Annual Financial Report of 31.12.2021
1
Annual Financial Report 31.12.2021
S.A. REG. NO. 7365/06/Β/86/32 – GEMI NO. 121572960000
“ELASTRON S.A. – STEEL SERVICE CENTERS” GROUP
According to article 4 of L. 3556/2007 and the executive Decisions
issued by the Board of Directors of the Hellenic Capital Market
Commission
April 2022
Annual Financial Report of 31.12.2021
2
CONTENTS
STATEMENT BY REPRESENTATIVES OF THE BOARD OF DIRECTORS ................... 5
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS ........................ 6
OF “ELASTRON S.A. – STEEL SERVICE CENTERS” ....................................................... 6
1. Statement of Financial Position ................................................................................... 69
2. Statement of Income and Other Comprehensive Income ............................................. 70
3. Statement of Changes in Equity.................................................................................... 71
4. Statement of Cash Flows .............................................................................................. 73
Notes on the Financial Statements.......................................................................................... 74
1. General Information ..................................................................................................... 74
2. Significant accounting principles used by the Group .................................................. 74
2.1 New standards, interpretations and amendments to existing standards ....................... 74
2.2 New Standards, Interpretations, Revisions and Amendments of Existing Standards that
have not been applied earlier or have not been adopted by the European Union................... 78
2.3 Basis for Preparation of the Financial Statements ........................................................ 80
2.4 Consolidation................................................................................................................ 80
2.5 Foreign Exchange translations ..................................................................................... 82
2.6 Consolidated Financial Statements .............................................................................. 82
2.7 Tangible Fixed Assets .................................................................................................. 83
2.8 Intangible Assets .......................................................................................................... 83
2.9 Investment property ...................................................................................................... 83
2.10 Non-current assets held for sale and discontinued activities ........................................ 84
2.11 Impairment review of tangible and intangible assets ................................................... 84
2.12 Segment reporting ........................................................................................................ 84
2.13 Borrowing Cost ............................................................................................................ 84
2.14 Financial Assets (instruments) ..................................................................................... 85
2.15 Inventories .................................................................................................................... 87
2.16 Trade receivables .......................................................................................................... 87
2.17 Cash and cash equivalents ............................................................................................ 88
2.18 Share capital and reserves ............................................................................................ 88
2.19 Loans ............................................................................................................................ 88
2.20 Income Tax – Deferred Income Tax ............................................................................ 88
2.21 Employee benefits ........................................................................................................ 89
2.22 Provisions ..................................................................................................................... 90
Annual Financial Report of 31.12.2021
3
2.23 De-recognition of financial assets and liabilities ......................................................... 90
2.24 Recognition of income ................................................................................................. 91
2.25 Leases ........................................................................................................................... 92
2.26 Reclassification of Items .............................................................................................. 93
2.27 Dividend distribution .................................................................................................... 93
2.28 Government Grants ...................................................................................................... 93
2.29 Earnings per share ........................................................................................................ 93
2.30 Long-term Receivables / Liabilities ............................................................................. 93
2.31 Related parties .............................................................................................................. 94
2.32 Capital management ..................................................................................................... 94
3. Financial risk management .......................................................................................... 94
Credit risk ........................................................................................................................... 95
Liquidity risk ....................................................................................................................... 95
Market risk .......................................................................................................................... 96
4. Fair value of financial assets ..................................................................................... 100
5. Significant accounting estimations and judgments by Management.......................... 100
6. Analysis of tangible fixed assets ................................................................................. 101
7. Investment Property ................................................................................................... 104
8. Analysis of receivables ............................................................................................... 104
9. Analysis of inventories................................................................................................ 107
10. Securities - Investments .............................................................................................. 107
11. Derivatives.................................................................................................................. 108
12. Analysis of cash reserves ............................................................................................ 108
13. Analysis of all equity accounts ................................................................................... 108
14. Analysis of suppliers and other liabilities .................................................................. 111
15. Analysis of loans ......................................................................................................... 111
16. Analysis of deferred taxes........................................................................................... 113
17. Analysis of post-employment benefits ......................................................................... 114
18. Analysis of tax liabilities ............................................................................................ 116
19. Segment reporting ...................................................................................................... 116
20. Analysis of other results ............................................................................................. 117
21. Investment Results ...................................................................................................... 121
22. Analysis of earnings per share ................................................................................... 122
23. Transactions with related parties ............................................................................... 122
24. Contingent Liabilities - Receivables........................................................................... 124
25. Dividends .................................................................................................................... 126
26. Personnel information ................................................................................................ 126
Annual Financial Report of 31.12.2021
4
27. Government Grants .................................................................................................... 127
28. Financial Leases......................................................................................................... 127
29. Exchange rates ........................................................................................................... 128
30. Online Availability of Financial Reports ................................................................... 129
31. Events after the end of the reporting period of Financial Statements........................ 129
Annual Financial Report of 31.12.2021
5
STATEMENT BY REPRESENTATIVES OF THE BOARD OF DIRECTORS
(pursuant to article 4, paragraph 2 of Law 3556/2007)
We hereby certify and declare that, to the best of our knowledge:
a) The annual financial statements of the societe anonyme company ‘ELASTRON S.A. – STEEL
SERVICE CENTERS’ for the period 01.01.2021 – 31.12.2021, which were prepared in accordance with
the applicable International Financial Reporting Standards, truly reflect the assets and liabilities, the
equity and the Company’s results, as well as those of the companies included in the consolidation, which
are considered aggregately as a whole,
b) The Annual Report of the Board of Directors of the Company accurately reflects the significant events
of the year 2021 and their impact on the annual financial statements, the significant transactions made
between the Company and its related parties, the development of activities, the performance and position
of the Company, as well as the companies included in the consolidation depicted as a whole, including a
description of the main risks and uncertainties in relation to their activities.
Aspropyrgos, 26 April 2022
The signatories
Panagiotis Simos-Kaldis Athanasios Kalpinis Vasileios Manesis
Chairman of the Board Chief Executive Officer Chief Financial Officer
Executive Member
Annual Financial Report of 31.12.2021
6
ANNUAL MANAGEMENT REPORT OF THE BOARD OF DIRECTORS
OF “ELASTRON S.A. – STEEL SERVICE CENTERS”
for the period from January 1
st
to December 31
st
2021
The annual Financial Report of the fiscal year 2021 was prepared according to the provisions of L.
4548/2018, L. 3556/2007 and the executive Decisions issued by the Board of Directors of the Hellenic
Capital Market Commission. ELASTRON S.A. – STEEL SERVICE CENTERS is headquartered at Agios
Ioannis Avenue, in the Municipality of Aspropyrgos, Attiki (PC 19300), Greece.
The companies which are included in the consolidation, besides the parent company, are as follows:
Amounts in €
COMPANY
DOMICILE
BUSINESS
ACTIVITY
PARTICIPATION
STAKE
PARTICIPATION
COST
NORTHERN
GREECE METAL
PRODUCTS S.A.
Thessaloniki
Commerce and
processing of steel
products
100.00%
10,718,000
BALKAN IRON
GROUP S.R.L.
Bucharest,
Romania
Commerce and
processing of steel
products
33.33%
(Joint Venture)
800,000
KALPINIS SIMOS
BULGARIA EOOD
Sofia, Bulgaria
Commerce and
processing of steel
products
100.00%
10,000
PHOTODEVELOP
MENT SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
98.6%
325,500
PHOTODIODOS
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
98.3%
265,533.70
PHOTOENERGY
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
ILIOSKOPIO SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
PHOTOKYPSELI
SA
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
97.5%
175,500
PHOTOISXYS LTD
Aspropyrgos
Production of
electric energy
from Photovoltaic
stations
100.00%
80,000
THRACE
GREENHOUSES
S.A.
Xanthi
Production of
agricultural
products from
glasshouse
cultivations
49.09%
3,485,000
GAURA Ltd
Cyprus
Inactive
100.00%
7,650.00
* The participation cost does not include any impairment. The impairments of participation interests are analytically presented in
note 21.
Annual Financial Report of 31.12.2021
7
Α. Financial Development and Performance
The turnover of the Group posted significant improvement, amounting to € 163.3 million from € 104.0
million in the previous year, recording an increase of 57%. Gross profit settled at € 31.9 million or 19.6%
of sales, com-pared to € 13.8 million or 13.3% of sales in 2020. The results before interest and taxes
(EBIT) amounted to € 20.0 million compared to € 3.4 million in the previous year, while the results before
interest, taxes, depreciation and amortization (EBITDA) amounted to € 22.6 million compared to € 6.0
million in 2020. Finally, the results be-fore taxes amounted to € 18.7 million compared to € 2.0 million in
the previous year.
On the parent company level, the turnover increased by 58% and amounted to € 162.0 million compared
to € 102.7 million in the previous year, while the gross profit settled at € 31.2 million or 19.2% of sales
versus € 13.0 million or 12.7% of sales in 2020. The results before interest and taxes (EBIT) amounted
to € 19.9 million com-pared to € 3.2 million in the previous year, while the results before interest, taxes,
depreciation and amortization (EBITDA) amounted to € 21.9 million compared to € 5.3 million in 2020.
Finally, the results before taxes amounted to € 18.0 million versus € 1.6 million in the previous year.
Following and with the objective to provide additional information, the Group’s and the Company’s
financial ratios with regard to major financial figures are presented below:
Group
Company
(a) FINANCIAL STRUCTURE
2021
2020
2021
2020
Noncurrent assets / Total assets
0.42
0.54
0.41
0.54
Current assets / Total assets
0.58
0.46
0.59
0.46
Equity / Total Liabilities
0.90
1.06
0.92
1.10
Current assets / Short-term liabilities
1.78
2.34
1.78
2.35
(b) EFFICIENCY AND PERFORMANCE
Net earnings before taxes / Sales
0.11
0.02
0.11
0.02
Net earnings before taxes / Equity
0.23
0.03
0.23
0.02
Sales / Equity
2.02
1.57
2.03
1.56
(c) CAPITAL STRUCTURE
Net liabilities / Equity
0.78
0.80
0.76
0.76
Net bank liabilities / Equity
0.29
0.48
0.29
0.49
Net bank liabilities / EBITDA
1.02
5.32
1.06
6.07
Β. Alternative Performance Measures
The European Securities and Markets Authority (ESMA) issued guidance with regard to the application
of the Alternative Performance Measures. The aim of the guidance is to promote the usefulness and
transparency of the financial ratios included in the published financial statements as well as in other
reports referring to the figures of the financial statements. Alternative Performance Measures (henceforth
APM) are financial ratios and indicators which are used for the measurement of the performance and
financial position of the Company, ratios which however are not required and analyzed in the provisions
of the International Financial Reporting Standards.
The Management of the Company and the Group use APM in the context of monitoring their financial
performance, decision making and compliance with the terms of the financing agreements. Some of the
APM used by the Management are the following:
Results before interest, taxes, depreciation and amortization and investment results (EBITDA). It
depicts the operating results of the Company and the Group that derive from their business activity as
well as the ability to repay their debt and tax obligations. It is calculated as follows: Turnover plus operating
income minus operating expenses with the exception of the depreciation of fixed assets, the amortization
of grants and the impairments. EBITDA margin (%) derives from the division of EBITDA by the turnover.
Annual Financial Report of 31.12.2021
8
Net Debt. It depicts the total bank debt obligation of the Company and the Group. It is calculated as
follows: Total (short-term and long-term) debt minus total cash and cash equivalents. When the calculation
extracts a negative result, it means that the Company and the Group are able to fulfill in excess their debt
obligations.
C. Information on Environmental and Labor Issues
a) Information on Environmental Issues
The environmental policy of the Company demonstrates the Management’s commitment to operate with
absolute respect to the environment whereas it promotes the environmental conscience and also aims at
promoting the environmental responsibility in both its human resources and the other stakeholders.
The Group recognizes its obligations against the environment and the need towards continuously
improving its environmental performance. This in turn allows the Group to attain a balanced economic
growth aligned with the environmental protection.
