are part of a capital expenditure plan to improve the
environmental footprint of the fleet as well as its energy efficiency. The Plan in question has
a time horizon for the implementation of the individual investment costs between 2023 – 2025
and has been approved by the Group's Management.
III.
OpEx KPI
. The Opex KPI is defined as OpEx (numerator) related to eligible economic
activities divided by the total OpEx (denominator) from continuing operations. The definition
of EU Taxonomy for the operational expenses includes expenses for research and
development, renovation of buildings, maintenance and repair, as well as any other direct
expenses related to the day-to-day maintenance of property, plant and equipment. Total OpEx
consists of direct non-capitalized costs relating to repair and maintenance (denominator). It
does not include expenditures relating to the day-to-day operation of PP&E such as: raw
materials, cost of employees operating the machine, electricity or fluids that are necessary to
operate PP&E.
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Turnover KPI
Economic
activities (1)
Code(s) (2)
Absolute turnover (3)
Proportion of turnover (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-
aligned
proportion of
turnover, year Ν
(18)
Taxonomy-aligned
proportion of
turnover, year Ν-1
(19)
Category
(enabling
activity)
(20)
Category
(transitional
activity)
(21)
€000
%
%
%
%
%
%
%
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Τοις εκατÏŒ
Τοις εκατÏŒ
Ε
T
Α. TAXONOMY-ELIGIBLE
ACTIVITIES
Α.1 Environmentally
sustainable activities
(Taxonomy-aligned)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
0
0%
100%
0
T
Sea and coastal passenger water
transport
6.11
0
0%
100%
0
T
Turnover of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0
0%
0
Α.2 Taxonomy-Eligible but not
environmentally sustainable
activities
(not Taxonomy-aligned
activities)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
190,441
35%
Sea and coastal passenger water
transport
6.11
311,734
58%
Acquisition and ownership of
buildings
7.7
7,039
1%
Turnover of Taxonomy-Eligible
but not environmentally
sustainable activities
(not Taxonomy-aligned
activities) (A.1 + A.2)
509,214
95%
Total (Α.1 + Α.2)
509,214
95%
0
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
Turnover of Taxonomy-non-
eligible activities
(Β)
28,149
5%
Total (Α + Β)
537,363
100%
Substantial contribution criteria
DNSH criteria
("Does Not Significantly Harm")
*
Activity 1 is Taxonomy-eligible in its entirety. However, only a proportion of it is Taxonomy-aligned. Therefore, Activity 1 may be reported under both Α1 and Α2. However, only the proportion reported under Α1 may be counted as Taxonomy-aligned in the Turnover KPI of the non-financial
undertaking.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 43
CapEx KPI
Economic
activities (1)
Code(s) (2)
Absolute CapEx (3)
Proportion of CapEx (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-
aligned
proportion of
CapEx, year Ν
(18)
Taxonomy-
aligned
proportion of
CapEx, year Ν-1
(19)
Category
(enabling
activity)
(20)
Category
(transitional
activity)
(21)
€000
%
%
%
%
%
%
%
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Τοις εκατÏŒ
Τοις εκατÏŒ
Ε
T
Α. TAXONOMY-ELIGIBLE
ACTIVITIES
Α.1 Environmentally
sustainable activities
(Taxonomy-aligned)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
1,712
3%
100%
Y
Y
Y
Y
Y
Y
3
T
Sea and coastal passenger water
transport
6.11
2,802
5%
100%
Y
Y
Y
Y
Y
Y
5
T
CapEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
4,514
8%
8
Α.2 Taxonomy-Eligible but not
environmentally sustainable
activities
(not Taxonomy-aligned
activities)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
17,319
32%
Sea and coastal passenger water
transport
6.11
28,349
52%
Acquisition and ownership of
buildings
7.7
1,217
2%
CapEx of Taxonomy-Eligible but
not environmentally sustainable
activities
(not Taxonomy-aligned
activities) (A.1 + A.2)
46,885
86%
Total (Α.1 + Α.2)
51,399
94%
8
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of Taxonomy-non-
eligible activities
(Β)
2,997
6%
Total (Α + Β)
54,396
100%
Substantial contribution criteria
DNSH criteria
("Does Not Significantly Harm")
*
Activity 1 is Taxonomy-eligible in its entirety. However, only a proportion of it is Taxonomy-aligned. Therefore, Activity 1 may be reported under both Α1 and Α2. However, only the proportion reported under Α1 may be counted as Taxonomy-aligned in the CapEx KPI of the non-financial
undertaking.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 44
OpEx KPI
Economic
activities (1)
Code(s) (2)
Absolute OpEx (3)
Proportion of OpEx (4)
Climate change mitigation (5)
Climate change adaptation (6)
Water and marine resources (7)
Circular economy (8)
Pollution (9)
Biodiversity and ecosystems (10)
Climate change mitigation (11)
Climate change adaptation (12)
Water and marine resources (13)
Circular economy (14)
Pollution (15)
Biodiversity and ecosystems (16)
Minimum safeguards (17)
Taxonomy-
aligned
proportion of
OpEx, year Ν
(18)
Taxonomy-
aligned
proportion of
OpEx, year Ν-1
(19)
Category
(enabling
activity)
(20)
Category
(transitional
activity)
(21)
€000
%
%
%
%
%
%
%
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Ν/Ο
Τοις εκατÏŒ
Τοις εκατÏŒ
Ε
T
Α. TAXONOMY-ELIGIBLE
ACTIVITIES
Α.1 Environmentally
sustainable activities
(Taxonomy-aligned)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
0
0%
100%
0
T
Sea and coastal passenger water
transport
6.11
0
0%
100%
0
T
OpEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
0
0%
0
Α.2 Taxonomy-Eligible but not
environmentally sustainable
activities
(not Taxonomy-aligned
activities)
Sea and coastal freight water
transport, vessels for port
operations and auxiliary activities
6.10
16,428
35%
Sea and coastal passenger water
transport
6.11
26,890
57%
Acquisition and ownership of
buildings
7.7
1,390
3%
OpEx of Taxonomy-Eligible but
not environmentally sustainable
activities
(not Taxonomy-aligned
activities) (A.1 + A.2)
44,708
95%
Total (Α.1 + Α.2)
44,708
95%
0
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of Taxonomy-non-eligible
activities
(Β)
2,559
5%
Total (Α + Β)
47,267
100%
Substantial contribution criteria
DNSH criteria
("Does Not Significantly Harm")
* Activity 1 is Taxonomy-eligible in its entirety. However, only a proportion of it is Taxonomy-aligned. Therefore, Activity 1 may be reported under both Α1 and Α2. However, only the proportion reported under Α1 may be counted as Taxonomy-aligned in the OpEx KPI of the non-financial
undertaking.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 45
9.
CORPORATE GOVERNANCE STATEMENT
This corporate governance statement is included in the management report as a special component
and has been drafted pursuant to current legislation, including Article 152, Law 4548/2018, Articles
1-24,
Law
4706/2020
and
the
relevant
decisions,
circulars,
remarks,
clarifications
and
recommendations of the Hellenic Capital Market Commission.
Α
. Adoption of Corporate Governance Code
The Company’s Board of Directors decided to adopt the Hellenic Corporate Governance Code
(EKED) issued in June 2021 by the Hellenic Corporate Governance Council, which was recognized
by the Hellenic Capital Market Commission as a competent National Authority for the issuance of a
Code (at its meeting Num. 916/7.6.2021), in accordance with Article 17, Law 4706/2020 and Num.
2/905/3.3.2021 decision of the Hellenic Capital Market Commission’s BoD.
EKED is posted on the Company's website
www.migholdingssa.com
.
B. Reasoning behind the deviations from EKED’s Special Practices and clarifications.
In case of deviations fr
ο
m specific provisions of EKED (“Special Practices”) the “comply or explain”
principle applies in accordance with the applicable law.
The Company is hereby presenting
substantiated explanations regarding the reasons for non-compliance with EKED’s Special Practices,
according to the decision of the Company's Board of Directors dated 27/10/2021:
2.4.14. The contracts of the executive members
of the Board of Directors provide that the Board
of Directors may require the refund of all or part
of
the
bonus
awarded,
due
to
breach
of
contractual
terms
or
incorrect
financial
statements of previous years or generally based
on
incorrect
financial
data,
used
for
the
calculation of this bonus.
The company assessed that no amendment of
the contracts of the executive members of the
Board
of
Directors
is
required,
as
the
Company’s ability to recover any bonuses
arises from the legal provisions and the
approved Remuneration Policy of the BoD
Members.
3.3.4 The Board of Directors collectively, as well
as the Chair, the Chief Executive and the other
members of the Board of Directors are evaluated
annually for the effective fulfillment of their
duties. At least every three years this evaluation
shall be facilitated by an external consultant.
3.3.5 The evaluation process shall be chaired by
the Chair in cooperation with the nomination
committee. The Board of Directors also evaluates
the performance of its Chair, a process which is
chaired by the nomination committee.
3.3.12 The Board of Directors, under the
guidance of the nomination committee, shall
ensure the annual evaluation of the performance
of the Chief Executive. The results of the
evaluation should be communicated to the Chief
Executive and taken into account in determining
his or her variable remuneration.
The Company decided not to adopt para. 3.3.4
and other relevant paragraphs of EKED to the
extent they provide for or refer to an individual
evaluation of BoD members.
The Board is self-evaluated as a body by all its
members, on annual basis, in accordance with
Circular 60 of the Hellenic Capital Market
Commission
and
the
provisions
of
the
Company's Suitability Policy.
Given the current small size of the Company’s
Board
of
Directors,
addi
tional
individual
evaluation of the BoD Members was not
deemed necessary.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 46
It is hereby noted that the Company has complied with Special Practice 2.4.7. of EKED, from which
it deviated during the period of first implementation of Law 4706/2020 as specifically mentioned in
the Corporate Governance Statement included in the Annual Financial Report of 31/12/2021.
Clarifications are provided below regarding the exact way of implementation of certain EKED’s
Special Practices adopted by the Company:
2.2.18. The non-executive members of the Board
of Directors do not participate in Boards of
Directors of more than five (5) listed companies,
and in the case of the Chair more than three (3).
It is clarified that the Company implements the
particular EKED Special P
ractice, without
including into the relevant calculation the
participation of the Members of the Board of
Directors in MIG group companies.
9.1 The Board of Directors shall identify the
stakeholders that are important to the company,
depending on its characteristics and strategy, and
to understand their collective interests and how
they interact with its strategy.
The Company clarifies its cr
editors and
employees
are
obviously
considered
as
stakeholders important to it. The interaction of
their interests with the Company's strategy is
regulated by Law and individual contracts.
C. Key features of the Internal Control and Risk Management Systems of the Company
As Internal Control System is defined the set of internal control mechanisms and procedures,
including risk management, internal audit and compliance, which continuously covers every activity
of the Company and contributes to its safe and effective operation.
The Internal Control System aims, inter alia, at ensuring completeness and reliability of the data and
information required for the accurate and timely determination of the financial conditions and the
preparation of reliable financial and non-financial statements in accordance with Article 151, Law
4548/2018.
According to Article 14 par. 3 item i and 4 of Law 4706/2020 and Decision 1/891/30.9.2020 of the
BoD of the Hellenic Capital Market Commission, as amended by Decision 2/917/17.6.2021 of the
BoD of the Hellenic Capital Market Commission, the first assessment of the Internal Control System
(ICS) was completed in March 2023 regarding the reporting period from 17/07/2021 to 31/12/2022.
The assessment covered the following issues: Control Environment, Risk Management, Control
Mechanisms, Information and Communication System, as well as the Company's ICS Monitoring.
The Company’s significant subsidiary, namely RKB, was also included in the scope of the ICS
assessment, carried out in accordance with the provisions of the aforementioned effective legislative
and regulatory framework (taking into account RKB’s characteristics, such as e.g. its being a foreign,
non-listed company, applicable legislative framework etc.). The conclusion of the ICS adequacy and
effectiveness assessment with reporting date as of 31/12/2022 was assigned to the audit firm Grant
Thornton S.A. Chartered Accountants Management Consultants. The Conclusion of the Independent
Assessor, i.e. Mrs. Athena Moustaki, Chartered Accountant, Reg. No. 28871, included in the final
assessment report on the ICS adequacy and effectiveness dated 21/03/2023, is that following the
procedures performed
and the evidence obtained in relation to the assessment of the Company’s
and
its significant subsidiary’s ICS adequacy and effectiveness, no findings have arisen that could be
considered as material weaknesses in the Company’s and its significant subsidiary’s ICS, in
accordance with the effective legislative and regulatory framework. Furthermore, the Company was
informed that no finding that could be considered as a material weakness of the ICS was identified
according to the conclusion of the Independent Assessor's Report for the Company's other significant
subsidiary “Attica Holdings S.A.”, which, as a listed company, had to independently comply with the
provisions of Law 4706/2020 and the aforementioned regulatory decisions of the Hellenic Capital
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 47
Market Commission and, therefore, the adequacy of its ICS was the subject of an independent
assessment in accordance with the decisions of its corporate bodies.
The Internal Control System implemented by the Company is analytically disclosed in the Company's
Internal Regulations and the separate operating regulations, policies and procedures, adopted by the
Company and posted on the Company's website
www.migholdingssa.com
.
The following information is briefly disclosed below:
Internal Audit
Internal Audit is an independent unit whose officers are appointed by the Company’s Board of
Directors. Internal Audit’s operation reports to the Board of Directors through the Audit Committee,
which is empowered to monitor and evaluate its operation.
The objective of Internal Audit Unit is to evaluate the adequacy and efficiency of the existing ICS of
the Company. Every fiscal year, the Internal Audit Unit submits the Annual Audit Plan to the Audit
Committee for approval. The said plan is prepared upon previous assessment of the potential risks
and their classification based on their significance.
The duties and responsibilities of the Internal Audit Unit include, indicatively, the following:
o
Monitor, review and assess:
a) the implementation of the Internal Regulations and the Internal Control System, in particular
in respect of adequacy and soundness of the financial and non-financial information provided,
risk management, compliance and corporate governance code adopted by the Company;
b) the financial reporting quality assurance mechanisms;
c) the corporate governance mechanisms; and
d) the compliance with the commitments included in the Company’s prospectuses and business
plans regarding the use of proceeds raised from regulated market.
o
Prepare reports to the audited units regarding the findings and respective risks and recommend
improvement actions, if any. The reports include the views of the audited units, the agreed upon
actions or acceptance of the risk of not taking actions, limitations on the scope of audit (if any),
final internal audit recommendations and results of the audited units’ response to its
recommendations.
o
Monitor the extent of implementation of the agreed upon corrective actions arising from the audit
reports.
o
Submit reports to the Audit Committee at least every three (3) months, including the most
significant issues and recommendations, regarding the abovementioned issues.
o
Participate, with an advising role, in the process of developing new procedures aimed at
establishing adequate and effective control mechanisms.
The Company’s Internal Audit Unit is in regular contact with the external auditors and the respective
departments of the subsidiaries and is updated on the audit reports or any findings, in order to ensure
that the Audit Committee will be immediately informed of significant matters pertaining to the
operation of the Group companies.
Risk Management
Risk Management is one of the key elements of the Company's ICS. In this context, the Company has
established an independent Risk Management Unit accountable to and supervised by the Audit
Committee in terms of adequacy and effectiveness of its operations. Moreover, the Company has
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 48
adopted, following a relevant decision of the Board of Directors, a Risk Management Policy which
defines the fundamental principles of risk management and the role of the Risk Management Unit
within the Company.
The Risk Management Policy ensures:
periodic risk assessment of the most significant risk bearing events related to its business activity
and operation,
effective risk response to the identified risks, once it has evaluated the costs and benefits brought
about by every alternative way of response,
effective risk monitoring,
that a risk register is kept aiming at identification, analysis, control, management and monitoring
of all kinds of risk involved in the Company’s operation.
that risk management is an important part of the decision-making process.
In the context of implementation of the Risk Management Policy, the Company takes into account:
the nature and origin of the addressed risks,
the Management’s risk appetite,
the likelihood of the above risks,
the impact of the risks on the Company's activities.
The Company assesses potential risks (at least) on an annual basis according to their origin
(endogenous – exogenous) and type (strategic, financial, operational risks, risks relating to
compliance and financial reporting). Risk assessment is performed both on a Company and on a Group
level.
The Company has established adequate mechanisms for checking and monitoring the condition and
value of its investments – assets, in order to assess and manage the risks relating to the preparation
of financial statements.
In this context, there are specific procedures implemented in a series of accounting and financial
operations such as asset impairment tests, reconciliation of bank and cash accounts, reconciliation of
receivables – liabilities etc.
Moreover, the Group utilizes various financial instruments or implements specialized strategies to
limit its exposure to financial risk factors such as financing and interest-rate risks, market risk, fuel
price risk, liquidity risk and currency risk.
The Head of the Risk Management Unit prepares a report to the
Audit Committee
o
n an annual basis,
which includes, indicatively:
The outcome of the risk assessment and effectiveness of the risk management measures, with
emphasis on significant risks,
The progress of actions relating to the relevant action plans regarding the risk response.
The Audit Committee receives and reviews the annual report and informs the Board of Directors
accordingly.
Regulatory Compliance
The Company has adopted a Regulatory Compliance Policy, whose implementation effectively
contributes to monitoring and controlling compliance with the applicable regulatory and legal
provisions and the established sound compliance practices. This Policy aims at:
Defining roles and responsibilities for compliance issues.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 49
Defining the key operating principles of the Compliance Unit in the framework of the overall
Internal Control System.
Defining the key principles of effective monitoring and management of compliance risks.
Establishing the mechanisms for monitoring constant compliance with the applicable regulatory
and legal framework.
The responsibilities of the Regulatory Compliance Unit have been undertaken by the Company’s
Legal Department, directly accountable to the
Audit Committee or/and the Board of Directors if
deemed necessary.
The main responsibilities of the Regulatory Compliance Unit, indicatively, include:
Monitoring the regulatory and legislative framework and identifying new and/or modified
obligations (in collaboration with the Company's separate Departments/Units),
Identifying areas of compliance at risk and proposing appropriate remedial action plans necessary
to address them,
Providing ongoing support to the Board of Directors and the Management regarding Regulatory
Compliance issues,
Providing guidelines to all stakeholders on the implementation of the Regulatory Compliance
Policy,
Establishing and implementation appropriate and updated policies and procedures, after evaluating
the complexity and nature of the Company's operations, through coordination of actions and
provision of instructions to the involved parties, in order to achieve timely compliance with the
applicable regulations and legal framework,
Submitting reports to the Audit Committee annually and whenever requested,
Drafting an annual compliance plan,
Communicating with the competent supervisory and other Authorities, if required, regarding issues
of Regulatory Compliance within its responsibilities,
Supporting the Human Resources Department in implementing appropriate training programs, on
issues of Compliance.
In the context of its operations, the Regulatory Compliance Unit:
cooperates with the Internal Audit Unit and the Risk Management Unit.
has access to all the information and documents necessary to carry out its tasks.
informs the Audit Committee or directly the Board of Directors on the issues within its
competence.
In the context of its responsibilities, the Regulatory Compliance Unit (with the assistance of the
Company’s competent Departments/Units if necessary) constantly monitors regulatory developments
that may affect the compliance obligations. At the same time, the competent Departments/Units
periodically inform it about any relevant development in the regulatory and legislative framework,
regarding the Company’s obligations. It is noted that the competent Departments/Units shall inform
the Regulatory Compliance Unit about any identified deviations as well as proposals for improving
policies and procedures within the scope of their responsibilities.
D. Composition and Operation of the Company’s administrative, management and supervising
bodies and committees.
The Company’s organizational structure is recorded in its Organization Chart, incorporated in the
Company’s Internal Regulations, posted on the Company's website, including the roles and scope of
operation of the Company’s service units.
1. General Meeting
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 50
The General Meeting is the Company’s supreme body, convoked by the Board of Directors and is
empowered to decide on any matter concerning the Company. Its lawfully adopted decisions are
binding on absent or dissenting shareholders as well. The General Meeting is competent to decide on
issues regulated by article 117 of Law 4548/2018.
According to article 119 of Law 4548/2018, the General Meeting must be convened at the registered
seat of the Company or in the district of another municipality within the district of the registered seat
or at another municipality coterminous with the municipality of the seat or at another municipality
provided for in the Articles of Association, at least once every financial year no later than the tenth
(10th) calendar day of the ninth month following the end of the financial year. The General Meeting
may also be held at the district of the municipality, where the seat of the Athens Stock Exchange is
located.
The Board of Directors ensures that the preparation and holding of the General Meeting will facilitate
the effective exercise of the rights of the shareholders, who must be fully informed on all matters
relating to their participation at the General Meeting, including the items on the agenda and their own
rights at the General Meeting.
The Chairman or, as the case may be, the Vice-Chairman of the Board, the Chief Executive Officer
or the General Manager, the Chairmen of BoD Committees and the Internal Audit Officer and the
statutory auditor attend the General Meeting of the shareholders in order to provide information and
update in matters of their competence brought to discussion, as well as to respond to any queries or
provide clarifications requested by the shareholders.
The General Meeting of shareholders is presided over temporarily by the Chairman of the Board of
Directors or, if he is prevented from attending, by the Vice-Chairman or, if he is also prevented from
attending, by the eldest of the BoD members present at the Meeting. A person appointed by the
Chairman acts temporarily as Secretary.
The convocation, the constitution and the operation of the General Meeting, including the remote
participation of the shareholders at the General Meeting, take place in accordance with the provisions
of the applicable law (specifically articles 116 et seq. of Law 4548/2018, as in force each time) and
the provisions of the Company’s Articles of Association.
Each share affords all rights provided in the Law and the Articles of Association of the Company, as
specifically provided in the explanatory report of the Board of Directors, which is compiled pursuant
to article 4 paragraphs 7 and 8 of Law 3556/2007 and is being incorporated in the report of the Board
of Directors.
The minority rights of the shareholders are exercised according to article 141 of Law 4548/2018, as
in force. Pursuant to article 121 para. 4 (a) (aa) of Law 4548/2018, the invitation of the General
Meeting of the Company’s shareholders includes, inter alia, information at least on the rights of the
shareholders provided in paragraphs 2, 3, 6 and 7 of article 141, with reference to the time period
during which each right may be exercised, or alternatively, the concluding date until which the
specific rights may be exercised. More detailed information with regard to the specific rights and the
terms of their exercise will be available with explicit reference to the invitation to the Company’s
website.
2. Board of Directors
The Board of Directors manages and represents the Company and is competent to decide on all matters
pertaining to the administration of the Company, the management of its assets and the general pursuit
of its business objectives, except from those assigned exclusively to the General Meeting. Detailed
information on the composition, constitution, responsibilities and operation of the Board of Directors
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 51
are described in the Company's Articles of Association and the Internal Regulations of the Board of
Directors, which are posted on the Company's website.
According to the Articles of Association, the Company is managed by a Board of Directors consisting
of five (5) at least to fifteen (15) members.
Immediately upon its election, the Board of Directors meets for the purpose of being constituted in
body, appointing a Chairman, up to two Vice Chairmen and the Chief Executive Officer or the Chief
Executive Officers, and possibly one or more Deputy Chief Executive Officers.
According to the decision of the Annual General Meeting of the Company’s Shareholders dated
22/06/2022 which re-elected the same Members of the Board of Directors, and the decision of the
Board of Directors dated 22/06/2022 regarding the constitution of the Board of Directors, the current
composition of the Board of Directors is as follows:
1. Petros Katsoulas – Chairman of the Board, Independent Non-Executive Member,
2. Georgios Efstratiadis – Chief Executive Officer, Executive Member,
3. Stavroula Markouli – Executive Member,
4. Loukas Papazoglou – Non-Executive Member,
5. Konstantinos Galiatsos – Independent, Non-Executive Member
6. Stefanos Capsaskis – Independent, Non-Executive Member,
7. Efstratios Chatzigiannis - Independent, Non-Executive Member
Mr. Fotios Karatzenis, the Group’s Legal Counsel, has been appointed as Secretary of the Board of
Directors.
In its decision as of 01/06/2022, following the relative recommendation of the Nomination and
Remuneration Committee, the Board of Directors ascertained the following:
- The above Members of the Board of Directors meet the criteria of individual and collective
properness.
- The independent Non-Executive Members of the Board of Directors, Messrs Petros Katsoulas,
Konstantinos Galiatsos, Stefanos Capsaskis and Efstratios Chatzigiannis, continue meeting the
criteria and conditions of independence provided by Article 9, Law 4706/2020.
- There are no obstacles or incompatibilities with respect to the Members of the Board of Directors
and its composition includes a sufficient representation percentage per gender, as defined in Article
3 of Law 4706/2020 and the approved Suitability Policy of the Members of the Board of Directors.
Following an annual review by the Board of Directors, further to a relevant recommendation of the
Nomination and Remuneration Committee, on the basis of data and documents collected for this
purpose, including official statements of the Independent Non-Executive Members regarding the
absence of dependence relationships, it was established that the prerequisites for independence of
Article 9, Law 4706/2020 continue to be met by the aforementioned non-executive members of the
Board of Directors,
appointed as independent members by the General Meeting of the Company’s
shareholders.
The term of the Board of Directors, pursuant to article 16 paragraph 2 of the Company’s Articles of
Association, cannot exceed six (6) years and is automatically extended until the expiration of the time
limit within which the next annual General Meeting must meet and until a relevant decision is made.
The term of the current Board of Directors was determined by virtue of the decision of the Annual
General Meeting dated 22/06/2022 at 3 years, therefore it expires on 22/06/2025 and is extended until
the Annual General Meeting of the year of expiration thereof.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 52
The members of the Board of Directors can be re-elected or re-appointed and can be freely revoked.
Non-shareholders may also be appointed as BoD Members.
The Board of Directors is in quorum and is validly convened when half plus one of the Directors are
present or duly represented, provided that the number of the Directors who are present is never less
than three (3). For the calculation of the number of quorum any resulting fraction is omitted.
A Director who is impeded from attending may be represented only by another Director. Each Director
may represent only one absent Director. In such case, he/she has two (2) votes.
The decisions of the Board of Directors are taken by absolute majority of the present and represented
Members, except from the cases of article 5, paragraph 2 of the Articles of Association. In case of
parity of votes, the vote of the Chairman of the Board of Directors shall prevail.
The discussions and resolutions of the Board of Directors are recorded in minutes kept in a special
book signed by the Directors present at the meeting. Any dissenting Director may request that his or
her opinion be recorded in summary in the relevant minutes.
The Board of Directors is allowed, in accordance with the relevant provisions, to hold a meeting by
teleconference. In this case the invitation to the members of the Board of Directors includes the
required information and technical guidance with regard to their participation in the meeting.
The Board of Directors may delegate the powers of management and representation of the Company
and the internal audit to one or more persons according to article 87 of Law 4548/2018.
Subject to specific authorizations for the execution of specific acts, the Company is represented in
accordance with the decision of the Board of Directors dated 22/06/2022 (which has been registered
in GEMI (General Commercial Registry) with code no. Registration No. 2901828 according to the
Announcement of GEMI with Protocols No. 2655297 of 01/07/2022).
For the more effective supervision of the operation and administration of the Company, the General
Meeting and the Board of Directors have constituted committees, which are consisted of members of
the Board of Directors, the powers and way of operation of which are regulated by the Company’s
Internal Regulations and the Corporate Governance Code and are briefly presented below.
The Annual General Meeting held on 22/06/2022 approved total gross remuneration amounting to €
377,499.95, paid to the BoD members during the period from the Annual General Meeting of
02/06/2021 to 22/06/2022. Furthermore, the General Meeting approved the advance payment of gross
remuneration up to the maximum total amount of € 460,000.00 on an annual basis until the next
annual General Meeting, which is to be held in 2023.
The Remuneration Report of the members of the Board of Directors will be submitted to the Annual
General Meeting of the shareholders, to be held in 2023. The Report will include data on the
remuneration paid within 2022, according to Article 112, Law 4548/2018 and the Company's
Remuneration Policy.
The Remuneration Policy remains available on the Company's website for at least as long as it is
valid, while Remuneration Reports are posted in accordance with the Law on the Company's website
(
www.migholdingssa.com
) for a period of at least ten (10) years.
In 2022, the Board of Directors held 12 meetings and in 6 cases adopted resolutions without holding
a meeting in accordance with the provisions of Para. 1, Article 94, Law 4548/2018.
All the Members of the Board of Directors participated in all the meetings that took place during their
term of office as follows:
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 53
Name /
Participation
In person
By Proxy
Physically
present
Via video/tele-
conference
Petros Katsoulas
9/12
3/12
-
Georgios Efstratiadis
12/12
-
-
Stavroula Markouli
12/12
-
-
Loukas Papazoglou
6/12
6/12
-
Konstantinos Galiatsos
9/12
3/12
-
Stefanos Capsaskis
7/12
5/12
-
Efstratios Chatzigiannis
5/12
7/12
-
Analytical CVs
Analytical CVs of the Members of the current Board of Directors as well as the Company’s key
executives are presented below as follows:
Petros Katsoulas, Chairman – Independent Non-Executive Member of the BoD
Mr. Katsoulas is a graduate of the Department of Computer Science of the University of Crete (1988)
and holds a M.Sc. degree in Software Engineering and an MBA degree (Masters in Business
Administration) from Aston University, Birmingham, UK (1990 and 1993 respectively). He started
his professional career in July 1993 in the investment banking department of Barclays Bank (BZW)
in Athens, where he was occupied until October 1996. From October 1996 to December 1997 he
worked at BZW in London in the field of investment banking. In 1998, he started working in the stock
analysis department of the investment banking sector of Credit Suisse Bank in London, where from
2001 to 2008 he was in charge of analyzing shares of European telecommunications companies and
from 2008 until 2010 – in charge of analyzing Greek companies. In May 2010, he started working at
the NBG Securities (a subsidiary of the National Bank of Greece) as Head of trading and sale of
shares for institutional investors and since July 2011 - as the CEO of the NBG Securities. In August
2013, he started working at Eurobank as General Manager of the Group Strategy and member of the
Executive Committee. Mr. Katsoulas has been working as an Investment Director at Elikonos Capital
SA since September 2015 (A.I.F.M.)
Georgios Efstratiadis, Chief Executive Officer – Executive Member of the BoD
Mr. Efstratiadis studied Economics at the AUEB and received a postgraduate degree specializing in
finance and investment from the University of Exeter (England). He started his career at Ergasias
Bank as a financial analyst, credit executive and later as the General Manager of the investment
subsidiary Proodos Hellenic Investments. In 1998 he started working at MARFIN group as Head of
the fund management department and later as the CEO of Marfin Global Asset Management S.A.
From 2006 to 2007 he was the Managing Director of Marfin Bank, while from 2007 to 2010 he held
the position of MIG General Manager. In 2010 he was appointed Deputy CEO of Olympic Air where
he remained until 2012. In the period from 2011 to 2016 he also undertook the position of Chairman
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 54
and CEO of the ground handling company SKYSERV (former OLYMPIC HANDLING S.A.). He is
also the Chairman and CEO of Athenian Investments (former Athenian Engineering) while he has
been also Deputy Chairman of HYGEIA Private Hospital. Mr. Efstratiadis has been a member of the
Board of Directors of several companies for a number of years, such as Delta, Goody’s, Singular
Logic, Barba Stathis, Hygeia and he is currently Vice-Chairman of the BoD of the listed company
Attica Group. He was also a member of the audit committees of Hygeia (Chairman), Singular Logic
(Chairman), Attica Group, Vivartia and MIG. He is a member of the Economic Chamber of Greece.
Stavroula Markouli, Director of Accounting and Finance – Executive Member of the BoD
Ms. Markouli graduated from Athens University of Economics and Business (AUEB) and is
specialized in Accounting. From 1986 to 2000 she worked as Head of accounting in various Greek
companies, operating in the sectors of transportations and industrial products. In 2000, she started
working in MARFIN group as Head of the accounting department of MARFIN Securities. From 2003
to September 2007, she worked as Head of the accounting department of INVESTMENT BANK OF
GREECE. From October 2007 to February 2020, she was the Head of the accounting department of
MIG and from March 2020 - Director of Finance department. Occasionally, she he has served as a
Member of the Board of Directors in MIG Group companies.
Loukas Papazoglou, Non-Executive Member of the BoD
Loukas Papazoglou is a business consultant and holds extensive experience in international and Greek
companies. He has served as Special Secretary for Privatization, Chairman of Athens International
Airport, Project Manager and member of the Board of Directors at the Aegean Motorway and Olympia
Odos as a representative of the shareholder (HTC), CEO at APIVITA S.A. He graduated from the
department of Business Administration at AUEB and holds a postgraduate degree (MSc) in
International Banking and Finance from the University of Reading.
Konstantinos Galiatsos, Independent Non-Executive Member of the BoD
Konstantinos Galiatsos holds multiannual professional experience in various departments of the
financial sector. For several years, he worked as an executive in a systemic Greek bank and was a
Deputy Chairman and General Manager of a Portfolio Investment Societe Anonyme, listed on Athens
Stock Exchange. He was also Chairman & CEO of the National Fund for Entrepreneurship and
Development (ETEAN). He was a lecturer at the University of the Aegean, at the Athens University
of Economics and Business, at the National Technical University of Athens, at the Hellenic Open
University as well as at numerous professional seminars. For several years he was the Head of the
Educational Program of the Hellenic Banking Institute of the Hellenic Banking Association. He is
author of several books and articles published in scientific journals.
Stefanos Capsaskis, Independent Non-Executive Member of the BoD
Stefanos K. Capsaskis holds a degree in chemical engineering M.Eng. and Ph.D. from the University
of Cambridge (UK). From 1999 he worked in the field of venture capital, first at Emporiki Capital as
Investment Manager (1999-2003) and then at 7L Capital Advisors as Partner (2003-2021). Since
2017, he has been a lecturer at the University of Cambridge, an External Lecturer in the Department
of Chemical Engineering and Biotechnology. He is a Senior Advisor in the company JNP Strategy &
Management Consulting Private Company. Prior to 1999, he was an executive and manager of the
Ergasias Bank, London branch. He was a non-executive member of the BoD of Probank (2003-2011)
and since 2012 he has been a member of the BoD of the Foundation for Economic & Industrial
Research (IOBE).
Efstratios Chatzigiannis, Independent Non-Executive Member of the BoD
Mr. Stratos Hatzigiannis has over 30 years of professional experience. Since 2014 he has been a
member of the Advisory Board of Landbay, a pioneer in P2PO fintech industry. He is also a consultant
to start-ups and medium-sized enterprises, already operating in the field of technology, providing
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 55
advice on corporate governance structures, financial management and development strategies. He
began his career in 1979 at KPMG London where he specialized as a Certified Auditor (ACA 1983).
Until 1996, Mr. Hatzigiannis focused on the financial and construction sector, gaining experience in
project management and capital markets. In 1997 he was appointed Head of Capital Markets at NBGI
London. Furthermore, he was the President of NBG FINANCE PLC. He was elected President and
Vice President of the Hellenic Bankers Association UK for 3 consecutive terms. He holds a degree in
Economics (Industry and Trade) and a postgraduate degree in Accounting and Finance from the
London School of Economics.
Fotios Karatzenis, Legal Consultant & Secretary of the BoD
Fotios Karatzenis was born in 1964. He graduated from the Law Department of the Law School of
the University of Athens, and received a Master's degree Legum Magister (LL.M.) and a Doctorate
Doctor Juris (Dr. Jur.) (LL.M.) from the University of Freiburg i.Br. (Germany). He was a Research
Fellow at the Institute for Foreigners and Private International Law at the University of Freiburg i.
Br., and Partner - Deputy Administrator in a well-known law firm in Athens. From 2002 to 2011 he
was Group Chief Legal Counsel of MARFIN BANK and then of MARFIN EGNATIA BANK and
MARFIN POPULAR BANK. From 2002 until today he has been the Legal Counsel of MIG. Fotios
Karatzenis has been a lecturer at academic and professional seminars and has published a number of
scientific studies on issues related to corporate, banking and capital market law. He speaks English
and German.
It follows from the above statement that the current composition of the Board of Directors reflects
the knowledge, skills and experience its members are required to possess in order to exercise their
duties, in accordance with the Suitability Policy of the Board of Directors, the Company’s business
model and strategy.
External professional commitments
The table, presented below, records the professional commitments of the Members of the Board of
Directors and the Company’s key executives outside MIG Group, as disclosed to the Company:
FULL NAME
Corporate Name
Professional
Commitment
Petros Katsoulas
ELIKONOS CAPITAL S.A.
Chairman of the BoD
RAYMETRICS S.A.
Deputy Chairman of
the BoD
YOUTHLAB S.A.
Member of the BoD
KORRES S.A.
Member of the BoD
ELIKONOS JEREMIE GP SARL
Member of the BoD
ELIKONOS 2 GP SARL
Member of the BoD
ELIKONOS CAPITAL PARTNERS SARL
Member of the BoD
AUSTRIACARD HOLDINGS A.G.
Chairman of Supervisory
Board
Loukas Papazoglou
NOVAL PROPERTY
Independent Non-
Executive Member of
the BoD
LKP ADVISORY AND DEVELOPMENT
PARTNERS SINGLE MEMBER
PRIVATE COMPANY
Sole Partner and
Administrator
Stefanos Capsaskis
JNP STRATEGY & MANAGEMENT
CONSULTING IKE
Senior Advisor
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 56
Efstratios Chatzigiannis
PRM EP LTD
Member of the BoD
ILA POTHECARY LTD
Member of the BoD
The following table presents the number of the Company’s shares held by each member of the Board
of Directors and key executive of the Company:
NAME/SURNAME
NUMBER OF SHARES
(31/12/2022)
NUMBER OF SHARES
(30/03/2023)
Petros Katsoulas
500,000
1,500,000
Georgios Efstratiadis
420,010
620,010
Stavroula Markouli
12,000
12,000
Lukas Papazoglou
-
-
Stefanos Capsaskis
-
-
Konstantinos Galiatsos
-
-
Efstratios Chatzigiannis
450,000
450,000
Fotios Karatzenis
45,000
45,000
BoD Members’ Properness Policy
BoD Members’ Properness Policy is governed by the principle of transparency and aims to facilitate
high professional quality of the BoD members selected through impartiality and non-discrimination,
in order to ensure the effective operation of the Company based on the overall strategy and its
medium/long-term business objectives, and the fulfillment of the BoD’s role in promoting the
corporate interests.
The Company monitors the effectiveness of the BoD Members’ Properness Policy and evaluates it at
regular intervals or when deemed necessary. The Board of Directors is in charge of monitoring of the
implementation of the Suitability Policy, assisted by the Company’s Nomination & Remuneration
Committee, when appropriate.
The BoD approves the amendments to the Properness Policy based on relevant recommendations of
the Nomination & Remuneration Committee. If deemed substantial, the amendments are submitted
for approval to the General Meeting of Shareholders, in compliance with Article 3, para. 3, Law
4706/2020. The Company has put in place a Succession Plan for its Board Members in order that the
management of the Company’s affairs and the decision making process are smoothly continued in the
event of resignation of a BoD Member.
BoD Members’ Properness Policy is posted on the Company's website (
www.migholdingssa.com
).
Diversity policy
Aiming at the enhancement of its development and competitiveness, the Company considers the
increased diversity in its Board of Directors as a basic element for the achievement of the strategic
targets of MIG Group, taking especially into consideration the various sectors where the individual
subsidiary companies operate.
In particular, the diversity of education, professional experience and origin among the members of
the Board of Directors facilitates the understanding of business organization and business affairs and
renders objective and constructive the exchange of opinions and the examination of the issues from
different perspectives, for the taking of successful decisions. In contrast, inefficient diversity could
lead to one-dimensional approaches and limited exchange of opinions, fewer ideas and challenges
during BoD meetings and perhaps to less effective supervision of the Board of Directors or the
executive members.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 57
The Company encourages diversity of the BoD members and key executives without discrimination
in relation to nationality, race, language, religious or political beliefs, age, etc. Furthermore, the
Company encourages equal treatment and provision of equal opportunities irrespective of gender in
accordance with the applicable legislation, in order to ensure adequate representation per gender (at
least 25%, rounding any fraction to the previous digit).
3. Audit Committee
The main objective of the Audit Committee is to assist the Board of Directors exercising its
supervisory duties, ensuring the transparency of corporate activities and fulfilling the obligations and
responsibilities towards its shareholders and the supervising authorities. Therefore, the Audit
Committee reports to the Company’s Board of Directors. The Committee meets at least every three
months or whenever considered necessary.
The role of the Audit Committee includes, inter alia, the following:

