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)
MIG HOLDINGS S.A., 10, El. Venizelou str., 106 71 Athens, Greece
Page 2
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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 |
Τ
: +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 |
Τ
: +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 |
Τ
: +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.