Therefore, the Group aims to:
The use of environmentally friendly technologies
In the circular economy with steel recycling and waste
management resulting from the production process.
Controlling the consumption of raw materials and energy.
In the prevention of possible risks of pollution.
In the recycling of materials resulting from its business activity.
To minimize emissions of CO2 and pollutants that harm the environment.
In the identification and monitoring of environmental and energy indicators.
In compliance with applicable laws and regulations governing energy consumption and energy
performance.
Raising awareness of stakeholders (employees, suppliers, customers, etc.) by providing
appropriate information and training.
In the investment of energy efficient installations and projects with short schedule of return.
Annual Financial Report of 31.12.2021
9
Selecting suppliers committed to their energy footprint (wherever possible).
An integral part of the circular economy has to do with the selection of raw materials used in the production
process. The Company, paying special attention to ensuring the quality of its products, monitors on a daily
basis the various materials as well as raw materials used by carrying out frequent inspections at all stages
of production. In addition, there is a continuous evaluation of the raw materials supplied on the basis of
additional criteria other than costs, while the Company has managed to maintain long-term relationships
of trust with its suppliers.
In the context of monitoring the impact of the Company's operation on the environment, the Company
monitors on a daily basis the above materials, in order to have a complete view and be able to mainly
take preventive actions and not so corrective ones. By this way the Company achieves compliance with
the legal requirements regarding the management and proper storage of chemicals and other hazardous
substances that it uses for the production of its products, such as polyurethane panels.
The main categories of raw and auxiliary materials are the following:
Steel in the form of a coil.
Lubricants.
Metal beads for the alteration process.
Fuels (oil, LPG).
Filtering means.
Industrial gases.
Chemicals for the production of polyurethane foam.
Water-based paint for the alteration process.
Wood for loading goods.
Packaging materials.
The Group's priority in the field of environmental and energy policy is the following:
a. the protection of biodiversity,
b. reducing the effects of pollution on workers' health and
c. the rational management of natural resources.
Annual Financial Report of 31.12.2021
10
The Group aims:
✓ In the protection of the natural environment.
✓ In waste management and recycling.
✓ In the protection of the aquatic environment and in the rational management of water resources.
✓ In protection against gaseous pollution.
✓ In protection against noise pollution.
✓ In protection against industrial pollution.
✓ In monitoring the implementation of environmental programs.
✓ In the determination of environmental and energy indicators.
✓ In controlling the consumption of raw materials and energy.
✓ In the investment of energy efficient installations and projects with short schedule of return.
The Group operates PV stations on the roofs of its production facilities in Aspropyrgos and Skaramagka,
Attica, Greece, with a total capacity of 5.05 MWp. These stations increase the share of renewable energy
sources in the energy mix of the Group, while also helping to reduce carbon dioxide emissions.
The Group applies procedures for monitoring and recording measurements and controls of the
consumption of its production facilities as shown in the following table:
Energy Consumption
Energy
2020
2021
Oil for circulation
82,012 lt
87,243 lt
Oil for production
29,631 lt
53,623 lt
LPG for production
39,295 lt
34,499 lt
Power consumption
4,014 MWh
4,354 MWh
Energy offset from PV
1,094 MWh
1,896 MWh
The percentages of electricity consumption that come either from a provider in the market or from
renewable energy sources for the years 2020 and 2021 are as follows:
Electricity Consumption
Electricity
2020
2021
Electricity from a provider
68.85%
56.46%
Energy coming from
Renewable sources (RES) of the Installation
31.15%
43.54%
The Group for the year 2021 received a Certificate of Origin Guarantee - Green Certificate - from the
cooperating electricity provider.
The Group implements a specific waste management procedure in order to reduce the respective volume
of waste materials. The Company cooperates exclusively with the appropriately licensed partners for the
management of all types of waste materials. The quantities of waste resulting from the Group’s operation
for the year 2021 are described in the following table:
Annual Financial Report of 31.12.2021
11
Waste Management
Waste Materials
2020
2021
Quantities of total waste (tn)
2,748,910
3,174,860
Recycling (%)
Dangerous wastes
3.83%
4.72%
Non-hazardous waste
96.17%
95.28%
The Company has been certified and implements an integrated environmental management system as
defined according to the international standard of environmental management system EN ISO 14001 &
50001 aiming at the protection of the environment and the saving of the respective natural resources.
An important criterion for the selection of suppliers is their compliance with environmental policies. For
this reason the following certifications are required:
• ISO 14001
• ISO 50001
• ISO 14021
• EPD - Environmental Product Declaration
The Group cares about the continuous update as well as education of the personnel in environmental
issues and takes care for the training of its employees in environmental protection issues.
b) Information on Labor Issues
Despite the fact that the Company seeks equal participation of the two genders, the percentage of women
in the total human resources for the year 2021 accounted for only 7%.
This is due to the heavy manual labor that is usually required in the iron processing and production
process which is the main activity of the Company. The allocation of the Company's employees by gender
is presented in the table below:
Total number of employees - Gender segregation
2021
2020
Male
208
174
Female
16
16
Total
224
190
According to the tables below, the largest percentage of age at work does not exceed 50 years, which
means that the particular age group is dominated by the characteristics of productivity and creativity.
The number of people over 50 years old who add the required experience is also significant and most of
these employees are expected to retire from the Company. The National General Collective Labor
Agreement (NGCLA - EGSSE) sets the minimum fees, salaries and day-wages in the private sector. The
Group observes the terms of the above Agreement and as a result the vast majority of its employees
receive higher remuneration than the minimum level of wages. The breakdown of employees by age
group is presented in the table below:
Annual Financial Report of 31.12.2021
12
Total number of employees - Breakdown by age group
2021
2020
<30 years
40
30
30 - 50 years
126
111
>50 years
58
49
Total
224
190
The respect to the human being and safety constitute an indispensable part of the Group’s policy. For this
reason the minimization of the probability of accidents and the creation of a work environment that
respects the health, the integrity and the personality of the employees constitute fundamental values and
principles for the Group.
The Group complies fully with the effective legislation and regulations whereas at the same time it applies
a detailed framework of rules, safety, professional behavior, prevention and management of accidents,
which is constantly being revised and reviewed so that it responds to its current operating needs and is
aligned with the international best practices of the sector which it activates in.
At the same time, the Group places strong emphasis on the training of personnel in the issues of hygiene,
safety and prevention, whereas systematic audits and inspections take place in order to ensure the
application and compliance of the relevant safety rules. The Company in 2021 implemented an
educational program ensuring the participation of all personnel mainly in the educational fields of health
and safety.
More specifically, the education and training program was indicatively related to the following:
✓ Evacuation exercises
✓ Fire safety exercises
✓ Seminars for safe lifting, loading and tying of loads
✓ First aid seminars
Also, within the year 2021, training seminars were implemented regarding the development of skills and
knowledge of the personnel with most indicative ones being the following:
✓ Information systems seminars
✓ HR seminar
✓ ESG seminar
✓ Financial Content Seminar
✓ Corporate Governance Seminar
The promotion of the principle of equal opportunities and the protection of diversity constitute top priorities
for the Group. The Management does not make any discrimination in hiring, the selection, the
remuneration, the assignment of duties or in any other labor activity. The factors exclusively taken into
consideration comprise the experience, the personality, the educational background, the efficiency and
the skills of the individuals.
The Group encourages and recommends to all employees to respect the diversity of each employee or
partner, and also not to accept any kind of behavior which may be associated with discrimination of any
type.
c) Contribution to the society
The contribution and the responsible stance of the Group towards the society as a whole is an integral
part of its culture and strategy. The Corporate Social Responsibility program implemented a series of
actions related to society, culture and health. The constant presence close to the local community resulted
not only in the creation of a favorable climate of collaboration but also in the recognition of all these efforts
by those involved.
Some of the actions implemented by the Company in 2021 were the following:
Annual Financial Report of 31.12.2021
13
✓ Financial assistance to the Panhellenic Heart Transplant Association, the Practice of Love
Association, the Association of Friends of Children with Cancer "Elpida".
✓ Issuance of gift vouchers of a well-known supermarket chain in the "social grocery" of the Municipality
of Aspropyrgos and in the regional church of Koropi, Attiki, Greece.
✓ Donation of medical equipment and office equipment to Thriasio General Hospital of Elefsina.
✓ Donation of electronic office equipment to the Elefsina Fire Brigade.
✓ Donation of masks and boots to the fire department of Elefsina.
✓ Donation of sports items to the sports organization Thriasio Pedio.
✓ Donation of steel products to a unit of the Greek army at the Holy Temple of Ag. Eleftherios.
Group’s Donations in Years 2020 and 2021
2021
2020
Donations
24,094.50
18,200.00
In addition to the above, for more than 20 years, in collaboration with the Thriasio General Hospital of
Elefsina, voluntary blood donation is carried out at the Company's premises. The goal is to create and
strengthen the blood bank maintained by the Company.
D. Significant Events during the Financial Year 2021
Developments in the Group’s Sectors
Despite the effects of the ongoing pandemic, the Group's results for the year 2021 improved significantly
and were characterized by a large increase in turnover as well as strong profitability mainly driven by the
following factors:
• Sustainable market share, addition of new products, as well as higher volume of exports to a
percentage of more than 30%.
• The stronger contribution of the products with higher added value to the turnover of the group.
• The significant increase in the sale price of steel products and therefore the significant
improvement of operating profit margins
Having absorbed the market turbulence due to the ongoing pandemic already, since the year 2020, and
having taken all the necessary measures to ensure its smooth operation, the Group continued its business
activity smoothly during the year 2021 without encountering any problems on the operational and
commercial fronts. The demand for steel products moved upwards with the metal construction sector
posting further growth and in particular via demand for construction of new storage and distribution
facilities. At the same time, the increase in demand for products related to the construction and renovation
of tourist, commercial and residential projects, as well as the strong demand for products with application
in RES (Renewable Energy Sources) projects was also notable. Moreover, the upward trend in raw
material prices internationally until the 3rd quarter of the year 2021, as result of shortages and delays
observed in the market due to implementation of measures to combat the pandemic, directly affected the
selling prices of the Group's products and increased substantially the operating profit margins.
The significant increase in raw material prices during the year 2021 created stronger needs for working
capital, a fact that was addressed both through the liquidity created internally and through the existing
credit lines by the collaborating banks. It is noted that after 2020 the Group did not encountered any
incidents of credit losses while all receivables from customers who applied to benefit from the protection
measures against Covid-19 have been collected. At the same time, the supply of raw materials from well-
known suppliers, based on the required geographical dispersion, continued normally without any
violations of the agreed terms and delivery times.
The Group's net debt decreased by 27% and amounted to € 23.1 million compared to € 31.7 million in
the previous year, with the ratio "Net Debt / Equity" settling at 0.29x compared to 0.48x on 31.12. 2020
and with the ratio "Net Debt / EBITDA" settling at 1.0x versus 5.3x in 2020. It is noted that the group's
cash and cash equivalents increased by 171% and amounted to € 26.6 million vis-à-vis € 9.8 million on
Annual Financial Report of 31.12.2021
14
31.12.2020 while the equity of the Group increased substantially to € 80.8 million compared to € 66.2
million on 31.12.2020.
The agricultural sector of the Group through the affiliated company Thrace Greenhouses SA (participation
rate of 49.09% - consolidation via the equity method) posted an improvement in terms of results thus
further strengthening the consolidated results of Elastron Group. In particular, the company's turnover
amounted to € 8.1 million compared to € 8.2 million in the previous year, while gross profit amounted to €
2.0 million or 24.7% on sales versus the precisely similar levels of € 2.0 million or 24.7% of sales in 2020.
The results before taxes, financial and investment results and depreciation (EBITDA) amounted to € 2.0
million compared to € 1.6 million in 2020, while finally, the results before taxes amounted to € 0.7 million
compared to € 0.3 million in the previous year. The net debt of the company amounted to € 1.0 million,
reduced by € 3.3 million compared to the year of 2020. It is noted that the company Thrace Greenhouses
SA operates greenhouses with a total area of 19.6 hectares in both Xanthi and Koropi, Attica, Greece.