updating the Company’s Board of Directors about the result of the statutory audit and explaining
the way the audit contributes to the integrity of the financial information and the role of the
Committee during this procedure;

monitoring the statutory audit of the separate and consolidated financial statements, monitoring
the procedure of the preparation of financial reporting and submitting recommendations or
proposals to ensure its integrity;

monitoring the effectiveness of the Internal Control System (ICS);

evaluating and approving the annual audit plan of the Internal Audit Unit;

evaluating the methods used by the Company to identify, monitor and address the risks through
the Internal Control System and the Risk Management Unit,

reviewing and monitoring the independence of the statutory auditors and, in particular, their
suitability for the provision of non-audit services to the Company in accordance with the
applicable legislation;

submitting proposals to the Company’s Board of Directors regarding the appointment of statutory
auditors.
The Committee informs the Board of Directors about its areas of responsibility and findings in
accordance with the legislation, the Company's and the Committee’s Internal Regulations, which has
been approved by the Board of Directors and can be amended by the Board of Directors following
Committee’s recommendations. On quarterly basis, the Committee submits to the Board of Directors
all the minutes of its meetings, further attached to the minutes of the Board of Directors meetings.
According to the Committee’s Operating Regulations, the Audit Committee consists of at least three
(3) Members, whose majority (i.e. at least 2 members) are Independent, within the meaning of Article
9, Law 4706/2020. The members of the Audit Committee are appointed by the General Meeting of
the Company's shareholders, in accordance with the applicable legislation.
The Audit Committee’s Operating Regulations are posted on the Company's website.
The most important issues the Committee addressed during 2022 were the following:

Tax audit for fiscal year 2021, conducted under the provisions of Article 65A of the Code of Tax
Procedure (Law 4174/2013).

Draft of Key Audit Matters (KAMs) of the auditor’s report for 2021 of Grant Thornton audit
firm.

Annual statutory auditor’s report on the separate and consolidated financial statements for fiscal
year 2021
.

Approval of the annual statutory audit plan for 2022, key risk areas and time schedule.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 58

Statutory auditor’s review report on the interim separate and consolidated financial statements
for fiscal year
2022.

Audits and findings of the Company’s Internal Audit Unit and the respective Units of the
subsidiaries
.

Constitution of the Audit Committee and appointment of the Chairman.

Informatory Memoranda to the Board of Directors for the review of the annual separate and
consolidated financial statements for 2021 and the interim separate and consolidated financial
statements for 2022.

Assessment regarding the selection of an audit firm for 2022 and submission of the relevant
recommendation to the Board of Directors.

Preparation of the annual report of the Committee’s activities for 2021 addressed to the Annual
General Meeting of Shareholders held on 22/06/2022.

Granting consent to the provision of non-audit services by Grant Thornton.

Approval of the Internal Audit Unit’s annual audit plan for 2023.

Operations of the Risk Management and Regulatory Compliance Units and approval of annual
action plans for 2023.

Compliance actions of the Company under the legislative framework on corporate governance.

Recommendation to the Board of Directors regarding the approval of updated Regulations for the
Operation of the Audit Committee, Risk Management Policy & Procedure, Regulatory
Compliance Policy & Procedure, Whistleblowing Procedure,
new Regulation of the Risk
Management Unit,
new Regulation of the Regulatory Compliance Unit.
It is noted that, in 2023, in order to complete the review and evaluation of the financial reporting
procedures for fiscal year 2022, the Committee held two (2) meetings with the statutory auditors.
While exercising its duties, the Audit Committee had full access to all the information necessary to
effectively perform its work.
In accordance with the decisions of the Board of Directors dated 30/06/2021 (regarding the
replacement of resigned Committee Members) and the Audit Committee (regarding the election of
the Chairman) and the decision of the General Meeting of Shareholders dated 17/01/2022 (regarding
the announcement of election of Audit Committee members to fill in vacant positions and confirming
the composition of the Audit Committee in accordance with its new Operating Regulations), the
composition of the Audit Committee, in accordance with the latter's Operating Regulations and the
effective legislation, was formed as follows:
a) Stefanos Capsaskis, Independent Non-Executive BoD, Chairman,
b) Efstratios Chatzigiannis, Independent Non-Executive BoD Member, and
c) Konstantinos Galiatsos, Independent Non-Executive BoD Member, Members.
The General Meeting as of 22/06/2022 ratified a) the nature of the Audit Committee as committee of
the Board of Directors, b) the term of the Audit Committee as corresponding to that of the Board of
Directors, c) the number of its members as three (3) and d) the capacities of the members of the
Committee to consist of three (3) non-executive members of the Board of Directors, who may be
independent by majority or in whole in accordance with the Operation Regulations of the latter and
the effective legislation.
Following the decision of the General Meeting of 22/06/2022, the same Members of the Audit
Committee were re-elected and the Audit Committee was constituted on 22/06/2022 and appointed
Mr. Capsaskis as its Chairman.
All new Members of the Audit Committee have sufficient knowledge in the segments in which the
Company operates, as they have been serving as Members of the Company’s Board of Directors for
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 59
a long time. Furthermore, at least one of the Members, namely Mr. Efstratios Chatzigiannis, has
sufficient knowledge in accountancy.
In 2022, the Audit Committee held 11 meetings and adopted 10 written resolutions without holding a
meeting. All the Members of the Committee participated in all the meetings and/or in any other
decision-making procedures during their term of office.
4. Nomination & Remuneration Committee
The Company’s Nomination and Remuneration Committee was established in 2004 and for reasons
of continuity it retained its name in accordance with the decision of the Board of Directors dated
30/06/2021, by virtue of which
the responsibilities of the remuneration Committee under Article 11,
Law 4706/2020 and those of the nomination Committee under Article 12, Law 4706/2020 (effective
from 17/07/2021) were delegated to it.
The Nomination & Remuneration Committee assists the Board of Directors in staff nomination, in
particular composition of the Board of Directors and
the Audit Committee, remuneration of the BoD
members, nomination and remuneration of the Company's executives, and in the implementation of
the approved Remuneration Policy, in compliance with the applicable legislative and regulatory
framework, including the provisions of Articles 10-12, Law 4706/2020 and Articles 109 et seq.,
Law
4548/2018.
The Committee’s main objective is:
Α.1 Nomination of candidates
Ensuring the existence of effective and transparent procedures for nominating potential BoD
members,
Identification and recommendation to the BoD of suitable candidates to become BoD members,
Assistance in ensuring that the composition and structure of the Company’s BoD corresponds to
the size, business characteristics, nature, scope and complexity of the Company's operations.
Α.2 Remuneration procedures
Submission of proposals to the BoD regarding the content of the Remuneration Policy which is
submitted for approval by the General Meeting, in accordance with Par. 2, Article 110, Law
4548/2018 and assistance to the BoD to monitor its implementation,
Submission of proposals to the BoD regarding the remuneration and other benefits of the persons
falling within the scope of the Remuneration Policy, in accordance with Article 110, Law
4548/2018 and regarding the remuneration of the key executives, especially the Head of the
Internal Audit Unit,
Review of the information included in the final draft of the annual remuneration report, providing
its opinion to the BoD before the report is submitted to the General Meeting, in accordance with
Article 112, Law 4548/2018.
The Committee consists of three (3) members, elected among the non-executive members of the Board
of Directors. At least two (2) of its members are independent non-executive BoD members. The BoD
can appoint all the members of the Committee from its independent non-executive members. The
Chairman of the Committee is elected by its members at the first meeting held once the Committee
has been established and is an independent non-executive member of the Board of Directors.
The Committee meets at least once a year and extraordinarily, whenever the Chairman of the
Committee or any of its members consider it necessary.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 60
The Committee’s responsibilities and the relevant procedures performed in order to meet its objective
are disclosed in the Committee’s Operating Regulations, approved by the Board of Directors and
amended by it
following the Committee’s recommendations.
The Operating Regulations of the Nomination & Remuneration Committee are posted on the
Company's website.
Following decisions dated 30/06/2021 of the Board of Directors (regarding the election of the
Committee Members) and the Nomination & Remuneration Committee (regarding its constitution),
the composition of the Nomination & Remuneration Committee was until 22/06/2022 as follows:
1.
Konstantinos Galiatsos, Chairman, Independent Non-Executive Member of the BoD,
2.
Stefanos
C
apsaskis, Independent Non-Executive Member of the BoD, and
3.
Loukas Papazoglou, Non-Executive Member of the BoD.
Following the decision dated 22/06/2022 of the Board of Directors, the same Members of the
Committee were re-elected and the
Committee was constituted on the same day and reelected
Mr.
Galiatsos as its Chairman.
The composition of the Commission remains the same up to today.
The issues addressed by the Committee during 2022 were as follows:

Assessment of fulfillment of individual and collective properness criteria of the candidate
BoD members, according to the approved Properness Policy.

Annual appraisal of the Board of Directors and the Committees.

Recommendation to the Board of Directors regarding the fulfillment of the independence
criteria of Article 9 of Law 4706/2020 of the Independent Non-Executive Members of the
Company’s Board of Directors.

Briefing on the activities of the fiscal year 2021

Remuneration Report for the corporate year 2021.

Committee’s constitution.

Recommendation to the Board of Directors regarding the advance payment of remuneration
to non-executive members of the Board of Directors until the next Annual General Meeting,
in accordance with Article 109 of Law 4548/2018.

Recommendation to the Board of Directors for the readjustment of salaries and granting
bonuses to executives of the Company.
During 2022, the Committee held 1 meeting and adopted 6 written resolutions without holding a
meeting. All the Members of the Committee participated in all decision-making procedures during
their term of office.
Evaluation of the Board of Directors and the Committees
The Board of Directors and the Audit and Nomination & Remuneration Committees perform self-
evaluation of their activities and effectiveness on annual basis. The Board of Directors can be
evaluated by third parties as well.
After the completion of the evaluations, the results are presented to the Board of Directors where
recommendations are made and relevant decisions are taken in order to improve the operation of the
BoD and the Committees, wherever necessary.
The results of the evaluation of the Board of Directors and the Committees for 2022, which is the
second performed after the entry into force of Law 4706/2020 on corporate governance, they were
presented to the Board of Directors at its meeting held on 23/02/2023 and were particularly
satisfactory.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 61
Last, in accordance with a special practice of the EKED, the Non-Executive Members of the Board
of Directors met on 04/04/2022 and discussed about the performance of the Executive Members.
Policies that ensure provision of adequate information of the Board of Directors to facilitate
decision-making regarding Related Party Transactions
The Company has put in place and implements a Framework for the Management of Related Party
Transactions, which records the general policy and procedures, regulating the Company's transactions
with related parties. Among other things, it is provided that every business unit that handles and
processes each potential transaction shall gather sufficient information about the counterparty and the
proposed terms of the transaction in order that it is assessed whether the intended transaction shall be
treated according to the policy regarding related party transactions. Thereafter, the Board of Directors
shall be adequately informed in view of the decision-making in accordance with the effective
legislation (Articles 99 et seq., Law 4548/2018 in particular).
Sustainable Development Policy
The sustainable development of the Company is based on adopting responsible policies and practices
in the course of its business operations.
The factors, related to environmental protection, positive
impact on society and sound governance constitute the criteria, which the Company takes seriously
and manages strategically, driven by long-term value generation.
The Company’s Sustainable
Development Policy is incorporated in its Internal Regulations, posted on the Company's website
(
www.migholdingssa.com
).
The consolidated non-financial reporting, legally included in the Board of Directors Management
Report, contains information on environmental, social and labor issues and the respect for human
rights, thus reflecting the sustainable development policy pursued by other companies of the Group.
The sustainable development policy of the subsidiary “ATTICA HOLDINGS S.A.” is included in its
Internal Regulations, posted on its website (
www.attica-group.com
).
Information under Article 152, Par. 1(d), Law 4548/2018
The information as provided in Article 152, Para. 1(d), Law 4548/2018 is included in the explanatory
report of the Board of Directors, compiled according to Article 4, Paras. 7 and 8, Law 3556/2007 and
is incorporated in the Board of Directors report.
Statutory Auditors
Auditing Firm:
GRANT THORNTON S.A.
I.C.P.A. Reg. No: 127
Statutory Auditor:
Pelagia Kaza
I.C.P.A. Reg. No: 62591
10.
INFORMATION AND EXPLANATORY REPORT ON THE ARTICLE 4 (7) & (8) OF THE
LAW 3556/2007
This explanatory report of the Board of Directors of “MIG HOLDINGS S.A.” (hereinafter “the
Company”) is submitted to the Regular General Meeting of its shareholders and is incorporated into
the Report of the Board of Directors pursuant to article 4 (7) and (8) of the Law 3556/2007.
10.1
Structure of the Company’s share capital
On 31/12/2022 the share capital of the company amounted to € 93,951,074.80 fully paid, divided into
939,510,748 ordinary registered shares of a nominal value of € 0.10 each. The Company’s shares are
listed for trading on the Main Market of Athens Exchange.
Each share confers all rights as provided by law and by the company’s Articles of Association, among
which:
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 62
a right to receive the profits and the proceeds of the liquidation of the Company (article 37 para.
3 L. 4548/2018);
a pre-emption right at each share capital increase of the Company not involving contribution in
kind and at each convertible bond loan issue (article 26 L. 4548/2018);
a right to participate in a General Meeting, whereas each share confers a right to one vote (articles
124 & 37 para. 3 L. 4548/2018);
a right to obtain a copy of the financial statements and reports of the auditors and the Board of
Directors of the Company 10 days prior to the annual general meeting (article 123 para. 1 L.
4548/2018).
Furthermore, it is hereby noted that the 2nd Reiterative Annual General Meeting of the Shareholders
that took place on 10/07/2017 resolved that a new Convertible Bond Loan be issued (hereinafter
referred to as the “CBL”) in the maximum amount of € 460 m., whose outstanding balance amounted
to € 160.8 m. on 31/12/2022. In accordance with the terms of the CBL, its bonds have not been listed
for trading on ATHEX.
10.2
Restrictions on the transfer of the Company’s shares
The transfer of the Company’s shares is effective in accordance with the Law and there are no
restrictions on their transfer pursuant to the Company’s Articles of Association, considering that they
are intangible shares listed on ATHEX.
10.3
Significant direct or indirect holdings for the purpose of the Law 3556/2007
According to the notifications received by the Company from the shareholders - holders of voting
rights pursuant to the Law 3556/2007, the shareholders who directly or indirectly held more than 5%
of the total voting rights of the Company are the following:
Shareholder
Percentage on voting rights based
on the latest notification received
from the shareholder until
31/12/2022
Current percentage on
voting rights
PIRAEUS FINANCIAL HOLDINGS S.A.
(through its controlled entity “PIRAEUS
BANK S.A.”)
31.1935%
60.2046%
DESPINA ILIOPOULOU
& “RATIO
HOLDING LTD”, through their controlled
entity “WARRIOR SHIPPING LTD”*
Under the minimum 5% threshold.
5.48%
Total: 12.99%
ANTONIS KLEANTHOUS, through his
controlled entity “MULTIWAY
INVESTMENTS LTD”*
Under the minimum 5% threshold.
6.47%
ILIAS BEZAS*
Under the minimum 5% threshold.
1%
GEORGIOS KANELLOPOULOS *
Under the minimum 5% threshold.
0.04%
*
The aforementioned shareholders have informed the Company that on 08/02/2023 they reached an oral agreement
for concerted exercise of their voting rights, in accordance with the provisions of article 10 para. (a) of Law 3556/2007.
10.4
Shares conferring special control rights
As per article 19 of the Company’s Articles of Association, a right to appoint one (1) member in the
Company’s Board of Directors pursuant to formerly effective provisions of article 18 (3), (4) and (5)
of the Law 2190/1920 (currently replaced by article 79 of L. 4548/2018) is conferred to Messrs (a)
Theodoros Kaloudis, the son of Antonios, and (b) Athanassios Panagoulias, the son of Theodoros,
and to each acting separately, provided that each of them owns shares of the Company representing
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 63
at least 5% of the entire share capital. Messrs Theodoros Kaloudis and Athanassios Panagoulias may
even appoint themselves. In case any of the above shareholders exercises this right, the General
Meeting shall limit its respective power to the election of the remaining members of the Board. The
aforementioned article originates from the articles of association of “COMM GROUP S.A.” which
merged through absorption of “Maritime and Financial Investment Holdings S.A.” and “Marfin
Classic S.A.” on 08/03/2004. Regarding the above, it is hereby noted that neither of the
aforementioned persons held a percentage equal or more than 5% of the share capital of the Company
on 31/12/2022.
10.5
Restrictions on voting rights
No restrictions or deadlines are imposed by its Articles on exercising of the voting rights deriving
from the Company’s shares.
10.6
Shareholders’ agreements in the Company
The Company is not aware of any agreements between its shareholders which might result in
restrictions on the transfer of the Company’s shares or in the exercise of the voting rights conferred
by its shares apart from the information recorded above in para. 9.3.
10.7
Rules on appointment and replacement of the Board members and amendment of Articles
of Association
Besides the above mentioned in the relevant section of the Corporate Governance Statement,
regarding the appointment and replacement of the members of the Board of Directors of the Company
and the amendment of the provisions of the Articles of Association, the provisions of L. 4548/2018
apply.
10.8
Competency of the Board of Directors in respect to the issuance of new shares or buy-
back programs
Α
) The Board of Directors may issue new shares according to the provisions of L. 4548/2018 and
especially articles 24 (Extraordinary capital increase) and 71 para. 4 (Convertible Bond Loan).
The Company’s Re-iterative Extraordinary General Meeting of Shareholders that took place on
03/03/2023 upon postponement resolved to establish a stock option plan for the members of the Board
of Directors (with the exemption of independent non-executive members, according to article 9 para.
2 a of Law 4706/2020) and personnel of the Company, including persons providing their services to
the Company on a regular basis. The rights will refer to new common voting registered shares to
result from a share capital increase of the Company. The total nominal value of the shares to be issued
in case of exercise of the entirety of stock options will not exceed the amount of six hundred twenty
five thousand two hundred euros (€ 625,200.00). Pursuant to article 35 para. 2 of Law 4548/2018, the
exercise price was determined as equal to the nominal value of the shares resulting following the
completion of the reverse split and the share capital reduction resolved by the same General Meeting,
i.e. forty cents (€0.40). The duration of the plan was determined at five years. Moreover, it resolved
to authorize the Board of Directors to determine, upon a recommendation of the Nomination and
Remuneration Committee, the beneficiaries of the plan within the above mentioned limits and the
one-off or gradual attribution of stock options to them; specify (and the amendment throughout the
duration of the plan) the other terms of the plan; and regulate any other relevant issue throughout the
duration of the plan within the framework of the resolution of the General Meeting and pursuant to
current legislation.
Besides the above mentioned, the Board of Directors is competent by law to issue
stock option certificates, issue and deliver shares to the beneficiaries who exercised their options,
certify the payment of any share capital increase and amend the Articles of Association at least
quarterly.
ANNUAL FINANCIAL REPORT 2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 64
B) During the current period, no share buy-back program is in effect.
10.9
Important agreements that are to come into effect, to be amended or expire in case of
change of control following a tender offer
There are no important agreements which will come into effect, be amended or expire in case of
change of control following a tender offer.
10.10
Agreements with members of the Board of Directors or personnel of the Company
There are no agreements of the Company with members of its Board of Directors or its personnel that
provide for a payment of compensation, especially, in case of resignation or unfair dismissal or in
case of termination of their term or employment following a tender offer.
It is hereby noted that by resolutions of the Annual General Meetings of the Company’s Shareholders
dated 15/06/2017 and 25/08/2018, the Company’s employees’ pension plan was approved with a
minimum duration of 10 years.
Athens, March 30, 2023
As and on behalf of the Board of Directors
Georgios Efstratiadis
The Chief Executive Officer
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 65
D. ANNUAL CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS FOR THE
FINANCIAL YEAR ENDED AS AT 31
st
OF DECEMBER 2022
ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS),
AS ADOPTED BY THE EUROPEAN UNION
The attached financial statements were approved by the Board of Directors of MIG HOLDINGS S.A.
as of 30/03/2023 and have been published on the Company’s website
www.migholdingssa.com
as
well as on the Athens Stock Exchange’s website. The annual financial statements of the consolidated
subsidiaries are posted on the same website in accordance with the provisions of decision
12A/889/31.8.2020 of the Hellenic Capital Market Commission.
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 66
CONSOLIDATED INCOME STATEMENT FOR THE FINANCIAL YEAR 2022
THE GROUP
Amounts in € '000
Note
01/01-31/12/2022
01/01-31/12/2021
Sales
28
7,121
12,393
Cost of sales
29
(3,454)
(8,531)
Gross profit
3,667
3,862
Administrative expenses
29
(5,225)
(7,456)
Distribution expenses
29
(508)
(996)
Other operating income
30
2,329
2,620
Other operating expenses
31
(1,287)
(1,055)
Operating loss
(1,024)
(3,025)
Other financial results
32
3,410
12,032
Financial expenses
33
(24,618)
(21,334)
Financial income
34
140
44
Losses before tax from continuing operations
(22,092)
(12,283)
Income tax
35
-
(62)
Losses after tax for the year from continuing operations
(22,092)
(12,345)
Gains/(Losses) for the year from discontinued operations
16,516
(13,299)
Losses after tax for the year
(5,576)
(25,644)
Attributable to:
Owners of the parent
(8,982)
(22,904)
- from continuing operations
(22,092)
(12,345)
- from discontinued operations
13,110
(10,559)
Non-controlling interests
3,406
(2,740)
- from continuing operations
-
-
- from discontinued operations
3,406
(2,740)
Gains/(Losses) per share (€ / share) :
Basic gains/(losses) per share
36
(0.0096)
(0.0244)
- Basic losses per share from continuing operations
(0.0235)
(0.0131)
- Basic gains/(losses) per share from discontinued operations
0.0140
(0.0112)
Diluted gains/(losses) per share
36
(0.0010)
(0.0100)
- Diluted losses per share from continuing operations
(0.0099)
(0.0036)
- Diluted gains/(losses) per share from discontinued operations
0.0089
(0.0064)
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
Note:
The items in the consolidated Income Statement for the comparative annual period ended as at 31/12/2021 have been
readjusted in order to include only the continuing operations. The results of the discontinued operations are discreetly
presented and analyzed in separate note (see note 7), as in compliance with the requirements of IFRS 5 “Non-current
Assets Held for Sale and Discontinued Operations”.
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 67
SEPARATE INCOME STATEMENT FOR THE FINANCIAL YEAR 2022
THE COMPANY
Amounts in € '000
Note
01/01-31/12/2022
01/01-31/12/2021
Income/(Expenses) from investments in subsidiaries & other financial
assets
32
338
(36,912)
Income/(Expenses) from financial assets at fair value through profit or loss
32
230
6
Other income
30
1
43
Total
569
(36,863)
Fees and other expenses to third parties
29
(574)
(1,038)
Wages, salaries and social security costs
29
(1,412)
(2,657)
Depreciation and amortization
(259)
(306)
Other expenses
29
(1,379)
(1,700)
Total operating expenses
(3,624)
(5,701)
Financial income
34
-
15
Financial expenses
33
(21,249)
(17,937)
Other financial results
32
2,330
32,955
Gains/(Losses) before tax for the year
(21,974)
(27,531)
Income tax
-
-
Gains/(Losses) after tax for the year
(21,974)
(27,531)
Gains/(Losses) per share (€ / share) :
- Basic
36
(0.0234)
(0.0293)
- Diluted
36
(0.0098)
(0.0129)
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 68
CONSOLIDATED AND SEPARATE STATEMENT OF COMPREHENSIVE INCOME FOR
THE FINANCIAL YEAR 2022
THE GROUP
THE COMPANY
Amounts in € '000
Note
01/01-31/12/2022
01/01-31/12/2021
01/01-31/12/2022
01/01-31/12/2021
Losses for the year (from continuing and
discontinued operations)
(5,576)
(25,644)
(21,974)
(27,531)
Other comprehensive income:
Amounts that will not be reclassified in the
Income Statement in subsequent years
Remeasurement of defined benefit pension plans
(7)
6
1
33
(7)
6
1
33
Amounts that may be reclassified in the Income
Statement in subsequent years
Cash flow hedging :
- current year gains/(losses)
(6,850)
3,329
-
-
- reclassification to profit or loss for the year
(3,328)
1,524
-
-
Exchange differences on translating foreign
operations
(23)
-
-
-
Exchange gain/(loss) on disposal of foreign
operations recognised in profit or loss
-
50
-
-
(10,201)
4,903
-
-
Other comprehensive income for the year after
tax
37
(10,208)
4,909
1
33
Total comprehensive income for the year after
tax
(15,784)
(20,735)
(21,973)
(27,498)
Attributable to:
Owners of the parent
(17,085)
(18,974)
Non-controlling interests
1,301
(1,761)
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 69
CONSOLIDATED AND SEPARATE STATEMENT OF FINANCIAL POSITION AS OF
DECEMBER 31
st
2022
THE GROUP
THE COMPANY
Amounts in € '000
Note
31/12/2022
31/12/2021
31/12/2022
31/12/2021
ASSETS
Non-Current Assets
Tangible assets
9
311
676,577
275
391
Right-of-use assets
9
286
5,970
270
395
Goodwill
10
-
30,130
-
-
Intangible assets
11
64
33,073
21
34
Investments in subsidiaries
12
-
-
345,411
361,422
Investments in associates
-
5,517
-
-
Other financial assets
13
5
230
-
-
Property investments
14
203,672
211,806
-
-
Other non-current assets
15
206
15,920
115,438
115,031
Deferred tax asset
-
179
-
-
Total of Non-Current Assets
204,544
979,402
461,415
477,273
Current Assets
Inventories
-
7,107
-
-
Trade and other receivables
16
1,435
94,560
-
-
Other current assets
17
771
34,171
289
1,231
Other financial assets at fair value through P&L
13
526
-
526
-
Derivative financial instruments
-
4,714
-
-
Cash, cash equivalents & restricted cash
18
15,283
102,641
10,400
1,651
Total of Current Assets
18,015
243,193
11,215
2,882
Non-current assets classified as held for sale
7
1,028,129
-
-
-
Total Assets
1,250,688
1,222,595
472,630
480,155
EQUITY AND LIABILITIES
Equity
Share capital
19
93,951
93,951
93,951
93,951
Share premium
19
100,000
100,000
100,000
100,000
Fair value reserves
20
(6,082)
1,998
-
-
Other reserves
20
32,882
32,900
32,947
32,947
Retained earnings
(209,903)
(182,824)
(193,646)
(171,673)
Equity attributable to
ο
wners of the parent
10,848
46,025
33,252
55,225
Non-controlling interests
78,755
61,587
-
-
Total Equity
89,603
107,612
33,252
55,225
Non-current liabilities
Deferred tax liability
-
7,778
-
-
Accrued pension and retirement obligations
21
105
1,308
77
67
Long-term borrowings
22
525,872
760,973
435,283
418,616
Long-term lease liabilities
22
193
4,348
186
330
Non-Current Provisions
-
1,918
-
-
Other long-term liabilities
24
135
11,183
-
-
Total of Non-current liabilities
526,305
787,508
435,546
419,013
Current Liabilities
Trade and other payables
25
958
40,029
-
-
Tax payable
26
12
258
-
-
Short-term borrowings
22
2,148
195,806
1,314
1,283
Short-term lease liabilities
22
154
1,877
145
137
Other current liabilities
27
4,737
89,505
2,373
4,497
Total of Current Liabilities
8,009
327,475
3,832
5,917
Liabilities directly associated with non-current assets classified as held for sale
7
626,771
-
-
-
Total liabilities
1,161,085
1,114,983
439,378
424,930
Total Equity and Liabilities
1,250,688
1,222,595
472,630
480,155
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 70
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR
2022
Amounts in € '000
Note
Number of
Shares
Share
Capital
Share
Premium
Fair
Value
Reserve
Other
Reserves
Retained
earnings
Total Equity
attrib. to
Owners of the
Parent
Non-
controlling
Interests
Total
Equity
Balance as of 01/01/2022
939,510,748
93,951
100,000
1,998
32,900
(182,824)
46,025
61,587
107,612
Increase/(decrease) of non-
controlling interests in subsidiaries
-
-
-
-
-
(18,092)
(18,092)
18,092
-
Share capital decrease by share
capital return to non-controlling
interests
-
-
-
-
-
-
-
(2,225)
(2,225)
Transactions with owners
-
-
-
-
-
(18,092)
(18,092)
15,867
(2,225)
Profit/(Loss) for the year
-
-
-
-
-
(8,982)
(8,982)
3,406
(5,576)
Other comprehensive income:
Cash flow hedges
- current year gains/(losses)
-
-
-
(5,438)
-
-
(5,438)
(1,412)
(6,850)
- reclassification to profit or loss
for the year
-
-
-
(2,642)
-
-
(2,642)
(686)
(3,328)
Exchange differences on translation
of foreign operations
-
-
-
-
(18)
-
(18)
(5)
(23)
Remeasurements of defined benefit
pension plans
-
-
-
-
-
(5)
(5)
(2)
(7)
Other comprehensive income for
the year after tax
37
-
-
-
(8,080)
(18)
(5)
(8,103)
(2,105)
(10,208)
Total comprehensive income for
the year after tax
-
-
-
(8,080)
(18)
(8,987)
(17,085)
1,301
(15,784)
Balance as of 31/12/2022
939,510,748
93,951
100,000
(6,082)
32,882
(209,903)
10,848
78,755
89,603
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 71
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR
2021
Amounts in € '000
Note
Number of
Shares
Share
Capital
Share
Premium
Fair
Value
Reserve
Other
Reserves
Retained
earnings
Total Equity
attrib. to
Owners of the
Parent
Non-
controlling
Interests
Total
Equity
Balance as of 01/01/2021
939,510,748
281,853
100,000
(1,870)
32,923
(347,833)
65,073
101,449
166,522
Share capital decrease by writing off
equal losses of previous years
-
(187,902)
-
-
-
187,902
-
-
-
Dividends to non-controlling
interests of subsidiaries
-
-
-
-
-
-
-
(2,225)
(2,225)
Decrease in non-controlling
interests due to sale of subsidiaries
-
-
-
-
(73)
-
(73)
(35,877)
(35,950)
Transactions with owners
-
(187,902)
-
-
(73)
187,902
(73)
(38,102)
(38,175)
Profit/(Loss) for the year
-
-
-
-
-
(22,904)
(22,904)
(2,740)
(25,644)
Other comprehensive income:
Cash flow hedges
- current year gains/(losses)
-
-
-
2,643
-
-
2,643
686
3,329
- reclassification to profit or loss
for the year
-
-
-
1,225
-
-
1,225
299
1,524
Exchange gain/(loss) on disposal of
foreign operations recognised in
profit or loss
-
-
-
-
50
-
50
-
50
Remeasurements of defined benefit
pension plans
-
-
-
-
-
12
12
(6)
6
Other comprehensive income for
the year after tax
37
-
-
-
3,868
50
12
3,930
979
4,909
Total comprehensive income for
the year after tax
-
-
-
3,868
50
(22,892)
(18,974)
(1,761)
(20,735)
Balance as of 31/12/2021
939,510,748
93,951
100,000
1,998
32,900
(182,824)
46,025
61,587
107,612
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 72
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2022
Amounts in € '000
Note
Number of
Shares
Share
Capital
Share
Premium
Other
Reserves
Retained
earnings
Total Equity
Balance as of 01/01/2022
939,510,748
93,951
100,000
32,947
(171,673)
55,225
Transactions with owners
-
-
-
-
-
-
Profit/(Loss) for the year
-
-
-
-
(21,974)
(21,974)
Other comprehensive income:
Remeasurements of defined benefit pension plans
-
-
-
-
1
1
Other comprehensive income for the year after tax
37
-
-
-
-
1
1
Total comprehensive income for the year after tax
-
-
-
-
(21,973)
(21,973)
Balance as of 31/12/2022
939,510,748
93,951
100,000
32,947
(193,646)
33,252
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
SEPARATE STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR 2021
Amounts in € '000
Note
Number of
Shares
Share
Capital
Share
Premium
Other
Reserves
Retained
earnings
Total Equity
Balance as of 01/01/2021
939,510,748
281,853
100,000
32,947
(332,077)
82,723
Share capital decrease by writing off equal losses of previous
years
-
(187,902)
-
-
187,902
-
Transactions with owners
-
(187,902)
-
-
187,902
-
Profit/(Loss) for the year
-
-
-
-
(27,531)
(27,531)
Other comprehensive income:
Remeasurements of defined benefit pension plans
-
-
-
-
33
33
Other comprehensive income for the year after tax
37
-
-
-
-
33
33
Total comprehensive income for the year after tax
-
-
-
-
(27,498)
(27,498)
Balance as of 31/12/2021
939,510,748
93,951
100,000
32,947
(171,673)
55,225
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 73
STATEMENT OF CASH FLOWS FOR THE FINANCIAL YEAR 2022 (CONSOLIDATED AND
SEPARATE)
THE GROUP
THE COMPANY
Amounts in € '000
01/01-
31/12/2022
01/01-
31/12/2021
01/01-
31/12/2022
01/01-
31/12/2021
Losses for the year before tax from continuing operations
(22,092)
(12,283)
(21,974)
(27,531)
Adjustments
20,840
9,711
18,641
22,150
Cash flows from operating activities before working capital changes
(1,252)
(2,572)
(3,333)
(5,381)
Changes in working capital
(Increase) / Decrease in inventories
-
-
-
-
(Increase)/Decrease in trade receivables
4,800
3,207
2,161
109
Increase / (Decrease) in liabilities
(3,555)
(3,560)
(2,072)
(1,191)
(Increase)/Decrease of financial assets at fair value through profit and loss
-
 