The Company is the largest one in Greece that uses geothermal energy as a means of heating, ensuring
stable cultivation conditions in the most environmentally friendly way.
Regarding the energy sector of the group, turnover amounted to € 1.3 million compared to similarly € 1.3
million in the previous year, whereas the gross profit amounted to € 0.6 million compared to € 0.7 million
in year 2020. The results before taxes, financial and investment results and depreciation (EBITDA)
amounted to € 1.1 million compared to a similar level of € 1.1 million in 2020, while finally, the results
before taxes amounted to € 0.3 million compared to the same level of € 0.3 million in the previous year.
It is noted that the Group operates PV plants for the production and sale of electricity in the national
network, with a capacity of 3.55 MWp, while it also operates an 1.5 MWp PV plant in the form of energy
offset.
Implementation of Investment Plans
The Company submitted in June 2013 to the Ministry of Development and Competitiveness a new
subsidized investment program under the auspices of L. 3908/2011 for the modernization of the
mechanical and building machinery, amounting to € 3.4 million. The rate of subsidy in this program is set
at 15%. In May 2014, the parent Company’s investment plan was approved and included in the category
of General Entrepreneurship of the General Business Plans of article 6 of Law 3908/2011. In November
2017, the Company filled an audit request with regard to the completion and certification of the
commencement of the production activity in relation to the particular investment, whereas in February
2018, the Company collected an amount of 146.5 thousand Euros which corresponds to 2/7 of the
respective grant. Within fiscal year 2019, the certification audit concerning the completion of the
investment’s financial and physical objective was completed and the relevant announcements are
expected.
The affiliated company THRACE GREENHOUSES S.A. (as it emerged from the merger of the companies
ELASTRON AGRICULTURAL SA and THRACE GREENHOUSES SA) completed the investment which
concerned the expansion of the existing unit of hydroponic cultivation of glasshouse agricultural products,
amounting to 12.2 million Euros in total. The particular investment plans (one plan per each company)
have been classified under the provisions of the investment Law 3908/2011 which provides for a 40%
grant of the total investment cost. Within the year 2020, the certification audit of the completion of the
financial and physical object of the investment was completed, while in the first quarter of 2021, the
balance of the corresponding grant of € 2.4 million was collected. Therefore the Company has received
the total of the corresponding grant amounting to € 4.8 million.
Annual Ordinary General Meeting
On 24.06.2021 the Annual Ordinary General Meeting of the shareholders was held at the offices and
headquarters of the Company ELASTRON S.A. - STEEL SERVICE PRODUCTS at Agios Ioannis
Avenue, PC 19300, Aspropyrgos, Attica, Greece. Given the Company's efforts to safeguard the safety
and health of shareholders, employees and the general audience against the Covid-19 pandemic, the
Annual Ordinary General Meeting provided all participants with the option to vote by teleconference in
accordance with the Article 8 of the Company's Articles of Association.
14 shareholders attended the Annual General Meeting (either in person or via a legal representative),
who owned 11,480,327 shares or 62.36% of the paid up share capital.
Annual Financial Report of 31.12.2021
15
The General Meeting proceeded with the following resolutions:
1. The Separate and Consolidated Financial Statements for the year 2020 were approved (01.01.2020
- 31.12.2020), along with the relevant Management Reports of the Board of Directors and the Certified
Public Accountants.
2. The distribution of results for the fiscal year 2020 (01.01.2020 - 31.12.2020), the distribution of
dividends and the provision of the relevant authorization to the Board of Directors for exercising the
decision concerning the dividend distribution were approved. More specifically, the distribution of an
amount of gross dividend (after the deduction of a corporate income tax) of EUR 0.027 was approved,
along with the relevant cut-off, record (beneficiary identification) and payment dates, as follows:
A) Friday, 16th of July 2021 was set as the dividend cut-off day.
B) Monday, 19th of July 2021 was set as the record (beneficiary identification) day.
C) Thursday, 22
nd
of July 2021 was set as the dividend payment date with the payment being made via
a credit institution.
3. Approved in accordance with the article 108 of Law 4548/2018, the overall administration performed
by the Board of Directors for the financial year 2020 (01.01.2020 - 31.12.2020) and also released the
Certified Auditor - Accountant from any liability for compensation with regard to the audit of the financial
year 2020 (01.01.2020 - 31.12.2020).
4. The fees - remuneration of the members of Board of Directors for the financial year 2020 (01.01.2020
- 31.12.2020) were also approved and the fees - remuneration for the financial year 2021 (01.01.2021 -
31.12.2021) were pre-approved.
5. The Meeting approved the Remuneration Report of the members of Board of Directors of the
Company for the financial year 2020 (01.01.2020 - 31.12.2020), according to article 112 of Law
4548/2018.
6. The Meeting approved the election of Mr. Konstantinos Stamelos as Regular Auditor with SOEL Reg.
Number 26841 and Mr. Ioannis Tente as Deputy Auditor with SOEL Reg. Number 170611 from the
auditing company RSM GREECE SA CERTIFIED AUDITORS ACCOUNTANTS AND BUSINESS
CONSULTANTS with the distinctive title "RSM GREECE S.A." for the financial year 2021 whereas it
also determined and approved their remuneration.
7. It was announced, according to the article 82, paragraph 1, section d’ of Law 4548/2018, the decision
of the Board of Directors dated 5 August 2020 about the replacement of the resigned executive member
of the Board of Directors Mr. Stylianos Koutsothanasis of Christos by the executive member Mr.
Vasileios Manesis of Nikolaos whereas the relevant election was approved.
8. The Suitability Policy of the members of the Board of Directors was approved in accordance with
article 3 of Law 4706/2020.
9. It was decided to elect Mr. Nikolaos Georgiadis of Iraklis and Ms. Smaragdi Athanasakou of George
as Independent Non-Executive Members of the Board of Directors, who meet the criteria of
independence provided by the provisions of par. 1 of article 4, Law 3016/2002 and article 9, Law
4706/2020 (effective from 17.07.2021).
The CVs of the elected members were made available to the shareholders on the Company's website
prior to the Ordinary General Meeting.
10. The Meeting also approved, according to article 98, paragraph 1 of Law 4548/2018, the participation
of the members of the Board of Directors and the Directors of the Company in the Management of the
companies of the Group and the affiliated companies.
11. During the Meeting, the Annual Report of the Audit Committee for the year 2020 was read
(01.01.2020 - 31.12.2020).
12. The type of the Audit Committee, its term of office, the number and the qualities of its members were
also determined and accordingly approved.
Annual Financial Report of 31.12.2021
16
Specifically, the General Meeting of Shareholders decided that the Audit Committee functions as an
independent joint committee, consisting of three (3) members, of which two will be non-executive
members of the Board of Directors and at least one of these two will be an independent one, whereas
the third member will have no relationship with the Company and will meet the independence criteria of
article 9 of Law 4706/2020. It was also confirmed by the General Meeting that the positions of the
members of the Audit Committee will be occupied by its existing members, who have been elected by
the decision of the Ordinary General Meeting of Shareholders as of 20.06.2019, as follows: A) Mr.
Konstantinos Gianniris, independent non-executive member of the Board of Directors, based on the
currently effective Law 3016/2002, which however from 17-7-2021, date of entry into force of article 9
of Law 4706/2020, will become a non-executive member of the Board of Directors, b) Mr. Dimitrios
Paparistidis, an independent non-executive member of the Board of Directors, who meets the conditions
of independence defined by both article 4, par. 1 of Law 3016/2002 and article 9 of Law 4706/2020, and
c) Mr. Georgios Vallettas, who is not member of the Board of Directors and meets the conditions of
independence set by both article 4, par. 1 of Law 3016/2002 and article 9 of Law 4706/2020.
All members of the Audit Committee meet the criteria and conditions of suitability of article 44, par. 1 of
Law 4449/2017 as in force. Moreover, all members of the Audit Committee have sufficient knowledge
about the steel sector in which the Company operates, while Messrs. Gianniris and Vallettas have
sufficient knowledge and experience in the fields of auditing and accounting. The term of office of the
Audit Committee will be equivalent to that of the Board of Directors, automatically extended until the first
Ordinary General Meeting after the end of its term, while specifically the term of the current Audit
Committee will end on 20.6.2022.
13. No other announcement was made.
All the issues on the daily agenda were approved unanimously, namely with a percentage of 100.00% of
those present.
Treasury shares
As of December 31, 2021 the Company did not hold any treasury shares. According to the decision of the
Ordinary General Meeting of the Company as of June 25, 2020, the stock repurchase plan of the Company
was approved in accordance with article 49 of Law 4548/2018 and concerned the purchase of shares up
to 10% of the paid-up share capital, i.e. up to 1,841,084 shares, with a purchase price range from twenty
cents (0.20) up to two (2.00) Euros and within a period of 24 months from the day following the approval
of the General Meeting.
Tax audit
Since the fiscal year 2011, the companies ELASTRON SA and METAL-PRO SA, and also since the year
2014 all Group companies, have been included in the tax audit of the Certified Auditors as it is provided
by the clauses of article 65A of Law 4174/2013, as they were amended by the article 56 of Law 4410/2016.
For the companies and the fiscal years which were not included in the tax audit of the Certified Auditors,
it is estimated that there is no reason for the formation of any provision. As result, on 31.12.2021 the
Company and the Group have formed no provisions regarding tax-unaudited fiscal years.
For the financial year 2021, ELASTRON SA, METAL-PRO SA, THRACE GREENHOUSES SA and the
photovoltaic companies of the Group have been subject to the tax audit by the Certified Auditors as
stipulated by the provisions of article 37, L. 4646/2019. This audit is in progress and the relevant tax
certificate is expected to be issued after the publication of the financial statements for the year 2021. If
additional tax liabilities arise until the completion of the tax audit, these are not expected to have a material
impact on the financial statements.
Ε. Risks and Uncertainties
In the context of its ordinary business activities, the Group is exposed to the following financial risks within
the scope of its basic activity:
• Credit risk
Annual Financial Report of 31.12.2021
17
• Liquidity risk
• Market risk
The risk management policy is focused on the volatility of financial markets with the objective of minimizing
the factors that may negatively affect its financial performance.
The risk management policies are applied in order to recognize and analyze risks which the Group faces,
to set limits on risks assumed and to apply controls to such limits. The systems and policies applied are
periodically reviewed to incorporate changes observed in market conditions and the Group’s activities.
Risk management is performed by the people in charge of the responsibilities of the Risk Management
Unit, in collaboration with the other departments of the Group and in accordance with the guidelines and
approvals of the Board of Directors of the Company.
Adherence to risk management policies and procedures is controlled by the Internal Control Unit, which
performs ordinary and extraordinary audits on the application of procedures, the findings of which are
disclosed to the Board of Directors.
1) Credit Risk
Due to the great dispersion of its clientele (no client exceeds 10% of total sales), the Group does not have
a significant concentration of credit risk. Based on the credit policy approved by the Group companies’
Board of Directors, all new clients are examined on an individual basis in terms of their creditworthiness
prior to the proposal of the standard payment terms. Credit limits are set for each client; these are
reviewed depending on ongoing conditions and, if necessary, the sales and collection terms are adjusted.
As a rule, customer credit limits are determined on the basis of the insurance limits set for them by the
insurance companies. While monitoring credit risk of customers, such are grouped according to their credit
profile, the maturity of their receivables and any prior collection problems that may have emerged.
Customer receivables mainly include the Group’s wholesale clients.
Clients characterized as “high risk” are placed in a special client list and future sales are to be pre-collected
and approved by the Board of Directors. At the same time, the Group makes impairment provisions which
reflect its estimation on losses related to clients and other receivables. This provision mainly consists of
impairment loss of specific receivables which are estimated on the basis of given conditions that such will
be collected, but have not yet been finalized.