-
 
(316)
-
1,245
(353)
(227)
(1,082)
Cash flows from operating activities
(7)
(2,925)
(3,560)
(6,463)
Interest paid
(2,862)
(56,214)
(1,467)
(56,206)
Income tax paid
(48)
(62)
-
-
Net cash flows from operating activities from continuing operations
(2,917)
(59,201)
(5,027)
(62,669)
Net cash flows from operating activities of discontinued operations
58,232
12,376
-
-
Net cash flows from operating activities
55,315
(46,825)
(5,027)
(62,669)
Cash flows from investing activities
Purchase of property, plant and equipment
(14)
(9)
(5)
(4)
Purchase of intangible assets
-
(49)
-
-
Purchase of investment property
(1,208)
(1,965)
-
-
Disposal of property, plant and equipment, intangible assets and investment
property
4,610
15,071
-
33
Dividends received
-
-
1,112
300
Ι
nvestments in financial assets at fair value through profit and loss
(18)
-
-
-
Investments in subsidiaries and associates
-
101,614
15,942
165,840
Interest received
140
74
-
45
Collections of receivables and loans to related parties
-
-
-
3,288
Net cash flow from investing activities from continuing operations
3,510
114,736
17,049
169,502
Net cash flow from investing activities of discontinued operations
(37,806)
(51,529)
-
-
Net cash flow from investing activities
(34,296)
63,207
17,049
169,502
Cash flow from financing activities
Proceeds from borrowings
-
281,384
-
281,384
Payments for borrowings
(7,156)
(402,455)
(2,736)
(388,855)
Payment of finance lease liabilities
(168)
(240)
(157)
(223)
Loans from related parties
-
-
-
380
Loans paid to related parties
-
-
(380)
(40)
Net cash flow from financing activities from continuing operations
(7,324)
(121,311)
(3,273)
(107,354)
Net cash flow from financing activities of discontinued operations
(13,139)
73,345
-
-
Net cash flow from financing activities
(20,463)
(47,966)
(3,273)
(107,354)
Net (decrease) / increase in cash, cash equivalents and restricted cash
556
(31,584)
8,749
(521)
Cash, cash equivalents and restricted cash at the beginning of the year
102,641
134,308
1,651
2,172
Exchange differences in cash, cash equivalents and restricted cash from
continuing operations
2
(17)
-
-
Exchange differences in cash, cash equivalents and restricted cash from
discontinued operations
(29)
(66)
-
-
Cash, cash equivalents and restricted cash of disposal groups classified as held for
sale
(87,887)
-
-
-
Net cash, cash equivalents and restricted cash at the end of the year
15,283
102,641
10,400
1,651
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 74
Profit adjustments are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in € '000
01/01-
31/12/2022
01/01-
31/12/2021
01/01-
31/12/2022
01/01-
31/12/2021
Adjustments for:
Depreciation and amortization expense
281
326
259
306
Changes in pension obligations
16
19
11
15
Provisions and other non-cash (income)/expenses
(2,854)
141
(2,330)
(11)
Impairment and reversal of impairment of assets
4,735
21,137
(338)
38,324
Unrealized exchange (gains)/losses
(6)
(9)
1
(6)
(Profit) loss on sale of property, plant and equipment, intangible assets and
investment property
(103)
(217)
-
(32)
(Profit) / loss from fair value valuation of financial assets at fair value through
profit and loss
(354)
(20)
(210)
-
Profit from restructuring of loan liabilities
(5,331)
(32,955)
-
(32,955)
(Profit) / loss from sale of financial assets at fair value through profit and loss
(21)
-
-
-
Interest and similar income
(140)
(44)
-
(15)
Interest and similar expenses
24,617
21,333
21,248
17,936
Income from dividends
-
-
-
(1,412)
Total of adjustments
20,840
9,711
18,641
22,150
The accompanying notes form an integral part of these Annual Separate and Consolidated Financial Statements
Note:
The items in the consolidated Statement of Cash Flows for the comparative annual period ended as at 31/12/2021 have
been readjusted in order to include only continuing operations. Net cash flows from operating, investing and financing
activities are distinctly presented and analyzed in a separate note (see Note 7), in compliance with the requirements of
IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”.
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 75
1
GENERAL INFORMATION OF THE GROUP
The consolidated Group Financial Statements have been prepared in compliance with the International
Financial Reporting Standards as issued by the International Accounting Standards Board and adopted
by the European Union.
The Company “ MIG HOLDINGS S.A. ” under the discreet title MIG is domiciled in Greece in the
Municipality of Athens of Attica (El. Venizelou 10, 106 71). The Company’s term of duration is 100
years starting from its establishment and can be extended following a resolution of the General
Shareholders Meeting.
MIG operates as a holding societe anonyme according to Greek legislation and specifically according
to the provisions of C.L. 4548/2018 on societe anonyme, as it stands. The Financial Statements are
posted on the Company’s website at
. The Company’s shares are listed in
the Athens Stock Exchange. The Company’s share forms part of the ASE General Index (Bloomber
Ticker: MIG GA, Reuters ticker: MIGr.AT, OASIS: MIG).
The main activity of the Group is its focus on equity investments in Greece and throughout South-
Eastern Europe. The Group’s activity focuses on the following operating sectors:
Financial Services
(MIG, MIG AVIATION HOLDINGS, MIG LEISURE, TOWER
TECHNOLOGY, ATHENIAN INVESTMENTS),
Real Estate
(MIG REAL ESTATE SERBIA, RKB),
Other
(MIG MEDIA)
Transportation
*
(ATTICA, MIG SHIPPING)
* The results of the transportation operating sector are presented in discontinued operations.
On December 31, 2022 the Group’s headcount amounted to 1,658 (1,596
pertaining to discontinued
operations), while on December 31, 2021 the Group’s headcount amounted to 1,611 (1,552 pertaining
to discontinued operations). On December 31, 2022 and 2021 the Company’s headcount amounted to
17 and 17 respectively.
MIG’s companies, included in the consolidated Financial Statements, as well as their non-tax audited
years are analysed in note 2 to the Financial Statements.
The attached Financial Statements as of December 31,
2022 were approved by the Company’s Board
of Directors on March 30, 2023 and are subject to the final approval of the Annual Ordinary General
Shareholder Meeting. The financial statements are available to the investing public on the Company’s
website.
Consolidated Financial Statements of MIG Group are consolidated under the equity method, in the
Financial Statements of PIRAEUS FINANCIAL HOLDINGS S.A., which is domiciled in Greece and
whose holding in the Company (through its 100% subsidiary PIRAEUS BANK S.A.) amounts to
31.19% as of 31/12/2022.
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 76
2
GROUP STRUCTURE AND ACTIVITIES
2.1 Consolidated entities table on 31/12/2022
The following table presents MIG’s consolidated entities on 31/12/2022, their domiciles, their
principal activity, the Company’s direct and indirect shareholdings, the consolidation method as well
as the non-tax audited financial years.
Company Name
Domicile
Principal
activity
Direct
%
Indirect
%
Total %
Consolidation
Method
Non-tax
Audited
Years
(4)
MIG HOLDINGS S.A.
Greece
Holding
company
Parent Company
2017-2022
MIG Subsidiaries
MIG LEISURE LTD
Cyprus
Management
of investments
100.00%
-
100.00%
Purchase
Method
-
MIG SHIPPING S.A.
(7)
BVI
(3)
Holding
company
100.00%
-
100.00%
Purchase
Method
-
(1)
MIG REAL ESTATE (SERBIA) B.V.
The
Netherlands
Management
of investments
100.00%
-
100.00%
Purchase
Method
-
ATHENIAN INVESTMENTS HOLDINGS S.A.
Greece
Holding
company
100.00%
-
100.00%
Purchase
Method
2017-2022
MIG AVIATION HOLDINGS LTD
Cyprus
Holding
company
100.00%
-
100.00%
Purchase
Method
-
TOWER TECHNOLOGY HOLDINGS
(OVERSEAS) LTD
Cyprus
Holding
company
100.00%
-
100.00%
Purchase
Method
-
MIG MEDIA S.A.
(6)
Greece
Advertising
services
100.00%
-
100.00%
Purchase
Method
2017-2022
MIG REAL ESTATE (SERBIA) B.V.
Subsidiary
JSC ROBNE KUCE BEOGRAD (RKB)
Serbia
Real estate
management
-
100.00%
100.00%
Purchase
Method
-
MIG SHIPPING S.A. Subsidiary
ATTICA HOLDINGS S.A.
(7)
Greece
Holding
company
10.30%
69.08%
79.38%
Purchase
Method
2017-2022
ATTICA GROUP
ATTICA HOLDINGS S.A. Subsidiaries
SUPERFAST EPTA M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST OKTO M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST ENNEA M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST DEKA M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
NORDIA M.C.
Greece
Overseas
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
MARIN M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
ATTICA CHALLENGE LTD
Malta
Dormant
-
79.38%
79.38%
Purchase
Method
-
ATTICA SHIELD LTD
Malta
Dormant
-
79.38%
79.38%
Purchase
Method
-
SUPERFAST DODEKA (HELLAS) INC & CO
JOINT VENTURE
Greece
Dormant
-
79.38%
79.38%
Common mgt
(2)
2017-2022
SUPERFAST FERRIES S.A.
Liberia
Ships
management
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST PENTE INC
Liberia
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST EXI INC
Liberia
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST ENDEKA INC
Liberia
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST DODEKA INC
Liberia
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
BLUESTAR FERRIES SINGLE MEMBER
MARITIME S.A.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
BLUE STAR FERRIES JOINT VENTURE
Greece
Dormant
-
79.38%
79.38%
Common mgt
(2)
2017-2022
BLUE STAR FERRIES S.A.
Liberia
Dormant
-
79.38%
79.38%
Purchase
Method
-
BLUE ISLAND SHIPPING INC
Panama
Dormant
-
79.38%
79.38%
Purchase
Method
-
STRINTZIS LINES SHIPPING LTD
Cyprus
Dormant
-
79.38%
79.38%
Purchase
Method
-
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 77
Company Name
Domicile
Principal
activity
Direct
%
Indirect
%
Total %
Consolidation
Method
Non-tax
Audited
Years
(4)
SUPERFAST ONE INC
Liberia
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
SUPERFAST TWO INC
Liberia
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
ATTICA FERRIS M.C.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
BLUE STAR FERRIS M.C. & CO JOINT
VENTURE
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Common mgt
(2)
2017-2022
BLUE STAR M.C.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
BLUE STAR FERRIES M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
ATTICA FERRIS SINGLE MEMBER
MARITIME S.A.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
HELLENIC SEAWAYS SINGLE MEMBER
MARITIME S.A.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2017-2022
HELLENIC SEAWAYS CARGO M.C.
Greece
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
HELLENIC SEAWAYS MANAGEMENT S.A.
Liberia
Dormant
-
79.38%
79.38%
Purchase
Method
2017-2022
WORLD CRUISES HOLDINGS LTD
Liberia
Dormant
-
79.38%
79.38%
Purchase
Method
-
HELCAT LINES S.A.
Marshall
island
Dormant
-
79.38%
79.38%
Purchase
Method
-
TANGIER MARITIME INC
Panama
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
-
ATTICA NEXT GENERATION HIGHSPEED
SINGLE MEMBER MARITIME S.A.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2021-2022
SUPERFAST FERRIES SINGLE MEMBER
MARITIME S.A.
Greece
Overseas and
coastal
transport
-
79.38%
79.38%
Purchase
Method
2021-2022
ATTICA BLUE HOSPITALITY SINGLE
MEMBER S.A.)
Greece
Hotel
management
-
79.38%
79.38%
Purchase
Method
2022
TANGIER MARITIME INC Subsidiary
TANGER MOROCCO MARITIME S.A.
Morocco
Dormant
-
79.38%
79.38%
Purchase
Method
-
ATTICA BLUE HOSPITALITY SINGLE
MEMBER S.A. Subsidiary
NAXOS RESORT BEACH HOTEL SINGLE
MEMBER S.A.
Greece
Hotel
management
-
79.38%
79.38%
Purchase
Method
2017-2022
TINOS BEACH HOTEL SINGLE MEMBER
S.A.
Greece
Hotel
management
-
79.38%
79.38%
Purchase
Method
2018-2022
ATTICA HOLDINGS S.A. Associate
AFRICA MOROCCO LINKS
Morocco
Overseas
transport
-
38.90%
38.90%
Equity Method
-
Notes
(1) The company MIG SHIPPING S.A. is offshore company and is not subject to corporate income tax. For the companies outside European Union, which do not have
any branches in Greece, there is no obligation for a tax audit.
(2) Common mgt = Under common management
(3) BVI = British Virgin Islands
(4) In respect to the Group companies established in Greece, which meet the relevant criteria for falling under the tax audit of Certified Auditors, the tax audit of fiscal years
2016-2021 has been completed under the provisions of Law 4174/2013, article 65A, par.1. It is to be noted that the tax audit of fiscal year 2022 is in progress. On 31/12/2022
the fiscal years until 31/12/2016 were time-barred in accordance with the provisions of par. 1 of art. 36 of Law 4174/2013, with the exceptions provided by the current
legislation for extension of the right of the Tax Administration for the issuance of an act of administrative, estimated or corrective tax determination in specific cases.
(5) New Inc. = New incorporation
(6) As of 18/03/2022 the company was put into liquidation process
(7) Discontinued operation
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 78
2.2 Changes in the Group’s structure
The consolidated Financial Statements for the annual period which ended on December 31
st
, 2022
compared to the corresponding annual period of 2021 include the company TINOS BEACH HOTEL
SINGLE MEMBER S.A. which is a newly established company of the ATTICA group and is
consolidated under equity method from 12/07/2022.
The consolidated Financial Statements for the annual period which ended on December 31st, 2022
compared to the corresponding annual period of 2021 do not include MARFIN CAPITAL due to its
liquidation on 29/11/2021.
The item “Non-current assets held for sale” in the consolidated Financial Statements for the annual
period ended on December 31st, 2022 includes ATTICA group (see note 7).
3
BASIS OF FINANCIAL STATEMENTS PRESENTATION
3.1 Statement of Compliance
The consolidated and separate Financial Statements as of December 31st 2022 covering the annual
period from January 1st to December 31st 2022, have been prepared according to the International
Financial Reporting Standards (IFRS), which were published by the International Accounting
Standards Board (IASB) and according to their interpretations, which have been published by the
International Financial Reporting Interpretations Committee (IFRIC) and have been adopted by the
European Union until December 31st 2022. The Group applies all the International Accounting
Standards, International Financial Reporting Standards and their Interpretations, which apply to the
Group’s activities. The relevant accounting policies, a summary of which is presented below in Note
4, have been applied consistently in all periods presented.
The aforementioned Financial Statements were prepared based on the going concern principle, which
implies that the Company and its subsidiaries will be in position to continue operating as entities in
the foreseeable future, taking into account the currently effective and projected financial position of
the Group.
Within the current year, refinancing of RKB subsidiary loan labilities was completed (see Note 22).
In this context, the Management of the Company and the Group expects that the Company and the
Group will be able to cover their financing needs, maintaining sufficient cash liquidity.
3.2 Basis of Measurement
The Group’s financial Statements have been prepared according to the principle of historical cost, as
modified for the fair value adjustment of the items to follow:
Financial assets and liabilities at fair value through Profit & Loss (derivatives included), and
Investment property.
3.3 Presentation Currency
The presentation currency is Euro (the currency of the Group’s parent domicile) and all the amounts
are presented in thousand Euro unless otherwise mentioned.
3.4 Use of Estimates
The preparation of the financial statements according to IFRS requires the use of estimates and
judgments on the application of the Company’s accounting policies. Opinions, assumptions and
Management estimates affect the valuation of several asset and liability items, the amounts
recognized during the financial year regarding specific income and expenses as well as the presented
estimates on contingent liabilities.
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 79
The assumptions and estimates are assessed on a continuous basis according to historic experience
and other factors, including expectations on future event outcomes that are considered as reasonable
given the current conditions. The estimates and assumptions relate to the future and, consequently,
the actual results may deviate from the accounting calculations.
The aspects requiring the highest degree of judgment as well as the aspects mostly affecting the
consolidated Financial Statements are presented in Note 5 to the Financial Statements.
3.5 Changes in Accounting Policies
The accounting policies based on which the Financial Statements were drafted, are in accordance
with those used in the preparation of the Annual Financial Statements for the FY 2021, adjusted to
the new Standards and revisions imposed by IFRS (see par. 3.5.1 and 3.5.2).
3.5.1 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:
o
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.
o
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.
o
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.
o
Annual Improvements of IFRS-Cycle 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.
3.5.2 New Standards, Interpretations, Revisions and Amendments to existing Standards that have
not been applied yet or have not been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), but their application has not started yet or they
have not been adopted by the European Union:
 