The amount of the impairment loss is estimated as the difference between the book value of receivables
and the present value of estimated future cash flows, discounted by the initial effective interest rate. The
impairment loss amount is accounted for as an expense in the results. Receivables which are assessed
as bad debts are written off.
The credit risk is limited to 10% of the total trade receivables, on the basis of the Group’s insurance
policies. The margin of this risk is limited even further as tangible or other guarantees (such as letters of
guarantee) are requested wherever deemed necessary.
Amounts in €
Maturity of Trade Receivables
Group
Company
Up to 30 days
11,568,361.73
11,568,361.16
31 to 90 days
7,046,432.07
6,791,409.33
91 to 180 days
4,863,713.97
4,863,713.97
Over 180 days
3,591,343.15
3,622,973.15
Intra-group transactions
-25,783.57
0.00
Total
27,044,067.35
26,846,457.61
Provisions – impairments for doubtful receivables
-3,685,231.37
-3,512,217.88
Total
23,358,835.98
23,334,239.73
2) Liquidity Risk
Annual Financial Report of 31.12.2021
18
Liquidity risk is the risk that the Group might be unable to meet its financial liabilities when these become
due. The approach adopted by the Group to manage liquidity is to secure the necessary cash and
sufficient credit limits from the banks with which it cooperates, so that there is the appropriate liquidity for
the fulfillment of the financial liabilities, under standard as well as unfavorable conditions without incurring
unacceptable loss or risking its reputation. In order to minimize the liquidity risks, the finance division of
the Group makes an annual provision for cash flows for the fiscal year when preparing its annual budget
and a monthly rolling three-month provision so as to secure that it has sufficient cash to meet its operating
needs, including its financial liabilities. This policy does not take into account the impact of extreme
conditions, which cannot be foreseen. For this reason, the Management of the Group, by assessing the
market conditions each time, maintains a certain amount of cash reserves for defensive purposes, in order
to face any extreme or extraordinary situations.
It is noted that for the entire debt obligations of the Group no tangible asset has been placed as collateral
in favor of the banks, an element which indicates the especially high creditworthiness of the Group.
The following table presents an analysis of the Company’s and Group’s liabilities, based on their expiration
and remaining duration as at 31.12.2021.
Amounts in €
Group
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
7,065,828.00
16,983,500.00
25,577,750.50
49,627,078.50
Suppliers and other liabilities
27,587,506.26
3,981,116.51
5,049,988.36
36,618,611.13
Grants (deferred income)
0.00
0.00
3,479,802.27
3,479,802.27
Total
34,653,334.26
20,964,616.51
34,107,541.13
89,725,491.90
Amounts in €
Company
1 to 6 months
6 to 12 months
> 1 year
Total
Loans
7,065,828.00
16,983,500.00
25,577,750.50
49,627,078.50
Suppliers and other liabilities
27,387,773.38
3,976,935.10
3,504,341.98
34,869,050.46
Grants (deferred income)
0.00
0.00
2,548,141.48
2,548,141.48
Total
34,453,601.38
20,960,435.10
31,630,233.96
87,044,270.44
On 31.12.2021, the Company and the Group recorded cash and cash equivalents of € 26.3 million and €
26.6 million respectively.
3) Market Risk
Market risk is the risk of change in prices of raw materials procured by the Group, the risk of change in
the foreign exchange rates that the Group conducts transactions in and the risk of change in interest rates
that the Group borrows at and which can affect the Group’s results. The purpose of risk management
against market conditions is to determine and control the Group’s exposure to those risks, within the
context of acceptable parameters while at the same time optimizing its performance.
➢ Metal (iron, steel, etc.) Raw Material Price Volatility Risk
The Group conducts its purchases mainly in the global steel market under normal market terms. Each
change in the market price of raw materials is discounted for in the sales price, resulting in changes in the
Group’s profit margin during periods of big price fluctuations for raw materials in the world market. More
specifically, in periods during which prices follow an upward trend, the Group’s profit margins improve, as
the upward trend is transferred to the sales prices. Accordingly, when raw material prices follow a
declining trend, the Group’s profit margins decrease.
The Group does not apply hedging to cover its basic operating reserve, which means that any
increase/decrease of metal prices may affect its results accordingly through depreciation or appreciation
of inventories.
Annual Financial Report of 31.12.2021
19
➢ Foreign exchange risk
The Group is exposed to foreign exchange risk from the purchase of inventories it makes in $ (US Dollar),
from the deposits denominated in $ (US Dollar) as well as from the joint venture BALKAN IRON GROUP
SRL, based in Romania, whose operating currency unit is the RON.
The Group’s borrowings are euro denominated in their entirety while there are no receivables
denominated in foreign currency.
Foreign currency is purchased in advance in order for the Company to limit its foreign exchange risk
emerging from inventory purchase. The total liabilities of the Group as of 31/12/2020 but also the liabilities
that will arise based on the contracts that have been signed until 31/12/2020, are covered by equivalent
purchases in advance of foreign currency and as a result there is no foreign exchange risk associated
with the fluctuations of the US Dollar.
An increase by 10% of the Euro versus the US$ and of the Euro versus the RON on 31 December would
affect the equity and the results by negligible amounts for the Company.
➢ Interest rate risk
Interest rate risk arises mainly from long-term and short-term bank loans in € at the floating rate of Euribor.
The Group finances its investments, as well as its need for working capital, through equity, short-term
bank loans, long-term loans and bond loans and as a result is burdened by interest expenses. Increasing
trends in interest rates shall negatively affect results, which will be burdened by the additional borrowing
cost.
The impact on the Results and Equity of the Group and Company would be as follows, if the interest rates
of loans (Euribor) would be 1% higher/lower on average during the year 2021:
Amounts in € million
Loans 31.12.2021
Effect on
results before tax ( + / - )
Group
49.6
0.50
Company
49.6
0.50
This would occur due to the higher/lower financial cost of bank borrowing with a floating rate in euro.
A smaller effect results from interest income related to time deposits in euro.
The impact on the Results and Equity of the Group and Company would be as follows, if the interest rate
on term deposits would be 1% higher/lower on average during the year 2021:
Amounts in € million
Sight and term deposits
31.12.2021
Effect on
results before tax ( + / - )
Group
26.6
0.27
Company
26.3
0.26
This would occur due to the higher/lower financial income from term deposits.
Annual Financial Report of 31.12.2021
20
➢ Risk of capital
The purpose of the management in relation to capital management is to ensure the smooth and
uninterrupted operation of activities with the objective of providing satisfactory returns to shareholders,
and to maintain as much as possible an ideal capital structure, thus reducing the cost of capital. For this
reason, the Management, according to the prevailing conditions, may adjust its dividend policy, increase
its share capital or sell assets in order to reduce debt.
Amounts in €
Company Data
31.12.2021
31.12.2020
Company Data
49,627,078.50
41,339,528.00
Total debt
26,323,191.21
9,436,262.12
Minus: Cash and cash equivalents
23,303,887.29
31,903,265.88
Net debt
79,683,339.87
65,676,682.41
Total equity
21,944,276.27
5,255,278.88
Equity / Net debt 3.42
2.06
Net debt / EBITDA
1.06
6.07
Amounts in €
Group Data
31.12.2021
31.12.2020
Total debt
49,627,078.50
41,460,195.44
Minus: Cash and cash equivalents
26,573,940.06
9,750,656.33
Net debt
23,053,138.44
31,709,539.11
Total equity
80,804,798.90
66,152,003.19
EBITDA
22,605,859.97
5,957,584.69
Equity / Net debt 3.51
2.09
Net debt / EBITDA
1.02
5.32
➢ Repercussions of the pandemic on the Company’s operations
The ongoing pandemic had no impact on the Group during the financial year 2021 which ended with a
significant increase in turnover along with an improvement in financial results.
Regarding the operations of the Group, it is noted that there were no deviations in the agreed terms and
delivery times of the purchases of raw materials and goods, while with the implementation of the
necessary protection measures within the workplace of the group there were no problems and delays in
delivery times of products.
In addition, due to the significant dispersion of the group's customer base in various sectors and
geographic markets, it is noted that no breach of the agreed credit terms was observed. As at 31.12.2021,
there were no open balances of customers who had been placed under the status of state protection
against Covid-19.
➢ Measures taken to reduce the impact of the pandemic
Since the beginning of the pandemic, the management of the Group continuously evaluates the current
conditions and follows the instructions and recommendations of the competent authorities, taking all the
necessary measures to protect the health of its employees and associates. In particular, it applies a set
of measures which can be summarized as follows:
• Restriction of all business trips of the personnel to the absolutely necessary, as well as reduction of
the frequency of visits of third parties within the Company's premises, with simultaneous application
of all the defined protection measures.
• Reducing the frequency of all types of corporate meetings within the Company's premises and
replacing them with teleconferences, whenever this is feasible.
• Provision and placement of personal means of protection and hygiene in conspicuous places of the
Company (protective masks, antiseptic liquids), application of hand disinfection measures and heat
measurement at the entrance of personnel and third parties in the workplace.
Annual Financial Report of 31.12.2021
21
• Disinfection of the Company's facilities by specialized disinfection crew on a weekly basis.
• Implement measures to avoid overcrowding and maintain a safe distance between employees in
accordance with the recommendations of the competent bodies.
• Organizing and encouraging work from home where possible, through the provision of appropriate
computer equipment.
• Carry out a mandatory sampling test for Covid-19 on a regular basis as well as a mandatory test on
all personnel whenever deemed necessary according to the recommendations of the occupational
physician.
• In case of suspicious symptoms or contact with a possible or confirmed case, it is necessary to
remove the employee from the workplace and a medical opinion is required regarding the return time
according to the instructions of E.O.D.Y. (National Public Health Organization).
• Continuous assessment of the Company's liquidity and preparation of quarterly rolling cash flow
forecasts in order to prepare for possible emergencies.
• Securing the necessary lines of credit from the cooperating banks to further facilitate the seamless
financing of the group.
➢ Assessing the impact of the pandemic in the future
The implementation of mass vaccination plans both in Greece and abroad, the mass participation of
populations in such plans, as well as the gradual de-escalation of the protection measures are estimated
to have significantly restored the smooth flow of economic and business activity on international level. In
this context, and provided that there is no resurgence of pandemic and no need for implementation of any
new containment measures, the course of the group's activity and results are not expected to be any
longer affected by the pandemic.
F. Future Outlook
For the current year 2022 it would be risky for the Management of the Group to proceed with any forecasts
given the fact that both the steel products market and the wider economic environment show signs of
great uncertainty.
The economic impact of the ongoing pandemic crisis is estimated to have notably dwindled as through
the mass vaccination programs the majority of economies internationally have returned to normalcy and
economic activity is gradually recovering. However, the recent lockdown in China, given the size of its
economy, confirms that there can be no complacency.
Russia's invasion of Ukraine in late February and the outbreak of hostilities magnified the geopolitical risk
and created further economic uncertainty with a sharp rise in energy costs, a substantial increase in
commodity prices, shortages of goods and with a rising inflation. At the same time, estimates concerning
Eurozone GDP growth for 2022 have fallen as a result of uncertainty over the outcome of the war and the
precise magnitude of its impact on economic activity.
In a continuation mode of the previous year, the steel products segment of the Group expanded further
during the 1st quarter of 2022, with an increase in demand recorded both in Greece and abroad, and with
raw material prices maintained at high levels.
The improvement of the economic climate and the gradual return of economic activity to the pre-pandemic
levels, as well as the favorable prospects for further growth in the economy during 2022 through the
utilization of re-sources of the Recovery Fund, created expectations for the continuation of the Group’s
upward trajectory for the rest of the year. However, the outbreak of Russia-Ukraine war in late February
created turmoil in the steel industry as well, with main developments being the suspension of production
plants in Ukraine and the blockade of Russian steel exports to the EU market. Given the high production
capacity of the two countries in steel production, the decline in their exports created shortages worldwide
leading to further increases in raw material prices. As a result, the steel market began to show signs of
stagnation, reflecting the reluctance of end-users to absorb further cost increases, in anticipation of a
future price correction.
In this context, the management of the Group has been taking all the necessary measures in order to
protect its smooth operation and business continuity. It is noted that through the large geographical
dispersion of raw material suppliers, the Group’s purchases from these two particular countries amount
Annual Financial Report of 31.12.2021
22
to about 5% of total purchases per year, while the current inventory orders from these countries are
considered non-essential. At the same time, the Group has the necessary level of inventories and
materials, the required capital adequacy, as well as access to sufficient lines of financing to cover both
current and any future demand. The main concern of the Group remains the maintenance of its sound
financial position and the minimization of credit risks, a fact that is achieved through credit insurance, as
well as through additional collateral whenever necessary.
Within the current year, the Group is implementing a new investment in buildings and mechanical
equipment for more than € 5 million that will be placed into operation and will further increase the product
range offered, improve storage and distribution times, while at the same time further reduce operating
costs. At the same time, the implementation of new investments is being considered with the aim of further
strengthening the Group's position both in Greece and abroad. Upon the potential end of the war conflicts
and the return to normalcy, the prospects of the steel industry especially in the Greek market are
considered positive. In the domestic market, the implementation of large-scale private projects, the
demand for products from the broader energy and construction sec-tors, as well as the absorption of the
country’s share in the Recovery Fund are expected to be the pillars that will contribute to the development
of the steel sector.
G. Transactions with Related Parties
The amounts of the Group’s and Company’s sales and purchases, from and towards related parties, as
well as the balances of receivables and liabilities, are analyzed as follows:
(a) Intra-company sales / purchases on 31.12.2021 and 31.12.2020 respectively:
Financial Year 2021:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
ELASTRON S.A.
0.00
0.00
0.00
0.00
THRACE GREENHOUSES S.A.
55,393.74
0.00
0.00
55,393.74
PHOTOENERGY S.A.
46,857.75
0.00
0.00
46,857.75
PHOTODEVELOPMENT S.A.
108,398.00
0.00
0.00
108,398.00
PHOTODIODOS S.A.
94,831.35
0.00
0.00
94,831.35
PHOTOKYPSELI S.A.
31,092.12
0.00
0.00
31,092.12
ILIOSKOPIO S.A.
43,689.27
0.00
0.00
43,689.27
PHOTOISHIS LTD
12,717.50
0.00
0.00
12,717.50
NORTHERN GREECE METAL
PRODUCTS S.A.
0.00
0.00
0.00
0.00
TOTAL
392,979.73
0.00
0.00
392,979.73
Annual Financial Report of 31.12.2021
23
Financial Year 2020:
Amounts in €
SALES
PURCHASES
ELASTRON
S.A.
THRACE
GREENHOUSES
SA
NORTHERN
GREECE METAL
PRODUCTS S.A.
TOTAL
THRACE GREENHOUSES S.A.
52,125.40
0.00
0.00
52,125.40
PHOTOENERGY S.A.
49,024.50
0.00
0.00
49,024.50
PHOTODEVELOPMENT S.A.
112,904.52
0.00
0.00
112,904.52
PHOTODIODOS S.A.
98,574.48
0.00
0.00
98,574.48
PHOTOKYPSELI S.A.
33,344.52
0.00
0.00
33,344.52
ILIOSKOPIO S.A.
46,014.48
0.00
0.00
46,014.48
PHOTOISHIS LTD
13,725.00
0.00
0.00
13,725.00
TOTAL
405,712.90
0.00
0.00
405,712.90
(b) Intra-company receivables / liabilities on 31.12.2021 and 31.12.2020 respectively:
Balances of 31.12.2021:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
0.00
0.00
0.00
THRACE GREENHOUSES S.A.
63,088.72
0.00
0.00
63,088.72
PHOTOENERGY S.A.
81,035.94
0.00
0.00
81,035.94
PHOTODEVELOPMENT S.A.
194,161.95
0.00
0.00
194,161.95
PHOTODIODOS S.A.
182,833.22
0.00
0.00
182,833.22
PHOTOKYPSELI S.A.
2,559.13
0.00
0.00
2,559.13
ILIOSKOPIO S.A.
52,273.01
0.00
0.00
52,273.01
PHOTOISHIS LTD
188,022.72
0.00
0.00
188,022.72
NORTHERN GREECE METAL
PRODUCTS S.A.
166,629.71
0.00
0.00
166,629.71
BALKAN IRON GROUP SRL
155,700.00
0.00
0.00
155,700.00
KALPINIS SIMOS BULGARIA
EOOD
815,771.50
0.00
0.00
815,771.50
TOTAL
1,902,075.90
0.00
0.00
1,902,075.90
Annual Financial Report of 31.12.2021
24
Balances of 31.12.2020:
Amounts in €
RECEIVABLES
LIABILITIES
ELASTRON
S.A.
NORTHERN
GREECE
METAL
PRODUCTS
S.A.
COMPANIES OF
PHOTOVOLTAIC
STATIONS
TOTAL
ELASTRON S.A.
0.00
50,460.61
0.00
50,460.61
THRACE GREENHOUSES S.A.
15,772.18
0.00
0.00
15,772.18
PHOTOENERGY S.A.
154,500.00
0.00
0.00
154,500.00
PHOTODEVELOPMENT S.A.
434,500.00
0.00
0.00
434,500.00
PHOTODIODOS S.A.
384,500.00
0.00
0.00
384,500.00
PHOTOKYPSELI S.A.
74,500.00
0.00
0.00
74,500.00
ILIOSKOPIO S.A.
144,500.00
0.00
0.00
144,500.00
PHOTOISHIS LTD
238,476.44
0.00
0.00
238,476.44
NORTHERN GREECE METAL
PRODUCTS S.A.
421,090.32
0.00
0.00
421,090.32
BALKAN IRON GROUP SRL
155,700.00
0.00
0.00
155,700.00
KALPINIS SIMOS BULGARIA
EOOD
810,000.00
0.00
0.00
810,000.00
TOTAL
2,833,538.94
50,460.61
0.00
2,883,999.55
GROUP
COMPANY
1.1-31.12
1.1-31.12
Amounts in €
2021
2020
2021
2020
c) Transactions and remuneration of
Board Members & senior executives
Remuneration of Board Members
545,079.91
584,385.79
535,979.91
575,245.17
Remuneration of senior executives
219,721.52
125,624.96
189,721.52
95,624.96
Remuneration of other related entities
26,704.86
84,524.29
26,704.86
84,524.29
Other benefits granted to members of
the Board of Directors & Senior
Executives
40,894.75
47,862.67
40,894.75
47,862.67
Receivables from senior executives and
Board members
0.00
0.00
0.00
0.00
Liabilities to senior executives and
Board members
0.00
0.00
0.00
0.00
Note: The Remuneration Report of the Board of Directors for the year 2020 has been posted on the Company's
website www.elastron.gr .
Senior executives according to IAS 24 are those individuals that have the authority and responsibility for
the planning, management and control of the entity’s activities, directly or indirectly, and include all
members of the Board of Directors (executive and non-executive) of the entity, as well as all other senior
executives according to the above definition.
6. EXPLANATORY REPORT (Article 4, par. 7&8, L.3556/2007)
a) Structure of the Company’s share capital
On 31.12.2021 the Company’s share capital amounted to 18,410,839 Euro and was divided into
18,410,839 common registered shares with a nominal value of 1.00 euro each.
Annual Financial Report of 31.12.2021
25
The total shares are listed and traded freely on the Athens Exchange.
Each Company share incorporates all the rights and obligations stipulated by Law and the Company’s
Memorandum of Association, which however does not include provisions that limit those provided by the
Law.
Ownership of a share implies ipso jure acceptance by the owner of such of the Company’s Memorandum
of Association and the legal decisions made by the General Meeting of shareholders.
The responsibility of shareholders is limited to the nominal value of shares owned. Shareholders
participate in the Company’s Management and earnings according to the Law and provisions of the
Memorandum of Association. The rights and obligations that emanate from each share follow such to any
universal or special beneficiary of the shareholders.
Shareholders exercise their rights in relation to the Company’s Management only through the General
Meetings. Shareholders have a pre-emptive right to each future increase of the Company’s Share Capital,
according to their participation in the existing share capital, as stipulated by the provisions of law
4548/2018.
Lenders of shareholders and their beneficiaries cannot in any case cause confiscation or sealing of any
asset or the books of the Company, nor can they request the sale or liquidation of the Company, or be
involved in any way in the Company’s Management or administration.
All shareholders, regardless of where such reside, are considered to have the Company’s domicile as
their legal residence and are subject to Greek Law, as regards to their relationship with the Company.
Any difference between the Company on the one hand and shareholders or any third party on the other,
is subject to the exclusive jurisdiction of ordinary courts, while the Company can be prosecuted only before
courts of its domicile.
Each share provides one voting right. Co-owners of a share, in order to exercise their voting right, must
submit to the Company in written one joint representative for the share, which will represent them in the
General Meeting, while the exercise of their right is postponed until such a representative is assigned.
Each shareholder is entitled to participate in the General Meeting of the Company’s shareholders, either
in person or through a representative. All shareholders have the right to participate and vote in the
General Meeting. The exercise of such rights does not require the blockage of the beneficiary’s shares
nor any other corresponding procedure, which limits the ability to sell and transfer shares during the period
from the record date of beneficiaries and the date of the General Meeting. The individual or entity which
has the capacity of shareholder at the beginning of the fifth (5
th
) day prior to the initial General Meeting
date (record date) is entitled to participate in the General Meeting (first and repetitive meeting). The above
record date is valid even in the case of a previously postponed or repetitive meeting provided that this
previously postponed or repetitive meeting takes place no later than thirty (30) days from the record date.
If such a condition does not occur or if, for the case of the repetitive general meeting, there is release of
a new invitation according to the provisions of article 130, Law 4548/2018, then the individual or entity
which has the capacity of shareholder at the beginning of the third (3
rd
) day prior to the previously
postponed or repetitive general meeting date (record date) is entitled to participate in this general meeting.
The proof of shareholders’ capacity may be presented via any legal means and in any case through the
information provided to the Company from the central securities depository if the latter offers registry
services, or through the registered intermediary parties participating in the central securities depository in
any other case.
Only those who carry the shareholder capacity during the record date are considered from the Company
to have the right to participate and vote in the General Meeting.
The General Meeting of shareholders is also held by teleconference. The teleconference takes place
online using a computer via a secure teleconferencing application and / or by telephone. In any case, the
method to be followed will be notified to the shareholders by the relevant invitation. The invitation must
include a reference to the stated manner of conducting the teleconference and the Company must take
sufficient measures to comply with the conditions set forth in article 125, par. 1 of Law 4548/2018.
Annual Financial Report of 31.12.2021
26
There is also provision of participating in the voting procedure by distance, by mail or by electronic means,
held before the time of the General Meeting. The items of the agenda and the ballot papers can be
available and their completion can be done electronically via internet or in printed form at the Company's
headquarters. Shareholders who vote by mail or electronic means are counted for the formation of the
quorum and the majority, provided that the relevant votes have been received by the Company no later
than twenty-four (24) hours before the start of the General Meeting.
From the date the invitation to convene the General Meeting is released and until the General Meeting
date, at least the following information is posted on the Company’s website:
• The invitation to convene the General Meeting.
• The total number of shares outstanding and voting rights during the date of the invitation, including
subtotals per category of shares, if the Company’s share capital is allocated into more than one share
category.
• The documents to be submitted to the General Meeting.
• The draft resolution on each issue on the daily agenda that is proposed or, if no decision is proposed
for approval, then a commentary by the Board of Directors on each issue of the agenda and possible
draft resolution proposed by shareholders, immediately following the receipt of such by the Company.
• The documents that must be used to exercise voting rights via a delegate or proxy, or by mail or with
electronic means, unless such documents are sent directly to each shareholder.