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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
.
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. The above have been adopted by the European Union with effective date of
01/01/2023.
 
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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. The above have not been adopted by the European Union.
 
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4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.1 Consolidation
4.1.1 Subsidiaries
Subsidiaries are all the companies, which the parent has the power to control directly or indirectly
through other subsidiaries. The Company has and exercises control through its ownership of the
majority of the subsidiaries’ voting rights. The companies also considered subsidiaries are those in
which the Company, being their single major shareholder, has the ability to appoint the majority of the
members of their Board of Directors. The existence of potentially dilutive minority interests which are
exercisable during the financial statements preparation is taken into consideration in order to assess
whether the Company controls the subsidiaries.
Subsidiaries are consolidated (full consolidation) under the purchase method from the date of
acquisition, which is the date on which control is transferred to the Group and cease to be consolidated
from the date on which control ceases. The purchase method of accounting is used to account for the
acquisition of subsidiaries. As of the acquisition date, the acquirer shall recognize goodwill arising
from the acquisition that is measured as the excess of:
the aggregate of: (i) the consideration transferred measured at fair value (ii) the amount of
any non-controlling interest in the acquired company valued either at their fair value or the
proportionate shareholding of the non-controlling interests, times the net recognizable assets
of the acquired company; and (iii) in a business combination achieved in stages, the
acquisition-date fair value of the acquirer’s previously held equity interest in the acquired
company, less
the net value of the acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed.
Goodwill is annually tested for impairment, and the difference between its book and its recoverable
value is recognized as an impairment loss in the period’s results.
Acquisition-related costs are costs (i.e. advisory, legal, accounting, valuation and other professional
or consulting fees) are recognized as expenses, burdening profit and loss for the period when incurred.
The opposite case, which is a business combination in which the net of the acquisition-date amounts
of the identifiable assets acquired and the liabilities assumed, exceeds the consideration-transferred
amount then the transaction is characterized as a bargain purchase. Following all the necessary re-
examinations, the excess amount of the aforementioned difference is recognized as profit in profit or
loss for the period.
Intracompany transactions, balances, and unrealized gains on transactions between group companies
are eliminated. Unrealized losses are also eliminated unless the transaction offers impairment
indications of the asset transferred.
Where necessary, the subsidiaries’ accounting policies have been modified to ensure consistency with
those adopted by the Group. Note 2 provides a full list of the consolidated subsidiaries alongside the
Group’s shareholdings.
Subsidiaries’ financial statements preparation date coincides with the relevant date of the parent
company.
4.1.2 Investments in Subsidiaries (Separate Financial Statements)
The investments of the parent company in its subsidiaries are measured at cost less impairment losses.
Impairment test is performed based on the requirements of IAS 36.
 
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4.1.3 Changes in a parent’s ownership interest in subsidiaries
In case of changes in a parent’s ownership interest in a subsidiary, it is examined whether the changes
result in a loss of control or not.
Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are
accounted for as equity transactions (i.e. transactions with owners in their capacity as owners).
In such circumstances, the carrying amounts of the controlling and non-controlling interests shall
be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference
between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration paid or received shall be recognized directly in equity and attributed to the owners
of the parent.
In case the parents’ ownership interest changes in such a way that there is loss of control, then
the parent shall record the necessary accounting entries and recognize the result from the sale
(derecognition of the assets, goodwill and liabilities of the subsidiary as of the date of loss of
control, derecognition of the book value of non-controlling interests, determination of the result
from the sale). Following the loss of control of a subsidiary, any investment in the former
subsidiary is recognized according to the requirements of IFRS 9.
4.1.4 Non-controlling Interests
Non-controlling interests are the part of the subsidiary that is not attributed, directly or indirectly, to
the parent company. The losses that relate to the non-controlling interests of a subsidiary might exceed
the rights of the non-controlling interests in the parent company’s equity. The profit or loss and the
total comprehensive income should be attributed to the owners of the parent and to the non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
4.1.5 Associates
Associates are the companies on which the Group has significant influence but not control. The
assumptions used by the Group are that a shareholding between 20% and 50% of the voting rights of
a company indicates significant influence on that company except where it can clearly be proved
otherwise. Investments in associates are initially recognized at cost and are consolidated using the
equity method.
At the end of every financial year, the cost increases or decreases with the Group’s proportion in the
changes in equity of the investee company. The Group’s share in the associates’ profits or losses
following their acquisition is recognized in the Income Statement whereas the change in the
associates’ reserves is recognized in equity reserves. When the Group’s shareholding in the losses of
an associate is equal or exceeds the cost of its investment in the associate including any other doubtful
debts, the Group does not recognize further losses except if it has covered liabilities or made payments
on behalf of the associate and those deriving from its shareholder capacity. If in the future the
associate presents profits, the investor will begin to re-recognize its share in the profit, only when its
share in the profits becomes equal with its share in the losses not recognized.
Non-realized profits from transactions between the Group and its associates are eliminated by the
Group’s shareholding in the associates. Non-realized losses are eliminated except if the transaction
indicates evidence of impairment of the transferable assets.
The accounting policies of the associates are modified in order to be consistent with those used by
the Group.
4.1.6 Investments in Associates (Separate Financial Statements)
Investments in associates in the separate Financial Statements are measured at fair values according
to IFRS 9 provisions for the assets available for sale. The investments are initially recognized at fair
 
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MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
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value and any change in their fair value is recognized directly in equity to the extent that the change
does not pertain to any loss from permanent impairment in the investment’s value. As of 31/12/2022,
the Company did not have any investments in associates.
4.1.7 Investment in joint arrangements
“Joint Arrangements” are classified as either a joint venture or a joint operation depending on the
rights and obligations of the parties to the arrangement.
Interests in joint ventures- under the equity method – are initially recognized at acquisition cost and
then adjusted to the Group's percentage on the profit or loss as well as to other comprehensive income
of joint ventures. When the extent of the Group participation in joint venture losses equals or exceeds
its interest in this joint venture, the Group does not recognize further losses, unless it has incurred
obligations or advanced payments on behalf of the joint venture.
Unrealized gains on transactions between the Group and joint ventures are eliminated to the extent of
the interest in joint ventures. Moreover, unrealized losses are also eliminated, unless there is evidence
for the impairment of the transferred asset.
Moreover, regarding its interests in Joint Arrangements, the Group recognizes the following in its
consolidated financial statements:
a. its assets (including its share in any assets under joint arrangement),
b. its liabilities (including its share in any liabilities burdening it under joint arrangement),
c. its share in revenue from disposal of production under joint arrangement, and
d. its expenses (including its share in any expenses burdening it under joint arrangement).
4.2 Financial Instruments
A financial instrument is defined as an agreement creating either a financial asset in a company and
a financial liability, or, a shareholding in another company.
4.2.1 Initial Recognition and Derecognition
Financial asset or financial liability are recognized in the Statement of Financial Position, when and
only when the Group becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognized when the contractual rights to the cash flows from the financial
asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability (or part of it) is derecognized from the Statement of Financial Position, when and
only when the contractual liability is extinguished, discharged, cancelled or expired.
4.2.2 Classification and measurement of financial assets
Except for those trade receivables that do not contain a significant financial component and are
measured at the transaction price in accordance with IFRS 15, all financial assets are initial measured
at fair value adjusting for transaction costs except for financial assets measured at fair value through
profit and loss.
Financial assets, other than those designated and effective as hedging instruments, are classified into
the following categories:
a.
Amortized cost
b.
Fair value through profit and loss, and
c.
Fair value through other comprehensive income
 
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The classification is determined by both the entity’s business model for managing the financial asset
and the contractual cash flow characteristics of the financial asset.
All income and expenses relating to financial assets that are recognized in profit or loss are presented
within the items “Other financial results”, “Financial expenses” and “Financial income”, except for
impairment of trade receivables which is presented within operating expenses.
4.2.3 Subsequent measurement of financial assets
Financial asset is subsequently measured at fair value through profit and loss, amortized cost or fair
value through other comprehensive income. The classification is based on both criteria:
i.
the entity ‘s business model for managing the financial asset, meaning, whether the objective is
to hold for the purpose of collecting contractual cash flows or collecting contractual cash flows
as well as the sale of financial assets, and,
ii.
whether the contractual cash flows of the financial asset consist exclusively of capital repayments
and interest on the outstanding balance (“SPPI” criterion).
The measurement category at amortized cost includes non-derivative financial assets like loans and
receivables with fixed or determinable payments that are not tradeable in an active market. After
initial recognition these are measured at amortized cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial.
For financial assets measured at fair value through other comprehensive income, changes of fair value
are recognized in the Statement of Comprehensive Income and reclassified in Income Statement upon
derecognition of the financial instruments.
For financial assets measured at fair value through profit and loss are measured at their fair value and
changes of fair value recognized in gains or losses of Income Statement. The fair value of these
instruments is determined by reference to active market transactions or using a valuation technique
where no active market exists.
4.2.4 Classification and measurement of financial liabilities
The Group’s financial liabilities include mainly bank loans and Bond Loans. Borrowings are initially
measured at cost, which is the fair value of the exchange received minus the cost of issuance. They
are then measured at amortized cost under the effective rate method. Loans are classified as short
term liabilities unless the Group maintains the absolute right to transfer the settlement of liabilities
for at least 12 months after the Financial Statements reporting date.
Financial liabilities may be classified upon initial recognition at FVTPL, if the following criteria are
met.
(a)
The Classification reverses or reduces significantly the accounting mismatch effects that would
emerge if the liability had been measured at amortized cost.
(b)
These liabilities belong to a group of liabilities, being managed or evaluated with respect to their
performance, based on fair value, according to the Group’s financial risks management strategies.
(c)
A financial liability contains an embedded derivative, classified and measured separately.
Convertible Bond Loans
The Group classifies a financial instrument it issued under equity or liabilities depending on the
instrument’s contractual terms. Convertible bond loans are divided in two parts: on the one hand, the
financial liability, and on the other, the equity component regarding the option the holder is granted
to convert the bond into common shares of the Company.
The financial liability is initially measured at present value of any future payments the Group has
assumed regardless of bond holders’ exercising any option. The discount rate used is the market rate
 
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in effect on the issuing date for a similar loan, excluding the embedded conversion option.
Subsequently, the liability is measured either at amortized cost by the effective rate method or at the
fair value according to the specific characteristics of each CBL. The interest derived from bond loans
is included in the “Financial expenses” account.
The residual value between the net product of issue and the present value of the financial liability,
after subtracting the corresponding income tax is directly credited to equity.
In case that the rule “fixed for fixed” of IAS 32 is not qualified, the convertible bond loan constitutes
as a whole a compound financial instrument and as a whole (both the element of the loan and the
incorporated derivative in the form of conversion option) is classified as a financial liability.
Disposal of convertible bonds of the Company after their issue by companies of the Group is
accounted for in the consolidated financial statements in a way equivalent to the initial issue of bonds.
4.2.5 Derivative Financial Instruments and Hedging
All financial derivatives are recognized and measured at fair value. Financial derivatives are presented
separately as assets when the fair value is positive and separate in the liabilities when the fair value is
negative.
The method of recognition of profit or loss depends on whether a derivative has been identified as a
hedged item and whether it is offset by nature of the item which is offset.
With the hedging of cash flows, the Group intends to cover the risks that cause a change in cash flows
and arise from an asset or a liability or a future transaction and that change will affect the income
statement. Examples of the Group's cash flow offsetting include future transactions in the shipping
fuel market, subject to changes in market prices.
The Group uses hedge accounting when at the commencement of the hedging transaction and the
subsequent use of the financial items derivatives it may also document the relationship between the
hedged item and the hedging instrument regarding the risk management and strategy for the hedging
decision. Moreover, hedge accounting is applied only when it is expected to be effective and can be
reliably measured and on an ongoing basis for every reporting period.
The Group has set a ratio of 1:1 as a hedge ratio for the relationship between the hedging instrument
(contracts) and the hedged item (oil).
Ineffectiveness in hedging may result from a) differences that may arise in the time difference between
the cash flows of the hedging instruments and the hedged item, and b) contingent change in the hedging
ratio of the hedging relationship resulting from the amount of the hedged item, which the Group
actually hedges, and the amount of hedging instrument that the Group actually uses to offset this
amount of the hedging item and c) contingent decrease in consumption due to route reductions.
Changes in the fair value of the effective component of the hedging instrument are recognized in equity
(Fair value reserves) through other comprehensive income, while the inefficient component is
recognized in the Income Statement.
The amounts accumulated in equity are transferred to the Income Statement in the periods when the
hedged items are recognized in the incomes statement.
The Group measures the fair value reserves at the lowest of the following amounts (in absolute sizes):
i) the cumulative gain or loss of the hedging instrument from the commencement of the hedging; and;
ii) the cumulative change in fair value (in present value) of the hedged item (i.e. the present value of
the cumulative change in the hedged expected future cash flows) from the commencement of the
hedging.
 
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When a cash flow hedging item expires, is disposed or exercised without being replaced, or when a
hedging instrument no longer meets the criteria for hedge accounting, any cumulative profit or loss in
the Equity at that time is transferred to the income statement.
Finally, it is to be noted that as far as hedge accounting is concerned, the Group continues to apply
the requirements arising from IAS 39
.
4.2.6 Fair Value Measurement Methods
The fair values of financial assets and liabilities that are traded in active markets are determined by
the current bid prices without subtracting the transaction costs. As for non-traded financial assets and
liabilities, the fair values are determined by the application of valuation techniques such as an analysis
of recent transactions, comparable assets that are traded, derivative valuation models and discounted
cash flows.
The Group uses generally accepted valuation methods for the measurement of fair values of ordinary
instruments such as interest rate swaps and FX swaps. The data used is based on relevant market
measurements (interest rates, share prices, etc.) on the reporting date of the Statement of Financial
Position. Valuation techniques are also used for the valuation of non-traded securities as well as for
derivatives with no underlying assets. In this case, the techniques used are more complex and apart
from market data, they include assumptions and estimates for the future cash flows of the security.
The estimated future cash flows are based upon Management’s best estimates and the discount rate
used is the market rate for an instrument having the same attributes and risks.
In some cases, the valuations derived from the generally accepted methods for valuation of securities
are adjusted to reflect factors which are taken into consideration by the market in order to value a
security, such as business risk and marketability risk.
The method used to determine fair value for financial instruments that are valued using valuation
models is described below. These models include the Group's assessment of the assumptions an
investor would use in performing a fair value valuation and are selected based on the specific
characteristics of each investment.
The Company, in accordance with the requirements of IFRS 9 at the end of each reporting period of
the financial statements performs the calculations required in relation to the determination of the fair
value of its financial instruments. Investments in listed shares in domestic and foreign stock
exchanges are valued based on the quoted market prices for these shares. Investments in non-listed
shares are valued based on generally accepted valuation models which sometimes incorporate data
based on observable market inputs and sometimes are based on unobservable data.
4.2.7 Offsetting
Financial assets and liabilities are offset and the net amount is presented in the statement of Financial
Position when the Group has a legally enforceable right and intends to settle both the asset and
liability simultaneously on a net basis amount.
Income and expenses are offset only if such an act is permitted by the standards or when they refer
to gains or losses that arose from a group of similar transactions such as trading portfolio transactions.
4.3 Impairment of Assets
The Group as part of the impairment tests at the end of each financial year:
i)
Identifies and assesses the condition of the Greek economy, but also the performance of a
sample of companies in the relevant segment of each company.
ii)
Collects, analyzes and monitors the information on previous performance, compared with the
financial development of the companies at the end of each reporting period. The analysis of this
 
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MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
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data provides information in respect to achieving or not achieving the business objectives and
indicates the trend regarding the results and the financial performance of the companies at the
end of the annual reporting period.
iii)
Examines the business conditions and the available information and estimates regarding future
developments in the economy and financial trends.
Taking into account that there are indications of impairments on each interim reporting date of the
financial statements the Group retests the assumptions of the business plans using as base the business
plan drawn up at the end of the previous annual reporting period and which relates to subsequent
financial periods with a five-year horizon.
4.3.1 Non-financial assets (goodwill, other intangible assets and tangible fixed assets)
For impairment measurement purposes, assets are classified into smaller groups of assets that can
generate cash flows independently from other assets or Cash Generating Units of the Group (CGU).
As result, certain assets are tested for impairment on their own while others at Cash Generating Unit
level. Goodwill is allocated to such Cash Generating Units, from which it is expected that benefits
will arise from synergies relating to business combinations, and which represent the smaller level
within the Group, where the Management monitors goodwill.
Cash Generating Units, to which goodwill has been allocated, are subjected to impairment testing, at
least on an annual basis. All other separate assets or Cash Generating Units are subject to impairment
testing when events or changes in conditions indicate that their book value may not be recoverable.
An impairment loss is recognized for the amount where the book value of an asset or a Cash
Generating Unit exceeds its recoverable amount, which is the highest between fair value less sale
costs and value in use. In order to define value in use, the Management defines the estimated cash
flows for every Cash Generating Unit, defining a suitable discount rate in order to calculate the current
value of these cash flows. The data used for the impairment test arise directly from recent calculations,
approved by the Management, suitably adjusted in order not to include future reorganizations and
improvements of assets. Discount factors are defined separately for every Cash Generating Unit and
reflect the corresponding risk elements, defined by the Management on an individual basis.
The Cash Generating Units’ impairment loss firstly decrease the book value of goodwill, allocated to
them. The remaining impairment loss is charged pro rata to the other assets of each Cash Generating
Unit. With the exception of goodwill, all assets are subsequently reassessed for indications that the
previously recognized impairment loss no longer exists. An impairment loss is reversed if the
recoverable amount of a Cash Generating Unit exceeds its carrying amount.
4.3.2 Financial Assets
The Group and the Company recognize impairment provisions for expected credit losses of all
financial assets except for those measured at fair value through profit and loss.
The purpose of IFRS 9 ‘s impairment requirements is to recognize expected credit losses over the
financial asset ‘s lifetime, whose credit risk has raised after initial recognition, regardless if the
assessment is at a collective or standalone level, using all information which can be collected, based
on both historical and current data as well, but also data in respect of reasonable and supportable
forecasts.
In applying the above mentioned approach a distinction is made between:
o financial instruments that have not deteriorated significantly in credit quality since initial
recognition or that have low credit risk (Stage 1),
o
financial instruments that have deteriorated significantly in credit quality since initial recognition
and whose credit risk is not low (Stage 2), and
 
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o
financial instruments that have objective evidence of impairment at the reporting date (Stage 3).
For financial instruments of Stage 1 are recognized as credit losses for the next twelve months period,
while for financial assets of Stage 2 or Stage 3 are recognized as credit losses over their lifetime.
Expected credit losses are defined as the difference between all the contractual cash flows that are
due to and the cash flows that are actually expected to be received by the Group or the Company.
This difference is discounted at the original effective interest rate of financial asset.
The Group applies the simplified approach of this Standard for assets instruments from contracts,
trade receivables and leases receivables by calculating the expected credit losses over the lifetime of
abovementioned instruments. In this case, the expected credit losses reflect the expected shortfalls in
contractual cash flows, considering the potential for default at any point during the life of the financial
instrument. In calculating the expected credit losses, the Group uses a provision matrix in which the
above mentioned financial instruments have been grouped in regard of balances’ nature and ageing
and by taking into account available historical data in respect of the debtors, adjusted with future
factors related to debtors and financial environment.
4.4 Conversion into Foreign Currency
The consolidated financial statements are presented in Euro, which is the functional currency and the
Group’s reporting currency.
(a) Foreign Operations
The assets and liabilities in the financial statements, including goodwill and fair value adjustments
due to business combinations, of the foreign subsidiaries, are converted into Euro by using the
exchange rates applicable on the Statement of Financial Position reporting date. Revenues and
expenses have been converted into the Group’s reporting currency by using the average exchange
rates prevailing during the financial year. Any differences arising from the said procedure have been
debited / (credited) to the “FX translation reserve” account of the subsidiaries’ while it’s recognized
in other income in the Statement of Comprehensive Income. Upon selling, elimination or
derecognition of a foreign subsidiary the above FX translation reserve is transferred to the Income
Statement of the period.
(b) Transactions in Foreign Currency
Foreign currency transactions are converted into the functional currency by using the exchange rates
applicable on the date when the said transactions were performed. The monetary assets and liabilities
which are denominated in foreign currency are converted into the Group’s functional currency on the
Statement of Financial Position reporting date using the prevailing exchange rate on that day. Any
gains or losses due to translation differences that result from the settlement of such transactions during
the period, as well as from the conversion of monetary assets denominated in foreign currency based
on the prevailing exchange rates on the Statement of Financial Position reporting date, are recognized
in the Income Statement.
The non-monetary assets which are denominated in foreign currency and which are measured at fair
value are converted into the Group’s functional currency using the prevailing exchange rate on the
date of their fair value measurement. The FX translation differences from non-monetary items
measured at fair value are considered as part of the fair value and thus are recorded in the same
account as the fair value differences. In case where currency risk is effectively hedged for
nonmonetary assets that are valued as available for sale, the part of the change in their fair value
which is attributed to currency fluctuations is recognized in the Income Statement for the reporting
period.
 
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Gains or losses deriving from transactions in foreign currency as well as from the end of period
valuation of monetary assets, denominated in foreign currency, which meet the criteria for cash flow
hedges are recognized in other comprehensive income and cumulatively in equity.
4.5 Tangible Fixed Assets
Tangible fixed assets are recognized in the Financial Statements at cost, less accumulated depreciation
and any potential impairment losses. The acquisition cost includes all direct costs stemming from the
acquisition of the assets.
Subsequent expenses are recorded as an increase in the book value of tangible assets or as a separate
asset only to the degree that the said expenses increase the future financial gains anticipated from the
use of the fixed asset and their cost can be measured reliably.
The cost of repair and maintenance works is recognized in the Income Statement when they are carried
out.
The depreciation of tangible fixed assets (excluding land, which is not depreciated) is calculated
based on the straight-line method over their estimated useful life as follows:
Tangible assets
Useful life (in years)
Buildings
30-40
Building facilities
6
Vehicles
5-9
Passenger vessels
35
High speed vessels
25
Ηydrofoil
-flying dolphins
15
Vessels additions and improvements
5
Port facilities
10
Other equipment
3-17
The residual value and the useful life of each asset are re-assessed at the end of every financial year.
When the book values of the tangible fixed assets are higher than their recoverable value, then the
difference (impairment) is recognized directly as an expense in the Income Statement. Upon sale of
tangible assets, the differences between the sale price and their book value are recognized as profits
or losses in the Income Statement.
4.6 Intangible Assets
Intangible assets include mainly software licenses, rights, and trademarks. Furthermore, in the
consolidated financial statements intangible assets are recognized at fair value which had not been
previously recognized in the financial statements of the acquired companies.
An intangible asset is initially recognized at cost. The cost of an intangible asset which was acquired
in a business combination is the fair value of the asset on the purchase date.
Following initial recognition, the intangible assets are measured at cost less accumulated amortization
and any impairment loss. Amortizations are recorded based on the straight-line method during the
useful life of the said assets. The period and method of amortization is reassessed at least at the end
of every reporting period.
(a) Software
The maintenance of software programs is recognized as an expense when the expense is realized. On
the contrary, the costs incurred for improving or prolonging the return of software programs beyond
their initial technical specifications, or respectively the costs incurred for the modification of the
 
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software, are incorporated in the acquisition cost of the intangible asset, only if they can be measured
reliably.
(b) Trademarks
Trademarks are measured at cost less their accumulated amortization and any impairment losses.
Furthermore, trademarks are recognized at fair value based on the purchase price allocation (PPA)
into the assets and liabilities of the acquired company.
The cost of trademarks includes initial set up expenses as well as expenses relating to their registration
in Greece and abroad.
(c) Licenses
Licenses are recognized at fair value based on the allocation procedures regarding the consideration
effective under acquisition of assets and liabilities of acquirers. Licenses recognized when allocating
acquisition costs have indefinite useful life and are tested for impairment in every reporting period.
Below is a summary of the policies adopted regarding the useful life of the Group’s intangible assets:
Intangible assets
Duration
Useful life (in years)
Software
Defined
5-8
Trademarks: Blue Star Ferries, Superfast,
Hellenic Seaways
Indefinite
-
4.7 Goodwill
Goodwill arises upon the acquisition of subsidiaries and associates.
Goodwill is the difference between the acquisition cost and the fair value of the assets, liabilities and
contingent liabilities assumed of the acquired entity on the date of the acquisition. In the case where
a subsidiary is acquired, goodwill is presented as a separate asset, whereas in the case of an associate
acquisition, goodwill is included in the Group’s investment in associates account.
On the date of acquisition (or on the date of completion of the purchase price allocation), the goodwill
is allocated to the Cash Generating Units or to the group of Cash Generating Units which are expected
to benefit from this business combination. Following the initial recognition, the goodwill is measured
at cost less accumulated losses due to its impairment. Goodwill is not amortized, but is tested on a
yearly basis or more regularly if events or changes in conditions indicate that there might be a possible
impairment loss (please refer to Note 4.3.1 in respect of the procedures followed for a goodwill
impairment test).
If part of a Cash Generating Unit, to which goodwill has been allocated, is sold, then the amount of
goodwill corresponding to the sold part is included in the book value of the asset in order to calculate
the profit or loss. The amount of goodwill apportioned to the sold part is assessed based on the
relevant values of the part sold as well as on the remaining part of the Cash Generating Unit.
4.8 Investment Property
Investment property relates to investments in properties which are held (either through acquisitions
or through leasing) by the Group, either to generate rent from its lease or for the increase in its value
(increased capital) or for both purposes and are not held: a) to be used for production or distribution
of raw materials / services or for administrative purposes; and b) for the sale as part of the company’s
ordinary activities.
Investment property is initially valued at purchase cost including transaction expenses. Subsequently,
it is measured at fair value. Independent appraisers with adequate experience in the location and in
the nature of investment properties measure the fair value.
 
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The book value recognized in the Group’s Financial Statements reflects the market conditions on the
date of the reporting date of the Statement Financial Position. Every profit or loss derived from the
fair value revaluations of the investment is recognized in the Income Statement for the period in
which it has been recognized (for the result recognized in the Statement of Comprehensive Income
for the presented period please refer to Note
14).
Properties which are under construction or utilized in order to be used as investment properties in the
future are included in investment properties account. In the case where the company is not in a
position to measure the fair value of the property which is under construction, but expects to be in a
position to measure its fair value upon completion, the investment property under construction will
be measured at cost up to the time when it will be feasible to measure the fair value or when the
construction will be complete.
Property transfers from investment property to fixed assets take place only when there is a change in
the use of the said property which is proven by the Group’s own use of the property or by the Group’s
commencement to develop this property for sale.
An investment property is derecognized (eliminated from the Statement of Financial Position) when
it is sold, or it is permanently retired and when the investment is not expected to generate future
economic benefits from its sale. The profits or losses from the retirement or sale of investment
properties are derived from the difference of the net proceeds from the sale and the book value of the
asset and are recognized in the Income Statement for the period in which the asset was sold or
withdrawn.
4.9 Inventory
Inventory is valued at the lowest price between cost and net liquidation value. The cost of finished
and semi-finished products includes all costs incurred to obtain and process up to their current state
and it includes raw materials, labor costs, general industrial expenses (based on normal operating
capacity but excluding cost of debt) and packaging costs. The cost of raw material and of finished
products is defined according to the average cost.
The net realizable value of finished and semi-finished products is the estimated selling price during
the ordinary operations of the Group minus the estimated costs for their completion and the estimated
costs for their sale. The net liquidation value of raw material is the estimated replacement cost during
the Company’s ordinary operations. A provision for slow-moving or impaired inventories is formed
when necessary.
4.10 Leases
The Group as a lessee
For every new contract signed, the Group assesses whether the contract constitute, or involves, a
lease. A lease constitutes or involves a lease if the contract grants the right-of-use of an identified
asset for a period against a fixed consideration. In this context, the Group assesses whether:
the contract grants the right-of-use of an identified asset, which is either expressly specified
in the contract or indirectly if expressly specified at the time the item becomes available for
use by the Group,
the Group has the right to substantially receive all financial benefits from the use of the
identified, and
the Group has the right to direct the use of the identified asset.
Leases are recognized in the Statement of Financial Position as a right-of-use asset and a lease liability
at the date the leased asset becomes available for use.
 
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The rights-of-use assets are initially measured at cost less accumulated depreciation and any
impairment. The cost, at initial recognition, includes the amount of initial measurement of the lease
liability, initial costs directly attributable to the lease, costs of rehabilitation and the lease payments
made on or prior to the effective date, reduced by the amount of discounts or other incentives.
Subsequent to initial recognition, the rights-of-use assets are amortized at the straight-line basis over
the shorter period between the asset's useful life and its lease term and is subject to impairment test
if relative indications are identified.
Lease liabilities are initially recognized at amount equal to the current value of the leases over the
entire term of the lease and include conventional fixed lease payments, variable payments that depend
on an index and amounts related to residual payments that are expected to be paid. They also include
the exercise price of the purchase option, as well as amounts of penalties for terminating the lease if
the lessor is reasonably certain to exercise that option. The interest rate implicit in the lease is used
to calculate the present value of the lease, or in the event that this is not specified in the contract, the
incremental borrowing rate. This interest rate represents the cost that the lessee should pay to borrow
the capital needed to acquire an asset with similar characteristics, and conditions with the leased asset
in a similar economic environment.
After initial recognition, the amount of the lease liabilities is increased by their financial cost and
decreased by the lease payments. In the event, there is a change in the lease payments due to a change
in an index, in measuring the residual value or in evaluating an exercise price of the purchase option,
extending or terminating the lease, then the amount of the liability is reassessed.
The Group has chosen to
make use of the facilitation practices provided for in IFRS 16 for short-term
leases (leases with a maturity less than 12 months) and for low-value leases. Lease payments for these
leases are recognized as expenses in the consolidated Income Statement using the fixed method.
In the Statement of Financial Position the right-of-use assets are presented in “Fixed Assets”, while
the lease liabilities are presented separately.
Sale and leaseback
For sale and leaseback transactions which constitute finance leases, any positive difference from the
sale of the asset with respect to its book value is not recognized immediately as income from the
Company but is rather recognized as deferred income in the financial statements which is amortized
over the lease’s duration.
If the fair value of the asset during its sale and leaseback is lower than its book value, then the loss
derived from the difference between the book value and the fair value is not immediately recognized,
except if the asset is impaired in which case the asset’s book value is decreased to its recoverable
value according to IAS 36.
The Group as a lessor
The Group's leases as a lessor are classified as operating or finance. A lease is classified as financial
if it transfers
substantially all the risks and benefits related to the ownership of the identified asset.
On the contrary, a lease is classified as operating if it does not transfer substantially all the risks and
benefits related to the ownership of the asset.
Lease income from operating leases is recognized under the terms of the fixed method lease. Initially,
direct costs burdening the Group in the negotiation and agreement of an operating lease are added to
the book value of the leased asset and are recognized throughout the lease term as lease income.
Assets under finance lease are derecognized and the Group recognizes a receivable equal to the net
investment in the lease. Lease receivables are discounted by the realized interest rate method and the
 
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book value is adjusted accordingly. Leases collected are increased on the basis of interest on the
receivables and are decreased by the lease collections.
4.11 Cash, Cash Equivalents and Restricted Deposits
Cash, cash equivalents and restricted deposits include cash in hand, sight deposits, term deposits,
bank overdrafts and other highly liquid investments that are directly convertible into particular
amounts of cash equivalents which are not subject to significant value change risk. They also include
separately the Group’s and the Company’s blocked deposits.
For purposes of preparing the consolidated Statement of Cash Flows, cash and cash equivalents
consist of cash in hand, bank deposits as well as cash equivalents as defined above.
4.12 Share Capital and Treasury Shares
The share capital is defined according to the nominal value of the shares issued by the Company. A
share capital increase by cash payment includes every share premium at the initial share capital
issuance.
(a) Share capital increase expenses
Expenses directly related to a share capital increase are shown subtracted from equity after deducting
tax.
(b) Dividends
Shareholders dividends are recognized as a liability within the financial year approved by the General
Meeting of the Company’s Shareholders.
(c) Treasury shares
Parent company shares owned by the parent or its subsidiaries are recognized at acquisition cost, are
included in the “Treasury Shares” account and are subtracted from the parent company’s equity until
they are cancelled, reissued or resold. Treasury share acquisition cost includes transaction
expenditures, after excluding the corresponding income tax. The parent company’s treasury shares do
not reduce the number of outstanding shares; they do, nevertheless, affect the number of shares
included in the earnings per share calculation. The parent company’s treasury shares are not entitled
to a dividend. The difference between the acquisition cost and the final price from reselling (or
reissuing) the treasury shares is recognized in equity and is not included in the net result for the
financial year. On 31/12/2022, the Group did not hold any treasury shares.
4.13 Income Tax and Deferred Tax
The income tax charge includes current taxes, deferred tax and the differences of preceding financial
years’ tax audits.
Current income tax
Current tax is calculated based on the tax statements of Financial Position from each one of the
companies included in the consolidated Financial Statements, according to the tax laws applicable in
Greece or other tax regulations applicable for foreign subsidiaries. The income tax expense includes
income tax based on each company’s profits as presented on their tax declarations and provisions for
additional taxes and is calculated based on the dully or in principal constituted tax rates.
Deferred income tax
Deferred taxes are the taxes or the tax reliefs from the financial encumbrances or benefits of the
financial year in question, which have been allocated or shall be allocated to different financial years
by the tax authorities. Deferred income tax is determined under the liability method deriving from the
temporary differences between the book value and tax base of assets and liabilities. There is no
deferred income tax if it derives from the initial recognition of an asset or liability at a transaction,
 
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other than at a business combination, and the recognition did not affect either the accounting or the
tax profit or loss.
Deferred tax assets and liabilities are measured in accordance with the tax rates in effect in the
financial year during which an asset or a liability shall be settled, taking into account the tax rates
(and tax regulations) which have been or are effectively in force until the Statement of Financial
Position reporting date. In case where it is not possible to clearly determine the time needed to reverse
the temporary differences, the tax rate applied is the one in force in the day after the Statement of
Financial Position reporting date.
Deferred tax assets are recognized when there is taxable income and a temporary difference which
creates a deferred tax asset. Deferred tax assets are re-examined on each reporting date and are
decreased to the extent where there won’t be sufficient taxable income to allow the utilization of the
benefit as a whole or in part of the deferred tax asset.
Deferred income tax is recognized for the temporary differences derived from investments in
subsidiaries and associates, except in the case whereby the temporary differences reversal is
controlled by the Group and is probable that the temporary differences will not be reversed in the
foreseeable future.
Most changes in the deferred tax assets and liabilities are recognized as part of the tax expenses in
the Income Statement for the financial year. Only those changes in assets and liabilities which affect
the temporary differences are recognized directly in the Group’s equity resulting in the relative
change in deferred tax assets or liabilities to be recognized in equity.
Profits from shipping activities (discontinued operations)
According to Law 27/1975, Article 6, the ship-owners companies whose vessels are carrying the
Greek flag or foreign flag but have established their offices in Greece under Law 89/67 pay taxes
based on the gross tonnage of the vessels, regardless of profits or losses. This tax is in effect an
income tax which is readjusted according to the above law.
After the payment of the aforementioned tax, every liability relating to income tax from shipping
activities is settled. In this case, a permanent difference is created between accounting and taxable
income, as a result the difference is not taken into consideration for the calculation of deferred
taxation.
Profits from non-shipping activities (discontinued operations)
In this case we calculate the total income by adding the income from non-shipping activities. Non
vessel expenses are allocated based on the gross registered tonnage of each vessel.
The profit arising from the above calculation, referring to non-shipping activities, is taxable under
the general provisions.
4.14 Government grants
Government grants related to grants for assets are recognized at fair value when there is reasonable
assurance that the grant will be received and that all the relevant conditions attached will be met.
These grants are recognized as deferred income, which is recognized in the profits or loss of each
reporting period in equal instalments based on the useful life of the asset after deducting all related
depreciation expenses.
Grants relating to expenses are recognized after deducting all the relevant expenses during the period
required for their systematic correlation with subsidized expenses.
 