The method, location as well as payment date of dividends are announced by the Company through the
Press, as defined by Law 3556/2007 and the relevant decisions issued by the Hellenic Capital Market
Commission. The right to receive dividend is cancelled in favor of the Greek State after five (5) years from
the end of the year during which the General Meeting approved its distribution.
b) Limits on transfer of Company shares
There are no limitations on the transfer of Company shares.
c) Significant direct or indirect holdings according to the definition of L. 3556/2007
The following table presents the Company’s shareholders with significant holdings of its share capital,
according to data from the last General Meeting of 24.06.2021 and the most recently published data:
SHAREHOLDER
TOTAL NUMBER OF
SHARES 18.410.839
PERCENTAGE OF
SHARE CAPITAL
Athanasios Kalpinis
3,104,250
16.86%
Elvira Kalpini
2,070,500
11.25%
Panagiotis Simos - Kaldis
1,583,687
8.60%
Panagiotis Sarmas
1,081,800
5.88%
Nikolaos Sakellariou
905,000
4.92%
Christos Sakellariou
905,000
4.92%
Nikolaos Simos
900,000
4.89%
Dominiki Simou
900,000
4.89%
d) Shares providing special control rights
There are not such shares.
e) Limitations on voting rights
There are no limitations on voting rights.
f) Agreements among Company shareholders
Annual Financial Report of 31.12.2021
27
The Company is not aware of any agreements among shareholders entailing limitations on the transfer
of shares or limitations on voting rights.
g) Rules for the appointment and replacement of members of the Board of Directors and the
amendment of the Memorandum of Association
There are no relevant rules that other than those stated by Law 4548/2018.
h) Responsibility of the Board of Directors or its members a) for the issue of new shares or b) the
acquisition of treasury shares
a) According to article 24, paragraph 1b of L. 4548/2018, the Board of Directors has the right, following a
relevant decision by the General Shareholder’s Meeting that is subject to the disclosure requirements of
L. 4548/2018, to increase the Company’s share capital with the issue of new shares, through a decision
by the Board of Directors that is made with a majority of at least 2/3 of its total members. In this case, the
Company’s share capital may be increased up to three times the share capital amount paid up on the
date when the Board of Directors was granted such power by the General Meeting. This power of the
Board of Directors has a 5-year effect and may be renewed. There is currently no such decision in effect.
According to article 113 of L. 4548/2018, by means of a decision by the General Meeting, a stock option
plan can be issued to members of the Board of Directors and to staff, with the form of stock options
according to the specific terms of such a decision. The General Meeting decision defines the maximum
number of shares that may be issued, which according to law cannot exceed 1/10 of existing shares. Also,
the price and sale terms towards beneficiaries are set as well as the maximum number of shares that can
be acquired if beneficiaries exercise their rights. The Board of Directors, by means of a relevant decision,
defines any other relevant detail not provided for by the General Meeting. There is currently no such
decision in effect.
b) According to article 49 of L. 4548/2018, the Board of Directors may convene a General Meeting of
shareholders, with the objective to decide on the purchase of treasury shares. In case of any relevant
decision approved, the General Meeting will define the terms and conditions of the stock repurchases in
accordance with the legislation in effect.
i) Important agreements which are put into effect, amended or terminated in case of a change in
the Company’s control following a public offer
There are no such agreements.
j) Agreements with members of the Board of Directors or employees of the Company
There are no agreements made between the Company and members of its Board of Directors or its
employees, which define the payment of indemnity in the case of resignation or dismissal without
reasonable cause or termination of their period of office or employment due to a public offer.
Annual Financial Report of 31.12.2021
28
CORPORATE GOVERNANCE
Introduction
The Board of Directors of the Company declares that the Company has adopted and fully complies with
the existing legal framework on corporate governance as in force in Greece and in particular with the
provisions of articles 1 to 24 of Law 4706/2020, Law 4548/2018, the provisions of article 44 of Law
4449/2017 (Audit Committee) as amended by article 74 of Law 4706/2020 and is valid, in combination
with the relevant decisions, circulars and guidelines of the Hellenic Capital Market Commission.
In this context, the Company, with the decision of the Board of Directors of July 16, 2021, approved the
Operating Regulation which was drafted in accordance with the provisions of article 14 of Law 4706/2020.
The Company's Operating Regulation includes, among other things, the organizational structure of the
Company, the objectives of the Company's units and committees, the characteristics of the Company's
Internal Control System (ICS) as well as the procedures and policies adopted and implemented by the
Company. A summary of the Company's Operating Regulation has been published on the Company's
website www.elastron.gr , in accordance with article 14, par. 2, section b’ of Law 4706/2020.
In addition, the Company with the decision of its Board of Directors of July 16, 2021, has adopted and
implements the new Greek Code of Corporate Governance, issued in June 2021 (GCCG), which has
been prepared by the Hellenic Corporate Governance Council (ESED) which is a recognized body
according to article 17 of Law 4706/2020 and no. 916/7.6.2021 decision of the Board of Directors of the
Hellenic Capital Market Commission (hereinafter referred to as the "Code").
The Code is posted on the website of Hellenic Corporate Governance Council (ESED)
https://www.esed.org.gr/web/guest/code-listed, as well as on the website of the Company
www.elastron.gr .
The deviations of the Company in relation to the special practices provided in the Code, are listed in the
table below:
Deviations from the Greek Code of Corporate Governance
Provision in the Greek
Code of Corporate
Governance
Explanation / Justification of deviation from the special practices of the
Greek Code of Corporate Governance
Special Practice 2.2.21 and
2.2.22
✓ The Board of Directors has not appointed one of its independent non-
executive members as an independent non-executive Vice-Chairman, as this
special practice presupposes that the Chairman of the Board is a non-
executive member.
✓ The Board of Directors, pursuant to the provision of article 8, par. 2 of Law
4706/2020 has appointed as its Chairman one of the executive members of
the Board of Directors and according to this provision the appointment of a
Vice Chairman from the non-executive members is required. In this context,
the Board of Directors has appointed a Vice-Chairman from among the non-
executive members of the Board of Directors.
✓ The Chairman, in cases of absence or any other hindrance, is being replaced
in full extent in terms of responsibilities, in accordance with the law and the
Articles of Association, by the Vice-Chairman and when the latter is absent or
disabled to participate for any reason, by the director appointed by decision of
the Board of Directors. Regarding the specific exercise of the Chairman’s
executive duties, the Chairman when hindered, due to the capacity of Vice
Chairman being a Non-Executive Member, is being replaced by the CEO of
the Company.
✓ With the above option, the Company considers that the efficient and effective
operation of the Board of Directors has been ensured. After the end of the
term of the current Board of Directors, the Company will review whether it is
appropriate and under what conditions it is possible to comply with the above
Special Practice.
Special Practice 2.2.15
✓ Apart from the members of the Board of Directors for the selection of whom
the Company applies the criteria provided in the Suitability Policy of the
Members of the Board of Directors, there are no defined diversity criteria with
specific representation objectives by gender and specific timetables for
Annual Financial Report of 31.12.2021
29
achieving such objectives, when it comes to the selection of senior executives
of the Company.
✓ The Company has set as a long-term goal to increase the participation of
women in the managerial positions within the Company. However, the
Company already maintains long-term and beneficial cooperation with the
existing executives, a fact that has been further solidified by its successful
course for many years. The appointment of Senior Managers is based on
meritocracy, and candidates are evaluated based on objective criteria in order
to safeguard the Company’s assets, plan the appropriate development
strategy and increase the value of the Company.
✓ Therefore, the Company estimates that additional time will be required to
enable the establishment and implementation of diversity criteria for senior
and high ranking management, taking into account the nature of the
Company's activity. However, it is estimated that there is no risk of such a
deviation for as long as it exists.
Internal Control Unit
The Company has an Internal Control Unit, hereinafter "ICU", which constitutes an independent, objective
and consulting function, designed to add value and improve its business operations. This Unit supports
the Company in achieving its goals, offering at the same time a systematic approach to assessing and
improving the effectiveness of risk management, internal control systems and corporate governance.
The Internal Control Unit is governed by an operating regulation which was approved in accordance with
the meeting of the Company’s Board of Directors on July 16, 2021 and is posted on the Company's
website www.elastron.gr .
The Internal Control Unit of the Company constitutes an independent organizational unit within the
Company according to article 15 of Law 4706/2020.
Purpose
The purpose of the ICU is the monitoring and improvement of the Company's operations and policies
regarding its Internal Control System, the control of the consistent implementation of legislation, the
observance of the Company's Articles of Association along with all its policies and procedures.
Head of the Internal Control Unit
The head of ICU has been appointed by the Board of Directors of the Company, following a proposal of
the Audit Committee and meets the following criteria:
i. is an exclusive and full-time employee,
ii. is personally and functionally independent,
iii. is objective in the performance of his/her duties,
iv. possesses the appropriate knowledge and relevant professional experience,
v. reports administratively to the Chief Executive Officer and operationally to the Audit Committee,
vi. cannot be member of the Board of Directors or member with the right to vote in standing committees
of the Company, and
vii. cannot have close relations with anyone who holds one of the above capacities in the Company or
in a company of the Group.
The Company informs the Hellenic Capital Market Commission of any change of the head of the ICU,
submitting the minutes of the relevant meeting of the Board of Directors, within a period of twenty (20)
days from any particular alteration.
The head of ICU provides in writing any information requested by the Hellenic Capital Market Commission,
cooperates with the authorities and facilitates the latter in every possible way along their task of
monitoring, controlling and supervising the ICU.
The head of the ICU attends the general meetings of shareholders.
For the exercise of the duties of the ICU, its head has access to any organizational unit of the Company
and becomes aware of any element required for the exercise of the respective tasks and duties.
Annual Financial Report of 31.12.2021
30
The head of ICU submits to the Audit Committee an annual control plan and the requirements of the
necessary resources, as well as the repercussions deriving from limiting the resources or the audit work
of the ICU in general. The annual control plan is prepared based on the risk assessment of the Company,
after taking into account the opinion of the Audit Committee.
Responsibilities and obligations of the Internal Control Unit
The responsibilities and obligations of the ICU are presented below:
a. The implementation of the operating regulation and the Internal Control System, in particular with
respect to the adequacy and validity of the provided financial and non-financial information, risk
management, regulatory compliance and the corporate governance code adopted by the Company,
b. The implementation of quality assurance mechanisms,
c. The implementation of the corporate governance mechanism, and
d. Compliance with the commitments contained in newsletters and business plans of the Company
regarding the use of funds raised from the regulated market.
e. The ICU prepares reports to the audited units with findings, the risks arising and suggestions for
improvement, if any.
f. Keeps the minutes of the meetings of the Audit Committee.
g. Provides an effective contribution in shaping and monitoring the implementation of the Suitability
Policy of the members of the Board of Directors (circular 60, section III, par. 4 of the Hellenic Capital
Market Commission).
h. Carries out an audit of the legality of the remuneration and all kinds of benefits granted to the
members of the Management regarding the decisions of the competent bodies of the Company (article
4, circular EU 5/204/14.11.2000).
i. Carries out an audit of the Shareholders Service and Corporate Announcements Department
(articles 5 & 6 of the circular 5/204/14.11.2000 of the Hellenic Capital Market Commission).
j. Audits the Company's transactions with affiliated companies as well as the Company's relations with
the companies in the capital of which the members of the Company's Board of Directors or its
Shareholders participate via a rate of at least 10% (articles 4 of the circular 5/204/14.11.2000 of the
Hellenic Capital Market Commission).
k. The reports of ICU after incorporating the relevant views of the audited entities, the agreed actions,
if any, or the acceptance of the risk of taking no action, the limitations on its scope of control, if any,
the final internal audit proposals and the results from the respective response of the audited units of
the Company to its proposals, are submitted quarterly to the audit committee.
l. It submits every three (3) months to the audit committee reports, which include its most important
findings and proposals and which in turn the Audit Committee presents and submits along with its
comments to the Board of Directors.
Information of article 10, par. 1, items c), d), f), h), i) of EU directive 2004/25/EC
c) The significant direct or indirect holdings of the Company are the following:
• NORTHERN GREECE METAL PRODUCTS S.A. (subsidiary). The Company participates by 100%.
• BALKAN IRON GROUP SRL (joint venture). The Company participates by 33.3%.
• KALPINIS – SIMOS BULGARIA EOOD (subsidiary). The Company participates by 100.00%
• PHOTODEVELOPMENT SA (subsidiary). The Company participates by 98.6%
• PHOTODIODOS SA (subsidiary). The Company participates by 98.3%
• PHOTOENERGY SA (subsidiary). The Company participates by 97.5%
• ILIOSKOPIO SA (subsidiary). The Company participates by 97.5%
• PHOTOKYPSELI SA (subsidiary). The Company participates by 97.5%
• PHOTOISXIS MEPE (subsidiary). The Company participates by 100.00%
• THRACE GREENHOUSES SA (joint venture). The Company participates by 49.09%
Moreover, according to article 4 par. 7 of L. 3556/2007 the direct or indirect participations in the
Company’s share capital (number of shares at 18,410.839 according to the decision of 24.06.2021 by the
Ordinary General Meeting of shareholders) are the following:
• Athanasios Kalpinis with 3,104,250 shares (16.9% - direct participation)
• Elvira Kalpini with 2,070,500 shares (11.2% - direct participation)
• Panagiotis Simos-Kaldis with 1,583,687 shares (8.6% - direct participation)
Annual Financial Report of 31.12.2021
31
• Sarmas Panagiotis with 1,081,000 shares (5.9% - direct participation)
• Sakellariou Nikolaos with 905,000 shares (4.9% - direct participation)
• Sakellariou Christos with 905,000 shares (4.9% - direct participation)
• Nikolaos Simos with 900,000 shares (4.9% - direct participation)
• Dominiki Simou with 900,000 shares (4.9% - direct participation)
There are no significant indirect participations.
d) There are no securities and therefore owners that provide special control rights.
e) There are no limitations on voting rights or systems through which with the cooperation of the Company,
financial rights emanating from securities are distinguished from the ownership of the securities. The time-
frames for exercise of voting rights are mentioned in detail in the section “Shareholders’ rights and their
exercise”.
f) The rules for appointment and replacement of Board members are those mentioned in L. 4548/2018
and are described in detail in the following section.
g) There are no authorities of Board members regarding the ability to issue of buy back shares.
General Meeting of Shareholders
The General Meeting of shareholders is the highest-level body of the Company and is entitled to decide
on any affair related to the Company. Its legal decision also binds shareholders that are not present or
who disagree. The General Meeting is the only one responsible to also decide on issues of article 117 of
L. 4548/2018.
The General Meeting of shareholders of the Company is convened by the Board of Directors and meets
regularly at least once each financial year and always until the 10
th
day of the 9
th
month, at the latest, from
the end of each financial year and as an Extraordinary meeting whenever deemed necessary by
Company’s needs. The Meeting takes place at the Company’s domicile or at any other location within the
Attica periphery.
The General Meeting of shareholders is also held by teleconference. The teleconference takes place
online using a computer via a secure teleconferencing application and / or by telephone. In any case, the
method to be followed will be notified to the shareholders by the relevant invitation. The invitation must
include a reference to the stated manner of conducting the teleconference and the Company must take
sufficient measures to comply with the conditions set forth in article 125, par. 1 of Law 4548/2018.
The Chairman of the Board temporarily acts a Chairman of the General Meeting, or if he is unavailable
his deputy or an individual appointed by such. Whoever is appointed by the temporary Chairman serves
as secretary temporarily.
After the list of shareholders’ that have a voting right in the meeting is approved, then the General Meeting
proceeds with electing the formal Chairman and formal secretary of the meeting.
Shareholders with the right to participate in the General Meeting may be represented in such by a proxy.
The General Meeting, with the exception of the repeated General Meetings and equivalent to the latter
meetings, is convened at least twenty days prior to the general meeting date. The invitation includes at
least the location with the exact address, date and time of the meeting, the daily agenda issues clearly,
the shareholders that have the right to participate, as well as exact information on the manner in which
shareholders will be able to participate in the meeting and exercise their rights. Also the invitation includes
information provided by article 121, paragraph 4, Law 4548/2018. Apart from the release of invitation in
GEMI, the full text of the invitation is published in the Company’s website and is released in a manner
that ensures the immediate and without any discretion access to it, via means which according to the
judgment of the Board of Directors are deemed as reliable for the dissemination of the above information
towards to the investor community, such as via printed or electronic means of a national or Pan-European
range.
The General Meeting is at quorum and meets in a valid manner on the daily agenda issues when
shareholders that represent at least 1/5 of the paid up share capital are present or being represented at
the meeting. If this quorum is not achieved during the first meeting, then a repeated meeting is convened
Annual Financial Report of 31.12.2021
32
in twenty (20) days from the day of the cancelled meeting, with a release of the invitation at least ten (10)
full days prior to the new meeting. The repeated meeting is at quorum and meets validly on the issues of
the initial daily agenda regardless of the portion of the paid up share capital represented in such.
Furthermore a new invitation is not required if the initial invitation includes information about the place
and the time of the repeated meeting, under the condition that the time period between the cancelled
meeting and the repeated meeting is no shorter than five (5) days. The decisions of the General Meeting
are made with absolute majority of the votes represented in such.
Exceptionally, the General Meeting is at quorum and meets validly on the issues of the daily agenda if
shareholders representing one half (1/2) of the paid up share capital are present or represented, when
referring to decisions defined in article 130, paragraph 3, Law 4548/2018.
If the quorum of the previous paragraph is not achieved during the first meeting, then the first repeated
meeting is convened according to paragraph 2 of the previous article, while the repeated meeting is at
quorum and meets validly on the issues of the initial daily agenda when shareholders representing one
fifth (1/5) of the paid up share capital are present or represented. Furthermore a new invitation is not
required if the initial invitation includes information about the place and the time of the repeated meeting,
under the condition that the time period between the cancelled meeting and the repeated meeting is no
shorter than five (5) days.
Shareholders’ rights and their exercise
Any shareholder has the right to participate and vote at the Company’s General Meeting. The exercise of
such rights does not require the blockage of the beneficiary’s shares or any other process, which limits
the ability to sell and transfer shares during the period between the record date of beneficiaries and the
date of the General Meeting. The individual or entity which has the capacity of shareholder at the
beginning of the fifth (5
th
) day prior to the initial General Meeting date (record date) is entitled to participate
in the General Meeting. The above record date is valid even in the case of a previously postponed or
repetitive meeting provided that this previously postponed or repetitive meeting takes place no later than
thirty (30) days from the record date. If such a condition does not occur or if, for the case of the repetitive
general meeting, there is release of a new invitation according to the provisions of article 130, Law
4548/2018, then the individual or entity which has the capacity of shareholder at the beginning of the third
(3
rd
) day prior to the previously postponed or repetitive general meeting date (record date) is entitled to
participate in this general meeting. The proof of shareholders’ capacity may be presented via any legal
means and in any case through the information provided to the Company from the central securities
depository if the latter offers registry services, or through the registered intermediary parties participating
in the central securities depository in any other case. Against the Company, only the individual or entity
which has the capacity of shareholder at the particular record date is entitled to participate in the General
Meeting and vote on the daily agenda’s items.
The shareholder participates in the General Meeting and votes either in person or through a proxy. Proxies
that act on behalf of more than one shareholders may vote separately for each shareholder. Shareholders
may appoint a proxy either for one or for as many meetings that may take place within a defined time
period. Legal entities participate in the General Meeting through their representatives. The shareholder
proxy is obliged to disclose to the Company, prior to the beginning of the General Meeting, any specific
event that may be useful to shareholders in assessing the risk of the proxy serving other interests than
those of the represented shareholder. According to the definition of the present paragraph, there might
be conflict of interests specifically when the proxy:
a) is a shareholder that exercises control on the Company or is another legal entity controlled by the
shareholder,
b) is a member of the Board of Directors or generally the management of the Company or of a shareholder
that exercises control on the Company, or another legal entity that is controlled by a shareholder who
exercises control on the Company,
c) is an employee or certified public accountant of the Company or shareholder that exercises control on
the Company, or another legal entity controlled by the shareholder who exercises control on the Company,
d) is a spouse or first degree relative with one of the persons mentioned above in cases (a) through (c).
The appointment and revocation or replacement of a proxy or the shareholder’s delegate is applied in
written or through electronic mail and disclosed to the Company at least forty eight (48) hours prior to the
date of the General Meeting.
Annual Financial Report of 31.12.2021
33
Ten (10) days prior to the Ordinary General Meeting, the Company releases the annual financial
statements and reports by the Board of Directors and auditor on its website.
With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the
Board of Directors of the Company is obliged to convene an Extraordinary General Meeting of
shareholders, setting the date of such, which cannot be more than forty five (45) days from the day the
request was delivered to the Chairman of the Board of Directors. If a General Meeting is not convened by
the Board of Directors within twenty (20) days from the delivery of the relevant request, then the meeting
takes place by the requesting shareholders, at the expense of the Company, by means of a decision by
the court, which is issued during the injunction process. This decision states the place and time of the
meeting, as well as the daily agenda.
With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the
Board of Directors of the Company is obliged to list additional issues on the daily agenda of the General
Meeting that has already been set, if the relevant request is received by the Board at least fifteen (15)
days prior to the General Meeting. This request must be accompanied by a justification or by a draft
resolution to be approved by the General Meeting and the revised daily agenda is published thirteen (13)
days prior to the date of the General Meeting and at the same time provided to shareholders electronically
on the Company’s website, together with the justification or draft resolution submitted by the shareholders,
according to those stated in article 123 par. 4 of L. 4548/2018.
The Board of Directors provides shareholders, according to those stated by article 123, paragraph 3 of
Law 4548/2018, at least six (6) days prior to the date of the General Meeting, access to the draft
resolutions submitted by shareholders representing one twentieth (1/20) of the paid up share capital, on
issues that have been included in the initial or revised daily agenda, if the relevant request is received by
the Board of Directors at least seven (7) days prior to the date of the General Meeting.
The Board of Directors is not obliged to enlist the issues on the daily agenda or publish or disclose such
together with the justification and draft resolutions submitted by shareholders according to the above
paragraphs, if the content of such is apparently against the law or moral ethics.
With the request of shareholders that represent one twentieth (1/20) of the paid up share capital, the
Chairman of the General Meeting is obliged to postpone the decision making process only once, for all or
specific issues, by General Meeting, defining the day when the meeting will re-convene for decision
making that is stated on the shareholders’ request, which however cannot be more than twenty (20) days
from the day of the postponement. The General Meeting that follows the postponement is considered a
continuance of the previous and thus the disclosure requirements of the shareholders’ invitation are not
repeated and new shareholders cannot take part in the Meeting, according to the provisions of articles
124 paragraph 6 of L. 4548/2018.
Following a request of any shareholder that is submitted to the Company at least five (5) full days prior to
the General Meeting, the Board of Directors is obliged to provide to the General Meeting the specifically
required information on the Company’s affairs, to the extent that such are relevant to the daily agenda
issues. The Board of Directors may respond collectively to shareholders’ requests that include the same
content. There is no obligation to provide information when the relevant information is available on the
Company’s website, especially in the form of questions and answers. Also, with the request of
shareholders that represent one twentieth (1/20) of the paid up share capital, the Board of Directors is
obliged to announce to the Ordinary General Meeting the amounts paid during the past two-years for any
cause by the Company to Board Members or Managers or other employees, as well as any other benefits
paid towards such individuals for any cause or for any contract of between the Company and such. In all
the above cases, The Board of Directors may decline the provision of such information for reasonable
cause, stating the relevant justification in the minutes. Such a reasonable cause may consist according
to the circumstances the representation of requesting shareholders in the Board of Directors, according
to articles 79 or 80 of L. 4548/2018.