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4.15 Employee Benefits
Short-term Benefits:
Short-term benefits to personnel (except for termination of employment
benefits) in cash and in kind are recognized as an expense when considered accrued. Any unpaid
amount is recognized as a liability, whereas in case the amount already paid exceeds the benefits’
amount, the entity identifies the excess as an asset (prepaid expense) only to the extent that the
prepayment shall lead to a future payments’ reduction or refund.
Retirement Benefits:
Benefits following termination of employment include lump-sum severance
grants, pensions and other benefits paid to employees after termination of employment in exchange
for their service. The Group’s liabilities for retirement benefits cover both defined contribution plans
and defined benefit plans.
The defined contribution plan’s accrued cost is recognized as an expense in the financial year where
it relates. Pension plans adopted by the Group are partly financed through payments to insurance
companies or state social security funds.
(a) Defined Contribution Plan
Defined contribution plans pertain to contribution payment to Social Security Organizations and
therefore, the Group does not have any legal obligation in case the Fund is incapable of paying a
pension to the insured person. The employer’s obligation is limited to paying the employer’s
contributions to the Funds. The payable contribution by the Group in a defined contribution plan is
identified as a liability after the deduction of the paid contribution, while accrued contributions are
recognized as an expense in the Income Statement.
(b) Defined Benefit Plan (non-funded)
Under Laws 2112/20 and 4093/2012, the Company must pay compensation upon retirement or
termination to its employees. The amount of compensation paid depends on the years of service, the
level of wages and the way of leaving service (dismissal or retirement). The entitlement to participate
in these plans is usually based on years of service of the employee until retirement.
The liability recognized in the Statement of financial Position for defined benefit plans is the present
value of the liability for the defined benefit less the plan assets’ fair value (reserve from payments to
an insurance company), the changes deriving from any actuarial profit or loss and the service cost.
The defined benefit commitment is calculated on an annual basis by an independent actuary through
the use of the projected unit credit method. Regarding FY 2021, the selected rate follows the tendency
of iBoxx AA Corporate Overall 10+ EUR indices, which is regarded as consistent with the provisions
of IAS 19, i.e. is based on bonds corresponding to the currency and the estimated term relative to
employee benefits as well as appropriate for long-term provisions.
A defined benefit plan establishes, based on various parameters, such as age, years of service and
salary, the specific obligations for payable benefits. Provisions for the period are included in the
relative staff costs in the accompanying separate and consolidated Income Statements and comprise
of the current and past service cost, the relative financial cost, the actuarial gains or losses and any
possible additional charges. Regarding unrecognized actuarial gains or losses, the revised IAS 19 is
applied, which includes a number of changes to accounting for defined benefit plans, including:
recognition of actuarial gains/losses in other comprehensive income and their permanent
exclusion from the Income Statement,
non-recognition of the expected returns on the plan investment in the Income Statement but
recognition of the relative interest on net liability/(asset) of the benefits calculated based on the
discount rate used to measure the defined benefit obligation,
recognition of past service cost in the Income Statement at the earliest between the plan
modification date or when the relative restructuring or terminal provision are recognized,
 
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other changes include new disclosures, such as quantitative sensitivity analysis.
4.16 Provisions, Contingent Assets and Liabilities
Provisions are recognized when the Group has present legal or imputed liabilities as a result of past
events; their settlement is possible through resources’ outflow and the exact liability amount can be
reliably estimated. The provisions are reviewed on the date of the Financial Statements and are
adjusted accordingly to reflect the present value of the expense expected for the settlement of the
liability. Restructuring provisions are identified only if there is a detailed restructuring plan and if
Management has informed the affected parties on the plan’s key points. When the effect of the time
value of money is significant, the provision is calculated as the present value of the expenses expected
to be incurred in order to settle this liability.
If it is no longer probable that an outflow will be required in order to settle a liability for which a
provision has been formed, then it is reversed.
In cases where the outflow due to current commitments is considered improbable or the provision
amount cannot be reliably estimated, no liability is recognized in the financial statements.
Contingent liabilities are not recognized in the financial statements but are disclosed except if the
probability of an outflow, which encompasses economic benefits, is scarce. Possible inflows from
economic benefits for the Group which do not meet the criteria of an asset are considered a contingent
asset and are disclosed when the inflow of the economic benefits is probable.
4.17 Revenues-Expenses Recognition
For the recognition and measurement of revenues from contracts with customers, a new model is
followed which includes a 5-step process.
1.
Identifying the contract with a customer.
2.
Identifying the performance obligations.
3.
Identifying the transaction price.
4.
Allocating the transaction price to the performance obligations.
5.
Recognizing revenue when/as performance obligation(s) are satisfied.
Transaction price is the amount of consideration to which the Group expects to be entitled in exchange
for transferring promised goods or services to a customer, excluding amounts collected on behalf of
third parties (value added tax, other taxes on sales). If the amount of consideration is variable, then
the Group estimates the amount of consideration which will be entitled for transferring promised goods
or services with the method of expected value or the method of most probable amount. Transaction
price, usually, is allocated to each performance obligations on the base of relevant stand-alone selling
prices of promised contract, distinct good or service.
Revenues are recognized when the performance obligations are satisfied, either at a point in time
(usually for obligations relevant to transfer of goods at a client) or over time (usually for obligations
relevant to transfer of services to a client).
The Group recognizes a contractual obligation for amounts received from clients (prepayments) in
respect of performance obligations which have not been fulfilled, as well when it retains right on an
amount of consideration which is unreserved (deferred income) before the execution of contract ‘s
performance obligations and the transfer of goods or services. The contractual obligation is
derecognized when the performance obligations have been executed and the revenue has been
recognized in Income Statement.
The Group recognizes trade receivable when exists an unconditional right to receive an amount of
consideration for executed performance obligations of the contract to the client. Respectively the
 
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Group recognizes an asset from contracts when it has satisfied the performance obligations, before
client ‘s payment or before become due the payment, for example when the goods or the services are
transferred to the client before the Group ‘s right to issue the invoice.
Revenue is recognized as follows:
Income from charters of vessels: (discontinued operations)
Income from charters of vessels
is recognized when the passenger makes the voyage.
Revenues from government grants from barren lines itineraries are recognized during the period
they occur and included in Sales.
Revenue from chartering: (discontinued operations)
Revenues from chartering are recognized
on an accrual basis, as stated in the charter agreement.
Income from sales of services on board of ships: (discontinued operations)
Group offer its
services either directly to the customer or through contractors issuing upon completion the
invoice or services rendered invoice. Revenue is recognized based on services rendered (accrual
basis income).
Income from rentals:
Revenue from operating leases of the Group’s investment properties is
recognized gradually during the lease.
Interest and Dividend income
: Interest income is recognized using the effective rate method
which is the rate which is accurately discounts estimated future cash flows to be collected or paid
in cash during the estimated life cycle of the financial asset or liability, or when required for a
shorter period of time, with its net book value.
Dividends are recognized as income upon establishing their collection right.
Expenses:
Expenses are recognized in profit or loss in the period on an accrual basis. Payments
made under operating leases are transferred to the Income Statement as an expense at the time of
use of the leased asset.
The interest expense is recognized on an accrual basis.
4.18 Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset, which will require considerable time until the asset is ready for the suggested use or
disposal, form part of the acquisition cost of that asset until the asset it ready for the suggested use
or disposal. In other cases, the borrowing costs burden profit or loss of the period when incurred.
4.19 Profit or loss from discontinued operations
A discontinued operation is a component of the Group that is either disposed of or classified as held
for sale and
represents a separate major line of business or geographical area of operations,
is part of a unified, coordinated disposure plan for a large part of business or geographical area
of operations or
is a subsidiary acquired exclusively with a view to be resold.
Profit or loss from discontinued operations, including profit or loss of the comparative period are
presented as a separate line in the Income Statement. This amount constitutes the after tax results of
discontinued operations and after-tax profit or loss resulting from the valuation and disposal of the
assets classified as held for sale (please refer to Note 7).
 