Following a request by shareholders that represent one tenth (1/10) of the paid up share capital, which is
submitted to the Company within the time limit of the previous paragraph, the Board of Directors is obliged
to provide to the General Meeting information on the development of corporate affairs and the financial
position of the Company. The Board of Directors may decline the provision of such information for
reasonable cause, which is stated in the minutes. Such a reasonable cause may consist according to the
Annual Financial Report of 31.12.2021
34
circumstances the representation of requesting shareholders in the Board of Directors, according to
articles 79 or 80 of L. 4548/2018, given that the respective Board members have received the relevant
information in an adequate manner.
Following a request by shareholders that represent one twentieth (1/20) of the paid of share capital, the
voting process concerning any issue of the daily agenda is conducted by open voting.
Company Shareholders, that represent at least one twentieth (1/20) of the paid up share capital, have the
right to request an audit of the Company by the Court. The audit is ordered if actions that violate the
provisions of law or the Articles of Association of the Company or decisions by the General Meeting, are
assumed. In any case, the audit request must be submitted within three (3) years from the approval of the
financial statements of the year when the alleged actions took place.
Company Shareholders, that represent one fifth (1/5) of the paid up share capital, have the right to request
audit of the Company by the relevant court, given that the overall developments of corporate affairs as
well as certain evidence indicate in a plausible manner that Management of corporate affairs is not
conducted as according to proper and prudent management. The Articles of Association may define the
reduction, but not more than half, of the percentage of the paid up share capital required to exercise the
right of the present paragraph.
Board of Directors
The Board of Directors consists of 3 to 15 members. The exact number of members is defined by the
General Meeting. The term of the members of Board of Directors is three-years (without excluding their
re-election) and is extended automatically until the end of the term, during which the immediately next
Ordinary General Meeting must convene and until the relevant decision is taken, which however cannot
exceed four years. Following its election, the Board of Directors convenes and is formed into a body by
electing the Chairman, one or two Vice- Chairmen and one or two Chief Executive Officers of the
Company.
The Chairman is substituted, when absent or unable, for all his responsibilities by the A’ Vice-Chairman
and the latter is substituted, when absent or unable, by a member that is appointed as such by a Board
of Directors decision. Regarding the exercise of his/her executive duties, the Chairman of the Board in
cases of absence or any hindrance, due to the capacity of Vice Chairman being a Non-Executive Member,
is replaced by the Chief Executive Officer (CEO) of the Company. Finally, the Chief Executive Officer,
when absent or hindered, is being replaced for the full extent of responsibilities by the General Manager
of the Company.
In case of resignation, death or in any other way loss of the capacity of Board member or members, the
remaining Board members may continue the management and representation of the Company without
replacing the members absent, with the condition that the number of the remaining members is at least
three (3) and is over half of total members, as such were numbered before the realization of the above
events.
The remaining members of the Board of Directors, given that such are at least three (3), may elect
members in replacement of those resigned, deceased or who lost their member capacity in any other
way. The above election is effective for the remaining period of the term of the member that is replaced,
while the decision of the election is submitted to the disclosure requirements and is announced by the
Board of Directors at the immediately forthcoming General Meeting, which can replace the elected
members, even if the issue has not been listed on the daily agenda. In any case, the remaining Board
members, regardless of their number, may convene a General Meeting with the exclusive objective of
electing a new Board of Directors.
Duties of the Members of the Board of Directors
Chairman
The Chairman of the Board is a non-executive member. In case the Board of Directors, by way of
derogation, appoints one of the executive members of the Board of Directors as Chairman, then it
obligatorily appoints a vice-chairman from among the non-executive members.
Annual Financial Report of 31.12.2021
35
The role of the Chairman lies in the organization and coordination of the entire work of the Board of
Directors. The Chairman presides over the Board of Directors and is responsible for the overall efficient
and effective operation and organization of its meetings. At the same time, it promotes a culture of open-
mindedness and constructive dialogue in the conduct of its work, facilitates and promotes the
establishment of good and constructive relations between the members of the Board of Directors and the
effective contribution of all non-executive members to the work of the Board of Directors, by ensuring the
provision of a timely, complete and correct information towards its members.
The Chairman ensures that the Board of Directors as a whole has a satisfactory understanding of the
views of the shareholders. The Chairman of the Board of Directors ensures the effective communication
with the shareholders with the objective of preserving the fair and equal treatment of their interests and
the development of a constructive dialogue with them, in order to better and fully understand their
positions.
The Chairman cooperates closely with the Chief Executive Officer and the Corporate Secretary for the
preparation of the Board of Directors and the provision of full information to its members.
Regarding the exercise of his/her executive duties, the Chairman of the Board in cases of absence or any
hindrance, due to the capacity of Vice Chairman being a Non-Executive Member, is replaced by the Chief
Executive Officer (CEO) of the Company.
Non-Executive Vice Chairman of the Board of Directors
The non-executive Vice Chairman of the Board of Directors is responsible, in addition to the statutory
responsibilities, for the coordination and effective communication of the executive and non-executive
members of the Board of Directors. In this context, it may convene a special meeting of the executive and
non-executive members every quarter, in order for all members to be informed about the work of the
Company and current affairs.
In addition, the non-executive Vice Chairman presides over the evaluation of the Chairman of the Board
of Directors, which is conducted by the members of the Board of Directors, as well as the meetings of the
non-executive members of the Board of Directors for the evaluation of its executive members. Finally, the
non-executive Vice Chairman is obliged to be available and to attend the General Meetings of the
Company's Shareholders, in order to inform and discuss the issues of Corporate Governance of the
Company, when and if they arise.
Chief Executive Officer (CEO)
The CEO draws up the corporate strategy, the corporate identity and the long-term investment plan of the
Company, monitors and controls the implementation of the strategic goals of the Company and the daily
management of its affairs and draws up the guidelines to the Company's executives who are reporting to
the CEO and also being supervised and guided by the latter. The CEO also supervises and ensures the
smooth, orderly and effective operation of the Company, in accordance with the strategic objectives,
business plans, policies adopted and the respective action plan, as determined by decisions of the Board
of Directors. The Chief Executive Officer also supervises the communication strategy of the Company,
represents the Company in its communication and relations with the external investors and financial
institutions at the highest level and is responsible for the Company's Directorates related to the strategic
development as well as the general regulatory and financial affairs of the Company.
The CEO, as an indication, draws up the annual business plan of the Company and the annual budget,
which are then submitted to the Board of Directors of the Company for approval. The CEO prepares, in
collaboration with the Executive Chairman and the Board of Directors, the organizational structure of the
Company, its strategic goals and objectives and supervises and ensures their full implementation. The
CEO guides the Company towards the achievement of the corporate goals and objectives, informs the
Board of Directors about all the essential issues that mainly relate to the strategic goals, the business
activity of the Company as well as its overall performance and promotion. Ensures the full compliance of
the Company's operations with the current legal and regulatory framework, evaluates the risks and
ensures that they are effectively controlled, supervised, addressed and ultimately streamlined and
minimized, strengthens, advises, inspires and guides the Company’s executives so they demonstrate
maximum efficiency, effectiveness and integrity in order to achieve the respective corporate goals. The
Annual Financial Report of 31.12.2021
36
CEO represents the Company and actively and continuously supports the Executive Chairman, in order
for the latter to develop and achieve profitable business agreements, which will maximize the economic
value of the Company.
The CEO participates and reports to the Board of Directors of the Company and implements its strategic
choices and important decisions. The CEO is also responsible for the overall operation, development and
performance of the Company.
General Manager
The Board of Directors may appoint a General Manager, either from the Members of the Board or outside
the Board, who may attend the meetings of the Board without the right to vote, following permission of the
Board of Directors.
The General Manager is considered to be a permanent representative of the Board of Directors and
performs every service of the Company, ensures the execution of agreements and contracts approved by
the Board, ensures the execution of any other decisions of the Board, and also makes every regular
collection and payment. In order for the General Manager to have the power to represent the Company,
when he/she is not an executive member of the Board of Directors, this should be explicitly defined during
the formation of the Board of Directors into a body and during the allocation of the relevant responsibilities.
Moreover, the General Manager carries out any necessary management act in accordance with the
respective decisions of the Board, makes upon approval of the Board of Directors the required each time
appointments and dismissals of personnel, except for the persons who are administrators of the
Company, who are appointed and dismissed by the Board. The General Manager exercises all types of
control and makes proposals to the Board regarding all affairs of the Company.
Meetings of the Board of Directors
The Board of Directors meets at the Company's headquarters whenever the needs of the Company
require so, at the invitation of its Chairman. The meeting can be held by teleconference with some or all
of its members, subject to the applicable legal conditions.
During the year 2021, the Board of Directors of the Company met 37 times. The frequency of members'
participation in the meetings of the Board of Directors is presented in the following table:
Annual Financial Report of 31.12.2021
37
From 01/01/2021 to 16/07/2021
No.
Full name of
Member of the Board
Capacity of
Member of the Board
Participation in the
meetings of the Board of
Directors
1
Panagiotis Simos - Kaldis
Chairman - Executive Member
19/19
2
Athanasios Kalpinis
Chief Executive Officer -
Executive Member
19/19
3
Elvira Kalpini
Vice Chairman - Non-
Executive Member
19/19
4
Irene Simou - Kaldi
Non-Executive Member
8/19
5
Andreas Kalpinis
Executive member
19/19
6
Anastasios Mpinioris
Executive member
19/19
7
Vasileios Manesis
Executive member
19/19
8
Konstantinos Gianniris
Non-Executive Member
12/19
9
Georgios Kouvaris
Independent Non-Executive
Member
6/19
10
Smaragdi Athanasakou
Independent Non-Executive
Member from 24.06.2021
4/5
11
Nikolaos Georgiadis
Independent Non-Executive
Member from 24.06.2021
4/5
12
Dimitrios Paparisteidis
Independent Non-Executive
Member
7/19
From 17/07/2021 to 31/12/2021
No.
Full name of
Member of the Board
Capacity of
Member of the Board
Participation in the
meetings of the Board of
Directors
1
Panagiotis Simos - Kaldis
Chairman - Executive Member
18/18
2
Athanasios Kalpinis
Chief Executive Officer -
Executive Member
18/18
3
Elvira Kalpini
Vice Chairman - Non-
Executive Member
18/18
4
Irene Simou - Kaldi
Non-Executive Member
18/18
5
Andreas Kalpinis
Executive Member
18/18
6
Anastasios Mpinioris
Executive Member
18/18
7
Vasileios Manesis
Executive Member
18/18
8
Konstantinos Gianniris
Non-Executive Member
16/18
9
Georgios Kouvaris
Independent Non-Executive
Member
14/18
10
Smaragdi Athanasakou
Independent Non-Executive
Member from 24.06.2021
14/18
11
Nikolaos Georgiadis
Independent Non-Executive
Member from 24.06.2021
14/18
12
Georgios Kolovos
Independent Non-Executive
Member from 03.09.2021
10/14
13
Dimitrios Paparisteidis
Independent Non-Executive
Member until 03.09.2021
4/4
Note: The denominator of the fraction in the above tables, refers to the total number of meetings of the Board of
Directors held from the moment of the election of each member.
The Board of Directors is at quorum and convenes validly, when half plus one member are present or
represented at the meeting, however the total number of members present cannot be less than three (3).
To establish quorum possible fractions are omitted.
Annual Financial Report of 31.12.2021
38
A member that is absent may be represented by another member. Each member can represent only one
member absent.
The decisions by the Board of Directors are made validly with absolute majority of the present and
represented members, excluding the case of article 5 par. 2 of the Company’s Articles of Association, but
also the cases when stated otherwise by law.
The signatures of Board members or their representatives may be replaced by the exchange of messages
by e-mail or other electronic means.
The members of the Company’s Board of Directors that participate in any way in the management of the
Company, as well as its managers, are not permitted to act without the permission of the General Meeting
on their own behalf or on behalf of third parties, on actions that are subject to one of the objectives aimed
by the Company and to participate as general partners or single partn