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The disclosures of discontinued operations of the comparative period include disclosures for earlier
periods presented in Financial Statements so that the disclosures relate to all the operations that have
been discontinued until the last date of the latest period presented. In cases where operations,
previously classified as discontinued operations, are now continuing operations, disclosures of the
prior periods are adjusted accordingly.
4.20 Earnings per share
Basic earnings per share (Basic EPS) are calculated by dividing the profit after tax that is attributable
to the shareholders of the parent company with the weighted average number of ordinary shares
outstanding during the period, excluding the average number of ordinary shares acquired as treasury
shares.
Diluted earnings per share are calculated by dividing the profit after tax that is attributable to the
shareholders of the parent company (after adjusting for the post tax interest expense of the convertible
securities) with the weighted average number of ordinary shares during the period (adjusted for
diluted shares).
The weighted average number of ordinary shares outstanding during the accounting period as well as
during all presented accounting periods is adjusted in relation to the events that have altered the
number of outstanding ordinary shares without the corresponding alteration of the resources.
4.21
Operating segments
The Company’s BoD is the main corporate body responsible for business decision-making. The BoD
reviews all of the internal financial reports in order to assess the Company’s and Group’s performance
and take decisions on the allocation of resources. The Management has set the operating segments
based on the said internal reports. The BoD uses different criteria in order to assess the Group’s
activities which vary according to the nature of each segment, taking into consideration the risks
involved and their cash requirements.
MIG’s operating segments are defined as the segments in which the Group operates and on which the
Group’s management information systems are based.
For the segmentation, the following have been taken into consideration:
the nature of the products and services;
the type of customer for the products and services;
the methods used in distributing products and services;
the regulatory framework; and
the potential risks involved.
Following the application of IFRS 8 and based on the Management’s approach have been identified
the following operating segments. The operating segments of the Group and the main consolidated
companies (subsidiaries and associates) are presented below:
Financial Services
(MIG, MIG AVIATION HOLDINGS, MIG LEISURE, TOWER
TECHNOLOGY, ATHENIAN INVESTMENTS),
Real Estate
(MIG REAL ESTATE SERBIA, RKB),
Other
(MIG MEDIA)
Transportation*
(ATTICA, MIG SHIPPING,).
* The results of the transportation operating sector are presented in discontinued operations.
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 100
4.22 Non-current assets classified as held for sale and discontinued operations
The Group classifies a long-term asset or a group of long-term assets and liabilities as those held for
sale if their carrying amount is to be recovered principally through a sale transaction rather than
through continuing use.
The basic requirements in order to classify a long-term asset or group of assets as held for sale is that
the asset (or group of assets) must be available for sale in its present condition while the sale should
be subject only to terms that are usual and customary for sales of such assets and must also be highly
probable.
In order for a sale to be considered extremely possible, the following conditions should be applied:
management must be committed in relation to a plan to sell the asset or the group of assets,
a process to identify a buyer and complete the transaction has to be initiated,
the asset or group of assets under disposal must be offered for sale at a price that is reasonable
compared to the concurrent market value of such assets,
the sale must be expected to be completed within one year from the date of classification of the
asset or group of assets as assets held for sale, except for specific exceptions, and
the actions required to complete the plan should indicate that it is unlikely that significant
changes to the plan will be made or that the plan will be withdrawn.
Immediately before the initial classification of the asset (or group of assets and liabilities) as held for
sale, the carrying amount of the asset (or group of assets and liabilities) will be measured in
accordance with applicable IFRS.
Long-term assets (or group of assets and liabilities) classified as held for sale are measured (after the
initial classification as mentioned above) at the lower of their carrying amounts and fair values less
costs to sell and the impairment losses are recorded in the Income Statement. Any increase in fair
value under a subsequent valuation is recorded in the Income Statement but not for an amount
exceeding the cumulative impairment loss that had been initially recognized.
Starting from the date a long-term asset (or group of assets and liabilities) is classified as held for
sale, depreciation is not recognized on such a long-term asset.
5
SIGNIFICANT ACCOUNTING ESTIMATES AND MANAGEMENT ASSESSMENTS
The preparation of the Financial Statements in accordance with the International Financial Reporting
Standards (IFRS) requires the Management to make judgments, estimates and assumptions which
affect assets and liabilities, contingent receivables and liabilities disclosures as well as revenues and
expenses during the periods presented.
In particular, amounts included in or affecting the financial statements, as well as the related
disclosures, are estimated through making assumptions about values or conditions that cannot be
known with certainty at the time of preparation of the financial statements and therefore actual results
may differ from what has been estimated. An accounting estimate is considered significant when it is
material to the financial position and income statement of the Group and requires the most difficult,
subjective or complex judgments of the management. Estimates and judgments of the Management
are based on past experience and other factors, including expectations for future events that are
deemed to be reasonable in the circumstances, and are constantly reassessed on the basis of all
available information. The Group assesses such estimates on an ongoing basis, based on historical
results and experience, holding meetings with experts, trends and other methods that are considered
reasonable in the circumstances, as well as projections regarding their potential change in the future.
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 101
(1) Useful Life of Depreciated Assets
The Management examines the useful life of depreciated assets every financial year. On 31/12/2022,
the Management estimates that the useful lives represent the anticipated remaining useful life of the
assets.
(2) Estimate of Fair Value of Financial Instruments
The calculation of the fair value of financial assets and liabilities for which there are no public market
prices, requires the use of specific valuation techniques. The measurement of their fair value requires
different types of estimates. The most important estimates include the assessment of different risks
to which the instrument is exposed to such as business risk, liquidity risk etc., and the assessment of
the future profitability prospects in the case of equity securities valuation.
(3) Measurement of expected credit losses
Impairment of financial assets is based on assumptions regarding default risk and percentages of
expected credit losses. In particular, the Group's Management applies judgments under selecting such
assumptions, as well as under selecting the inflows for the our poses of calculating impairment, based
on the historical data, the current market conditions and the projections for the future financial sizes
at the end of the reporting period.
Regarding contractual assets, trade receivables and leases, the simplified approach of IFRS 9 is
applied, calculating the expected credit losses over the life of those items using a table of projections.
This table is based on historical data but is adjusted in such a way that it should reflect the projections
for the future economic environment. The correlation between the historical data, the future financial
conditions and the expected credit needs making significant estimates. The amount of expected credit
losses depends to a large extent on changes in the circumstances and the projections of the future
financial conditions. Moreover, historical data and projections for the future may not lead to
conclusions indicative of the actual amount of default on customer liabilities in the future (further
information is provided in Notes 4.3.2 and 16).
(4) Fair Value Measurement of investment property
Estimates relating to fair value measurement of investment property are determined based on
appraisal reports carried out by independent real estate appraisal firm, which assess the fair value of
investment property according to international accepted appraisal methods. The most appropriate
indication of fair value is the existing current values in an active market for relevant rental and other
agreements. In case that the abovementioned information is not available, the value is determined
through a range of reasonable estimates of fair values. In most cases, Discounted Cash Flows was
assessed as the most appropriate valuation method, since the real estate properties are held by the
Group for investment purposes and they are already leased or planned to be leased. Discounted cash
flows models are based on reliable estimates of future cash flows, which derive from the lease terms
of existing rentals and (where possible) from external data, such as current rentals for similar
properties in the same location and condition, using discount rates which depict the current market
estimate regarding the uncertainty of the amount and timing of these cash flows. The application of
discounted cash flow models, involves the use of assumptions to estimate fair value, which are relate
to: receipt of contractual rentals, expected future market rentals, vacancy periods, maintenance
expenses and appropriate discount rates. Further information regarding the key assumptions is
included in Note 40.2.
(5) Contingent Assets and Liabilities
The Group is involved in court claims and compensations during its ordinary activities. The
Management judges that any settlement would not significantly influence the Group’s financial
position on 31/12/2022. The Management assesses the outcome of pending legal cases, according to
information received from the Legal Department and collaborating legal offices. Such information
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 102
arises from the recent developments in the legal cases they handle. In case of a probable outflow from
company’s resources for the settlement of liability and the amount can be estimated reliably, the
Management will make the necessary provisions. Defining the amount necessary to settle the liability
is based on the Management's estimates and a number of factors that require judgment. Changes in
judgments or estimates are likely to result in an increase or decrease in the Group's liabilities in the
future. When additional information becomes available, the Group's Management reviews the events,
based on which it might have to review its estimates (see Note 39.3).
6
BUSINESS
COMBINATIONS
AND
ACQUISITIONS
OF
NON-CONTROLLING
INTERESTS
6.1
Change in non-controlling interests within the annual period ended as of 31/12/2022
Following the Company’s Board of Directors decision as of 16/12/2021 and the Extraordinary
General Meeting of Shareholders held on 17/01/2022, it was decided that the Company should
acquire (indirectly, through 100% subsidiary company under the title MIG REAL ESTATE
SERBIA) the minority stake of 16.89% in the subsidiary RKB against a consideration consisting
of 3 real estate assets owned by RKB of total value € 20.5 m. On 08/08/2022, the share restructuring
of RKB was completed, through the acquisition of the percentage held by the minority shareholder
by MIG REAL ESTATE SERBIA (100% subsidiary of MIG). As a result of the above, on
31/12/2022, MIG REAL ESTATE SERBIA owns 100% of RKB.
6.2
Other changes within the annual period ended as of 31/12/2022
In 2022, MIG increased share capital through cash payment increase in the subsidiary companies
MIG LEISURE LTD by € 15k and MIG REAL ESTATE SERBIA by € 65k. Furthermore, within
2022 the subsidiary companies TOWER TECHNOLOGY and MIG SHIPPING returned share
capital to MIG amounting to € 15k and € 14,894k, respectively.
In
2022, ATTICA paid for the increase in the share capital of its 100% subsidiaries NORDIA
M.C., ATTICA BLUE HOSPITALITY SINGLE MEMBER S.A., SUPERFAST ONE INC.,
SUPERFAST TWO INC., an amount of € 3,300k, € 11,900k, € 18,600k and € 16,350k respectively.
In addition, in 2022 the 100% subsidiary company BLUE STAR FERRIES SINGLE MEMBER
S.A. returned share capital of € 26,950k.
On 12/07/2022, through its subsidiary ATTICA BLUE HOSPITALITY SINGLE MEMBER S.A.,
ATTICA acquired
100% of the owning company of Tinos Beach hotel, located in the Cycladic
island of Tinos, in the area of Kionia, for a total consideration of € 5.8 m, financed through a bank
loan and own funds.
7
DISPOSAL GROUPS CLASSIFIED AS HELD FOR SALE AND DISCONTINUED
OPERATIONS
7.1
Signing the agreement on sale of the participation in ATTICA
On 13/12/2022, the Company announced that it has received a proposal from the company STRIX
Holdings L.P. (“STRIX”), bondholder – owner of the entirety of the bonds a) of the common bond
loan issued by the Company on 14/05/2021, with an outstanding balance as at 31/12/2022 of € 282.9
m,
and b) the convertible bond loan issued by the Company on 31/07/2017, with an outstanding
balance as at 31/12/2022 of € 160.8 m, for the exchange of the entirety of the bonds owned by STRIX
and issued by the Company, for the Company’s total direct and indirect shareholding in ATTICA, i.e.
22,241,173 shares representing 10.31% in ATTICA’s share capital, directly owned by the Company,
and the entirety of the shares of the Company’s wholly owned subsidiary MIG SHIPPING, which
owns 149,072,510 shares representing 69.07% in ATTICA’s share capital. The terms of the proposal
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 103
include a confirmatory legal and financial due diligence in MIG SHIPPING, the approval of any
competent competition authority, as required by law, and the granting of an exclusivity period until
30/06/2023. The Board of Directors at its meeting held on 13/12/2022 accepted the aforementioned
proposal and decided to appoint forthwith a financial advisor that will examine the fairness of the
financial terms of the transaction. Any definite agreement will be submitted for approval to the
General Meeting of the Company’s Shareholders.
On 23/02/2023, the Hellenic Competition Commission granted its approval for the notified
concentration, since it was established that it does not cast significant doubts, as to its compatibility
with the requirements of the competition regulation in the separate markets it concerns.
The Company’s Re-iterative (after 13/02/2023) Extraordinary General Meeting of Shareholders held
on 03/03/2023, among other issues, approved the aforementioned transaction in accordance with
article 23 of Law 4706/2020, as per the specific terms presented to the General Meeting, and
authorised the Board of Directors to regulate any specific issue, enter into and execute any relevant
document or deed and approved the entirety of deeds, agreements and actions for the implementation
of the above agreement.
On 06/03/2023, the Company announced that after the decision, made by the General Meeting of its
Shareholders, on 05/03/2023 the Company became the recipient of a request from the shareholder
PIRAEUS BANK, to consider, as long as there are no urgent reasons for the protection of the
corporate interest, in view of the officially declared intentions of the Company's minority competitors
to try by any means to challenge the legal decisions of the General Meeting and the Board of Directors
of the Company, in order to protect the validity of the process and decisions, the possibility of waiting
and not proceeding to the completion of the transfer until the approval of the acquisition of control
over the Company requested by PIRAEUS BANK is granted by the Hellenic Competition
Commission; following this approval, PIRAEUS BANK will become the controller of the Company
and the procedure of Article 99 of Law 4548/2018 may legally apply on a real and not a hypothetical-
precautionary basis, as the competing shareholders are currently requesting without being provided
for in the law. The Board of Directors of the Company decided on 05/03/2023 having exclusively in
mind the Company's interest and in order to avoid new pointless legal disputes, to accept the request
of PIRAEUS BANK as per above mentioned.
Based on the above, on 31/12/2022 the items of the Statement of Financial Position of ATTICA were
classified as a disposal group in accordance with the provisions of IFRS 5 regarding non-current
assets held for sale. On the date of classification as the disposal group, the Group and the Company
measured the items in the disposal group at the lower amount between their book value and fair value
less costs to sell (in accordance with IFRS 5, para. 15). The comparison of the amount of the fair
value of the disposal group with the amount of its corresponding accounting value on the date of its
classification in accordance with the requirements of IFRS 5 presented no need to recognize loss in
the consolidated and/or separate Financial Statements.
The Management estimates that the above transaction will be completed during the following months.
Revenue and expenses, profit and loss related to the aforementioned discontinued operation, i.e.
profits of € 16,516k, are not included in the Group's results from continuing operations for the period
01/01-31/12/2022 and are presented in the results from discontinued operations. Moreover, the book
values of assets and related liabilities of the disposal group as of 31/12/2022 are presented separately
(see Note 7.3).
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 104
7.2
Discontinued operations within the comparative reporting period (01/01-31/12/2021)
The comparative period’s discontinued operations include:
ATTICA group results for the annual period 01/01-31/12/2021 (due to its classification as a
disposal group on 31/12/2022), and
VIVARTIA group results for the period 01/01-30/03/2021 (due to its sale on 30/03/2021).
7.3
Net results of the Group from discontinued operations
The Group’s net profit/ loss from discontinued operations for the annual periods 01/01-31/12/2022
and 01/01- 31/12/2021 are analyzed as follows:
01/01-31/12/2022
01/01-31/12/2021
Amounts in € '000
Transportation
Food &
Dairy
Transportation
Eliminations
Total
Sales
530,242
126,718
347,907
(4,147)
470,478
Cost of sales
(464,087)
(89,735)
(311,009)
1,319
(399,425)
Gross profit
66,155
36,983
36,898
(2,828)
71,053
Administrative expenses
(32,688)
(8,921)
(29,934)
3
(38,852)
Distribution expenses
(32,699)
(30,850)
(22,694)
2,829
(50,715)
Other operating income
4,550
3,891
5,718
(4)
9,605
Other operating expenses
-
(4)
-
-
(4)
Operating profit
5,318
1,099
(10,012)
-
(8,913)
Other financial results
29,633
1
13,840
-
13,841
Financial expenses
(20,243)
(5,255)
(16,386)
4
(21,637)
Financial income
250
4
301
(4)
301
Income from dividends
-
-
7,454
(7,454)
-
Share in net gains/(losses) of companies accounted for by
the equity method
1,993
-
(1,410)
-
(1,410)
Profit/(Loss) before tax from discontinuing operations
16,951
(4,151)
(6,213)
(7,454)
(17,818)
Income Tax
(435)
(954)
368
-
(586)
Profit/(Loss) after taxes from discontinued operations
16,516
(5,105)
(5,845)
(7,454)
(18,404)
Derecognition of comprehensive income associated with
non-current assets classified as held for sale through the
income statement
-
(32)
-
(32)
Gains /(losses)
from the sale of the discontinued
operations
-
5,137
-
5,137
Result from discontinued operations
16,516
-
(5,845)
(7,454)
(13,299)
Attributable to:
Owners of the parent
13,110
-
(3,105)
(7,454)
(10,559)
Non-controlling interests
3,406
-
(2,740)
-
(2,740)
ATTICA book values of assets and related liabilities classified as held for sale on 31/12/2022 are
analyzed as follows:
Amounts in € '000
Transportation
ASSETS
Tangible assets
695,373
Goodwill
30,131
Intangible assets
33,342
Investments in associates
10,780
Other non-current assets
13,673
Other current assets
156,943
Cash, cash equivalents & restricted cash
87,887
Assets held for sale
1,028,129
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 105
Amounts in € '000
Transportation
LIABILITIES
Debt liabilities
482,237
Lease liabilities
15,459
Long-term liabilities
17,872
Current liabilities
111,203
Liabilities related to Assets held for sale
626,771
The following table presents the net cash flows from operating, investing and financing activities
pertaining to the discontinued operations for the periods 01/01-31/12/2022 and 01/01-31/12/2021:
01/01-31/12/2022
01/01-31/12/2021
Amounts in € '000
Transportation
Food &
Dairy
Transportation
Total
Net cash flows operating activities
58,232
(6,933)
19,309
12,376
Net cash flows from investing activities
(37,806)
(4,820)
(46,709)
(51,529)
Net cash flow from financing activities
(13,139)
29,056
44,289
73,345
Exchange differences in cash, cash
equivalents and restricted cash
(29)
-
(66)
(66)
Total net cash flow from discontinued
operations
7,258
17,303
16,823
34,126
Basic earnings per share from discontinued operations for the presented annual reporting periods
01/01-31/12/2022 and 01/01-31/12/2021 amount to € 0.0140
and € (0.0112) respectively, while
diluted earnings per share from discontinued operations amounted to € 0.0089 and € (0.0064)
respectively (for the analysis of the calculation please refer to Note 36).
8
OPERATING SEGMENTS
The Group applies IFRS 8 “Operating Segments”, under its requirements the Group recognizes its
operating segments based on “management approach” which requires the public information to be
based on internal information. The Company
s Board of Directors is the key decision maker and
sets the operating segments for the Group (please refer to Note 4.21). The required information per
operating segment is as follows:
Income and results, assets and liabilities per operating segment are presented as follows:
Amounts in € '000
Financial
Services
Transportation
Real
Estate
Other
Total from
continuing
operations
Discontinued
operations
Group
01/01-31/12/2022
Revenues from external customers
-
-
7,039
82
7,121
530,242
537,363
Operating profit
(3,666)
-
2,721
(79)
(1,024)
5,318
4,294
Depreciation and amortization expense
(259)
-
(22)
-
(281)
(52,427)
(52,708)
Profit/(Loss) before tax, financing,
investing results and total depreciation
charges
(3,407)
-
2,743
(79)
(743)
57,745
57,002
Other financial results
2,560
-
5,585
-
8,145
29,633
37,778
Impairment losses
-
-
(4,735)
-
(4,735)
-
(4,735)
Financial income
-
-
140
-
140
250
390
Financial expenses
(21,252)
-
(3,366)
-
(24,618)
(20,243)
(44,861)
Share in net profit (Loss) of companies
accounted for by the equity method
-
-
-
-
-
1,993
1,993
Profit/(Loss) before income tax
(22,358)
-
345
(79)
(22,092)
16,951
(5,141)
Income tax
-
-
-
-
-
(435)
(435)
Αssets as of 31/12/2022
262,091
-
210,326
378
472,795
1,028,129
1,500,924
Liabilities as of 31/12/2022
439,392
-
345,143
15
784,550
626,771
1,411,321
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 106
Amounts in € '000
Financial
Services
Transportation
Real
Estate
Other
Total from
continuing
operations
Discontinued
operations
Group
01/01-31/12/2021
Revenues from external customers
-
-
6,817
5,576
12,393
470,478
482,871
Intersegment revenues
-
-
-
131
131
4,147
4,278
Operating profit
(5,694)
-
2,765
(96)
(3,025)
(8,913)
(11,938)
Depreciation and amortization expense
(306)
-
(16)
(4)
(326)
(61,040)
(61,366)
Profit/(Loss) before tax, financing,
investing results and total depreciation
charges
(5,388)
-
2,781
(92)
(2,699)
52,127
49,428
Other financial results
32,917
-
52
200
33,169
13,841
47,010
Impairment losses
-
-
(21,137)
-
(21,137)
-
(21,137)
Financial income
15
-
29
-
44
301
345
Financial expenses
(17,941)
-
(3,390)
(3)
(21,334)
(21,637)
(42,971)
Share in net profit (Loss) of companies
accounted for by the equity method
-
-
-
-
-
(1,410)
(1,410)
Profit/(Loss) before income tax
9,297
-
(21,681)
101
(12,283)
(17,818)
(30,101)
Income tax
(19)
-
-
(43)
(62)
(586)
(648)
Αssets as of 31/12/2021
254,067
1,007,933
218,176
1,601
1,481,777
-
1,481,777
Liabilities as of 31/12/2021
424,954
594,649
353,403
1,159
1,374,165
-
1,374,165
The reconciliation of revenue, operating profit and loss, assets and liabilities of each segment with
the respective amounts of the Financial Statements are analyzed as follows:
Amounts in € '000
Revenues
01/01-31/12/2022
01/01-31/12/2021
Total revenues for reportable segments
537,363
487,149
Adjustments for :
Intersegment revenues
-
(4,278)
Discontinued operations
(530,242)
(470,478)
Income statement's revenues
7,121
12,393
Amounts in € '000
Profit / (Loss)
01/01-31/12/2022
01/01-31/12/2021
Total profit / (loss) for reportable segments
(5,141)
(30,101)
Adjustments for :
Discontinued operations
(16,951)
17,818
Profit / (Loss) before income tax
(22,092)
(12,283)
Amounts in € '000
Profit / (Loss) from discontinued operations
01/01-31/12/2022
01/01-31/12/2021
Profit/(Loss) before tax from discontinued operations
16,951
(17,818)
Adjustments for :
Income tax
(435)
(586)
Derecognition of comprehensive income associated with
non-current assets classified as held for sale through the
income statement
-
(32)
Gains /(Losses)
from the sale of the discontinued
operations
-
5,137
Gains/(Losses) for the year after tax from discontinued
operations
16,516
(13,299)
Amounts in € '000
Assets
31/12/2022
31/12/2021
Total assets for reportable segments
472,795
1,481,777
Elimination of receivable from corporate headquarters
(250,236)
(259,182)
Non-current assets classified as held for sale
1,028,129
-
Entity's assets
1,250,688
1,222,595
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 107
Amounts in € '000
Liabilities
31/12/2022
31/12/2021
Total liabilities for reportable segments
784,550
1,374,165
Elimination of payable to corporate headquarters
(250,236)
(259,182)
Non-current assets classified as held for sale
626,771
-
Entity's liabilities
1,161,085
1,114,983
Disclosure of geographical information:
Amounts in € '000
Segment results 31/12/2022
Greece
European
countries
Other
countries
Group
Revenues from external customers
82
7,039
-
7,121
Revenues from external customers
(discontinued operations)
472,188
54,565
3,489
530,242
Non-current assets*
250,826
(46,287)
-
204,539
Amounts in € '000
Segment results as of 31/12/2021
Greece
European
countries
Other
countries
Group
Revenues from external customers
5,576
6,817
-
12,393
Revenues from external customers
(discontinued operations)
411,608
49,068
9,802
470,478
Non current assets 31/12/2021
1,017,120
(38,127)
-
978,993
* Non-current assets do not include the “Financial Assets” as well as the “Deferred Tax Assets” as in compliance with
the provisions of IFRS 8.
9
PROPERTY, PLANT AND EQUIPMENT & RIGHT-OF-USE ASSETS
9.1
Property, plant and equipment
The changes in the Group’s property, plant and equipment account are analyzed as follows:
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery
& Vehicles
Furniture
& Fittings
Construction
in progress
Total
Gross book value as of 01/01/2022
1,107,010
15,286
442
4,962
10,774
1,138,474
Additions
-
-
-
14
-
14
Additions of disposal groups held for sale
32,905
2,660
-
275
66
35,906
Acquisitions through business combinations
of disposal
groups held for sale
-
11,760
276
8
-
12,044
Disposals / Write-offs
-
-
-
(19)
-
(19)
Assets classified as held for sale
(1,150,564)
(29,258)
(688)
(4,081)
(191)
(1,184,782)
Reclassifications on cost of disposal groups held for sale
10,649
-
-
-
(10,649)
-
Other movements/Reclassifications
-
(14)
-
(2)
-
(16)
Gross book value as of 31/12/2022
-
434
30
1,157
-
1,621
Accumulated depreciation as of 01/01/2022
(453,301)
(3,698)
(426)
(4,472)
-
(461,897)
Depreciation charges
-
(78)
-
(50)
-
(128)
Depreciation of disposals / write-offs
-
-
-
19
-
19
Depreciation of disposal groups held for sale
(46,750)
(931)
(8)
(233)
-
(47,922)
Accumulated depreciations of acquisitions through business
combinations of disposal groups held for sale
-
(1)
(253)
(8)
-
(262)
Accumulated depreciations of disposal groups held for sale
500,051
4,430
657
3,728
-
508,866
Other movements/Reclassifications
-
14
-
-
-
14
Accumulated depreciation as of 31/12/2022
-
(264)
(30)
(1,016)
-
(1,310)
Net book value as of 31/12/2022
-
170
-
141
-
311
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 108
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery
& Vehicles
Furniture
& Fittings
Construction
in progress
Total
Gross book value as of 01/01/2021
1,082,583
5,400
57
4,493
6,464
1,098,997
Additions
26,437
146
-
129
10,649
37,361
Acquisitions through business combinations
-
9,744
393
765
-
10,902
Disposals / Write-offs
(8,235)
-
(8)
(412)
-
(8,655)
Other movements/Reclassifications
6,225
(4)
-
(13)
(6,339)
(131)
Gross book value as of 31/12/2021
1,107,010
15,286
442
4,962
10,774
1,138,474
Accumulated depreciation as of 01/01/2021
(412,060)
(3,087)
(36)
(3,932)
-
(419,115)
Depreciation charges
(47,522)
(615)
(7)
(268)
-
(48,412)
Accumulated depreciations of acquisitions through business
combinations
-
-
(390)
(681)
-
(1,071)
Depreciation of disposals / write-offs
6,281
-
7
409
-
6,697
Other movements/Reclassifications
-
4
-
-
-
4
Accumulated depreciation as of 31/12/2021
(453,301)
(3,698)
(426)
(4,472)
-
(461,897)
Net book value as of 31/12/2021
653,709
11,588
16
490
10,774
676,577
The changes in the Company’s property, plant and equipment account are analyzed as follows:
THE COMPANY
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Gross book value as of 01/01/2022
448
-
1,017
1,465
Additions
-
-
5
5
Disposals / Write-offs
-
-
(19)
(19)
Reclassifications
(10)
-
-
(10)
Gross book value as of 31/12/2022
438
-
1,003
1,441
Accumulated depreciation as of 01/01/2022
(200)
-
(874)
(1,074)
Depreciation charges
(78)
-
(43)
(121)
Depreciation of disposals / write-offs
-
-
19
19
Reclassifications
10
-
-
10
Accumulated depreciation as of 31/12/2022
(268)
-
(898)
(1,166)
Net book value as of 31/12/2022
170
-
105
275
THE COMPANY
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Gross book value as of 01/01/2021
448
5
1,437
1,890
Additions
-
-
4
4
Disposals / Write-offs
-
(5)
(411)
(416)
Reclassifications
-
-
(13)
(13)
Gross book value as of 31/12/2021
448
-
1,017
1,465
Accumulated depreciation as of 01/01/2021
(122)
(3)
(1,236)
(1,361)
Depreciation charges
(78)
(1)
(47)
(126)
Depreciation of disposals / write-offs
-
4
409
413
Accumulated depreciation as of 31/12/2021
(200)
-
(874)
(1,074)
Net book value as of 31/12/2021
248
-
143
391
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 109
9.2
Right-of-use assets
Unamortized value of right-of-use assets as at 31/12/2022 and as at 31/12/2021 and amortizations for
the annual period 01/01-31/12/2022 and the respective annual comparative period regarding the
Group and the Company per assets category are recorded below as follows:
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2022
16,497
4,142
232
14
20,885
Additions of disposal groups held for sale
17,211
-
57
-
17,268
Discontinuance of leasing contracts
-
-
(90)
-
(90)
Assets of disposal groups held for sale
(33,708)
(3,454)
(139)
-
(37,301)
Gross book value as of 31/12/2022
-
688
60
14
762
Accumulated depreciation as of
01/01/2022
(13,092)
(1,680)
(138)
(5)
(14,915)
Depreciation charges
-
(114)
(15)
(5)
(134)
Depreciation of disposal groups held for sale
(2,877)
(461)
(21)
-
(3,359)
Discontinuance of leasing contracts
-
-
90
-
90
Accumulated depreciations of disposal groups held for
sale
15,969
1,816
57
-
17,842
Accumulated depreciation as of 31/12/2022
-
(439)
(27)
(10)
(476)
Net book value as of 31/12/2022
-
249
33
4
286
THE GROUP
Amounts in € '000
Vessels
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2021
16,192
4,109
277
31
20,609
Additions
305
-
60
-
365
Adjustment from remeasurement of lease liabilities
-
33
29
-
62
Discontinuance of leasing contracts
-
-
(134)
(17)
(151)
Gross book value as of 31/12/2021
16,497
4,142
232
14
20,885
Accumulated depreciation as of
01/01/2021
(11,002)
(1,106)
(149)
(17)
(12,274)
Depreciation charges
(2,090)
(574)
(74)
(5)
(2,743)
Discontinuance of leasing contracts
-
-
85
17
102
Accumulated depreciation as of 31/12/2021
(13,092)
(1,680)
(138)
(5)
(14,915)
Net book value as of 31/12/2021
3,405
2,462
94
9
5,970
THE COMPANY
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2022
688
116
14
818
Discontinuance of leasing contracts
-
(90)
-
(90)
Gross book value as of 31/12/2022
688
26
14
728
Accumulated depreciation as of 01/01/2022
(325)
(93)
(5)
(423)
Depreciation charges
(114)
(6)
(5)
(125)
Discontinuance of leasing contracts
-
90
-
90
Accumulated depreciation as of 31/12/2022
(439)
(9)
(10)
(458)
Net book value as of 31/12/2022
249
17
4
270
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 110
THE COMPANY
Amounts in € '000
Land &
Buildings
Machinery &
Vehicles
Furniture &
Fittings
Total
Book value as of
01/01/2021
688
194
31
913
Additions
-
26
-
26
Discontinuance of leasing contracts
-
(104)
(17)
(121)
Gross book value as of 31/12/2021
688
116
14
818
Accumulated depreciation as of 01/01/2021
(210)
(124)
(17)
(351)
Depreciation charges
(115)
(48)
(5)
(168)
Discontinuance of leasing contracts
-
79
17
96
Accumulated depreciation as of 31/12/2021
(325)
(93)
(5)
(423)
Net book value as of 31/12/2021
363
23
9
395
10
GOODWILL
Changes in goodwill in the consolidated Financial Statements for the year ended on 31/12/2022 and
31/12/2021 are as follows:
THE GROUP
Amounts in € '000
Transportation
Net book value as of 01/01/2021
30,130
Impairment of goodwill
-
Net book value as of 31/12/2021
30,130
Ν
et book value as of 01/01/2022
30,130
Transfer of goodwill to assets held for sale
(30,130)
Net book value as of 31/12/2022
-
11
INTANGIBLE ASSETS
The intangible assets at Group level for the years 2022 and 2021 are briefly presented in the following
tables:
THE GROUP
Amounts in € '000
Brand
Names
Computer
Software
Other
Total
Gross book value as of 01/01/2022
27,503
13,996
169
41,668
Additions of disposal groups held for sale
-
1,452
-
1,452
Assets of disposal groups held for sale
(27,503)
(14,475)
-
(41,978)
Reclassifications on cost of disposal groups held for sale
-
46
-
46
Gross book value as of 31/12/2022
-
1,019
169
1,188
Accumulated depreciation as of
01/01/2022
(75)
(8,351)
(169)
(8,595)
Depreciation charges
-
(19)
-
(19)
Depreciation of disposal groups held for sale
-
(1,146)
-
(1,146)
Accumulated depreciations of disposal groups held for sale
75
8,561
-
8,636
Accumulated depreciation as of 31/12/2022
-
(955)
(169)
(1,124)
Net book value as of 31/12/2022
-
64
-
64
 
NOTES TO THE FINANCIAL STATEMENTS
OF DECEMBER 31
st
2022
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 111
THE GROUP
Amounts in € '000
Brand
Names
Computer
Software
Other
Total
Gross book value as of 01/01/2021
27,503
12,625
169
40,297
Additions
-
1,223
-
1,223
Other movements/Reclassifications
-
148
-
148
Gross book value as of 31/12/2021
27,503
13,996